Exhibit
10.1


 


EXECUTION COPY


 


 


THE BOEING COMPANY


 


364-DAY

CREDIT AGREEMENT


 


among


 


THE BOEING COMPANY

for itself and on behalf of its Subsidiaries,

as a Borrower


 


THE LENDERS PARTY
HERETO


 


CITIBANK, N.A.,

as Administrative Agent


 


JPMORGAN CHASE
BANK,

as Syndication Agent


 


and


 


CITIGROUP GLOBAL
MARKETS INC.

and

J.P.MORGAN SECURITIES INC.,

as Joint Lead Arrangers and Joint Book Managers

dated as of November 21, 2003


 

















 


TABLE OF CONTENTS


 


	
  Article and Section

  	
   

  
	
   

  	
   

  
	
  ARTICLE 1 DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Definitions

  	
   

  
	
   

  	
  1.2

  	
  Use of Defined Terms; References

  	
   

  
	
   

  	
  1.3

  	
  Accounting
  Terms

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2 AMOUNTS AND TERMS OF THE ADVANCES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Committed Advances

  	
   

  
	
   

  	
  2.2

  	
  Making Committed Advances

  	
   

  
	
   

  	
  2.3

  	
  Conversion to Term Loans, Repayment

  	
   

  
	
   

  	
  2.4

  	
  Interest Rate on Committed Advances

  	
   

  
	
   

  	
  2.5

  	
  Bid
  Advances

  	
   

  
	
   

  	
  2.6

  	
  Lender Assignment or Sale

  	
   

  
	
   

  	
  2.7

  	
  Fees

  	
   

  
	
   

  	
  2.8

  	
  Reduction of the Commitments

  	
   

  
	
   

  	
  2.9

  	
  Additional Interest on Eurodollar Rate
  Committed Advances

  	
   

  
	
   

  	
  2.10

  	
  Eurodollar Interest Rate Determination

  	
   

  
	
   

  	
  2.11

  	
  Voluntary Conversion of Committed Advances

  	
   

  
	
   

  	
  2.12

  	
  Prepayments

  	
   

  
	
   

  	
  2.13

  	
  Increases in Costs

  	
   

  
	
   

  	
  2.14

  	
  Taxes

  	
   

  
	
   

  	
  2.15

  	
  Illegality

  	
   

  
	
   

  	
  2.16

  	
  Payments and Computations

  	
   

  
	
   

  	
  2.17

  	
  Sharing of Payments, Etc.

  	
   

  
	
   

  	
  2.18

  	
  Evidence
  of Debt

  	
   

  
	
   

  	
  2.19

  	
  Alteration of Commitments and Addition of
  Lenders

  	
   

  
	
   

  	
  2.20

  	
  Assignments; Sales of Participations and
  Other Interests in Advances

  	
   

  
	
   

  	
  2.21

  	
  Extension of Termination Date

  	
   

  
	
   

  	
  2.22

  	
  Subsidiary Borrowers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3 REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Representations and Warranties by the
  Borrowers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4 COVENANTS OF TBC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Affirmative Covenants of TBC

  	
   

  
	
   

  	
  4.2

  	
  General Negative Covenants of TBC

  	
   

  
	
   

  	
  4.3

  	
  Financial Statement Terms

  	
   

  
	
   

  	
  4.4

  	
  Waivers of Covenants

  	
   

  



 


i

















 


	
  ARTICLE 5 CONDITIONS PRECEDENT TO
  BORROWINGS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Conditions Precedent to the Initial
  Borrowing of TBC

  	
   

  
	
   

  	
  5.2

  	
  Conditions Precedent to Each Committed
  Borrowing of TBC

  	
   

  
	
   

  	
  5.3

  	
  Conditions Precedent to Each Bid Borrowing
  of TBC

  	
   

  
	
   

  	
  5.4

  	
  Conditions Precedent to the Initial
  Borrowing of a Subsidiary Borrower

  	
   

  
	
   

  	
  5.5

  	
  Conditions Precedent to Each Committed
  Borrowing of a Subsidiary Borrower

  	
   

  
	
   

  	
  5.6

  	
  Conditions Precedent to Each Bid Borrowing
  of a Subsidiary Borrower

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6 EVENTS OF DEFAULT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Events
  of Default

  	
   

  
	
   

  	
  6.2

  	
  Lenders’ Rights upon Borrower Default

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7 THE AGENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Authorization and Action

  	
   

  
	
   

  	
  7.2

  	
  Agent’s Reliance, Etc.

  	
   

  
	
   

  	
  7.3

  	
  Citibank, N.A. and its Affiliates

  	
   

  
	
   

  	
  7.4

  	
  Lender Credit Decision

  	
   

  
	
   

  	
  7.5

  	
  Indemnification

  	
   

  
	
   

  	
  7.6

  	
  Successor
  Agent

  	
   

  
	
   

  	
  7.7

  	
  Certain Obligations May Be Performed by
  Affiliates

  	
   

  
	
   

  	
  7.8

  	
  Other
  Agents

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8 MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Modification, Consents and Waivers

  	
   

  
	
   

  	
  8.2

  	
  Notices

  	
   

  
	
   

  	
  8.3

  	
  Costs, Expenses and Taxes.

  	
   

  
	
   

  	
  8.4

  	
  Binding
  Effect

  	
   

  
	
   

  	
  8.5

  	
  Severability

  	
   

  
	
   

  	
  8.6

  	
  Governing
  Law

  	
   

  
	
   

  	
  8.7

  	
  Headings

  	
   

  
	
   

  	
  8.8

  	
  Execution in Counterparts

  	
   

  
	
   

  	
  8.9

  	
  Right
  of Set-Off

  	
   

  
	
   

  	
  8.10

  	
  Confidentiality

  	
   

  
	
   

  	
  8.11

  	
  Agreement in Effect

  	
   

  



 


	
   

  	
  Exhibit A-1

  	
   

  	
  -

  	
   

  	
  Committed Note

  
	
   

  	
  Exhibit A-2

  	
   

  	
  -

  	
   

  	
  Bid Note

  
	
   

  	
  Exhibit B-1

  	
   

  	
  -

  	
   

  	
  Notice of Committed Borrowing

  
	
   

  	
  Exhibit B-2

  	
   

  	
  -

  	
   

  	
  Notice of Bid Borrowing

  
	
   

  	
  Exhibit C

  	
   

  	
  -

  	
   

  	
  Request for Alteration

  
	
   

  	
  Exhibit D

  	
   

  	
  -

  	
   

  	
  Borrower Subsidiary Letter

  
	
   

  	
  Exhibit E  

  	
   

  	
  -

  	
   

  	
  Extension Request

  
	
   

  	
  Exhibit F

  	
   

  	
  -

  	
   

  	
  Continuation Notice

  
	
   

  	
  Exhibit G

  	
   

  	
  -

  	
   

  	
  Opinion of Counsel of the Company

  
	
   

  	
  Exhibit H

  	
   

  	
  -

  	
   

  	
  Opinion of Counsel for Agent

  



 


ii

















 


	
   

  	
  Exhibit I

  	
   

  	
  -

  	
   

  	
  Opinion of in-house counsel to Subsidiary
  Borrower

  
	
   

  	
  Exhibit J

  	
   

  	
  -

  	
   

  	
  Guaranty of TBC

  
	
   

  	
  Exhibit K

  	
   

  	
  -

  	
   

  	
  Opinion of Counsel to TBC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule I

  	
   

  	
  -

  	
   

  	
  Commitments

  



 


iii

















 


CREDIT AGREEMENT


 


Dated as of
November 21, 2003


 


THE BOEING COMPANY, a Delaware corporation (“TBC”
or the “Company”),
for itself and on behalf of the other BORROWERS (as defined below), the LENDERS
(as defined below), CITIGROUP GLOBAL MARKETS INC. and J.P.MORGAN SECURITIES
INC., as joint lead arrangers and joint book managers, JPMORGAN CHASE BANK, as
syndication agent, and CITIBANK, N.A., in its capacity as administrative agent
for the Lenders (in such capacity, the “Agent”), agree as follows:


 


ARTICLE 1



Definitions


 


1.1                               Definitions.  As used
in this Agreement, the following terms have the respective meanings set out
below:


 


“2002 Credit Agreement” means
the Bank Credit Agreement, dated as of November 23, 2001, as amended and
restated as of November 22, 2002, by and among TBC, Citibank, N.A., as
administrative agent, and certain other banks as lenders.


 


“Advance” means a Committed
Advance or a Bid Advance.


 


“Agent” means Citibank, N.A.
acting in its capacity as administrative agent for the Lenders, or any
successor administrative agent appointed pursuant to Section 7.6.


 


“Agent’s Account” means the
account of the Agent maintained by the Agent with Citibank, N.A., at its office
at 388 Greenwich Street, New York, New York 10013, Account 36852248,
Attention:  Bank Loan Syndications.


 


“Affiliate” means, as to any
Person, any other Person that, directly or indirectly, controls, is controlled
by or is under common control with such Person or is a director or officer of
such Person.  (For purposes of this
definition, the term “controls”, “controlling”, “controlled by” and “under
common control with” mean, with respect to a Person, the possession, direct or
indirect, of the power to vote 5% or more of the Voting Stock of such Person or
to direct or cause the direction of the management and policies of such Person,
whether through the ownership of Voting Stock, by contract, or otherwise.)


 


“Agreement” means this
agreement, as it may be amended or otherwise modified from time to time, and
any written additions or supplements hereto.


 


“Applicable Lending Office”
means, with respect to each Lender, such Lender’s Domestic Lending Office, in
the case of a Base Rate Advance, and such Lender’s Eurodollar Lending Office,
in the case of a Eurodollar Rate Advance, and, in the case of a Bid Advance,
the office of such Lender specified by such Lender in a notice to the Agent as
its Applicable Lending Office with respect to such Bid Advance.


 


“Applicable Margin” means,


 


(i)                                     with respect to
Base Rate Advances, 0% per annum; and


 

















 


(ii)                                  with respect to
Eurodollar Rate Advances for any date, a fluctuating per annum rate equal to
the then-applicable rate set forth in the pricing grid below, depending upon
the rating of the long-term senior unsecured debt of TBC then in effect:


 


	
  Level

  	
   

  	
  Public
  Debt Rating: S&P and Moody’s

  	
   

  	
  Applicable

  Margin Through

  the Termination

  Date

  	
   

  	
  Applicable

  Margin After the

  Termination

  Date

  	
   

  
	
  Level I

  	
   

  	
  A+ by S&P or A1 by
  Moody’s or above

  	
   

  	
  0.100

  	
  %

  	
  0.500

  	
  %

  
	
  Level II

  	
   

  	
  less than Level I  but at least A by S&P or A2 by Moody’s

  	
   

  	
  0.240

  	
  %

  	
  0.650

  	
  %

  
	
  Level III

  	
   

  	
  less than Level II  but at least A- by S&P or A3 by
  Moody’s

  	
   

  	
  0.280

  	
  %

  	
  0.750

  	
  %

  
	
  Level IV

  	
   

  	
  less than Level
  III  but at least BBB+ by S&P or
  Baa1 by Moody’s

  	
   

  	
  0.350

  	
  %

  	
  1.000

  	
  %

  
	
  Level V

  	
   

  	
  less than Level IV

  	
   

  	
  0.475

  	
  %

  	
  1.375

  	
  %

  



 


provided,
however, that if the ratings from S&P and Moody’s fall within
different levels, then the Applicable Margin shall be based on the higher of
the two ratings except that, if the lower of such ratings is more than one
level below the higher of such ratings, the Applicable Margin shall be
determined based on the level above the lower of such ratings, and


 


provided
further that if, at any time, no rating is available from S&P and
Moody’s or any other nationally recognized statistical rating organization
designated by TBC and approved in writing by the Majority Lenders, the
Applicable Margin for each Interest Period or each other period commencing
during the thirty days following such ratings becoming unavailable shall be the
Applicable Margin in effect immediately prior to such ratings becoming
unavailable.  Thereafter, the rating to
be used until ratings from S&P and Moody’s become available shall be as
agreed between TBC and the Majority Lenders, and TBC and the Majority Lenders
shall use good faith efforts to reach such agreement within such thirty-day
period, provided, however, that if no such agreement is reached
within such thirty-day period the Applicable Margin thereafter, until such
agreement is reached, shall be (a) if any such rating has become unavailable as
a result of S&P or Moody’s ceasing its business as a rating agency, the
Applicable Margin in effect immediately prior to such cessation or (b)
otherwise, the Applicable Margin as set forth under Level V above.


 


“Applicable Percentage” means,
for any date, a fluctuating per annum rate equal to the then-applicable rate
set forth in the pricing grid below, depending
upon the rating of the long-term senior unsecured debt of TBC then in effect:


 


	
  Level

  	
   

  	
  Public
  Debt Rating: S&P and Moody’s

  	
   

  	
  Applicable

  Percentage

  	
   

  
	
  Level I

  	
   

  	
  A+ by S&P or A1 by
  Moody’s or above

  	
   

  	
  0.050

  	
  %

  
	
  Level II

  	
   

  	
  less than Level I  but at least A by S&P or A2 by Moody’s

  	
   

  	
  0.060

  	
  %

  
	
  Level III

  	
   

  	
  less than Level II  but at least A- by S&P or A3 by
  Moody’s

  	
   

  	
  0.070

  	
  %

  
	
  Level IV

  	
   

  	
  less than Level
  III  but at least BBB+ by S&P or
  Baa1 by Moody’s

  	
   

  	
  0.100

  	
  %

  
	
  Level V

  	
   

  	
  less than Level IV

  	
   

  	
  0.125

  	
  %

  



 


2

















 


provided,
however, that if the ratings from S&P and Moody’s fall within
different levels, then the Applicable Percentage shall be based on the higher
of the two ratings except that, if the lower of such ratings is more than one
level below the higher of such ratings, the Applicable Percentage shall be
determined based on the level above the lower of such ratings, and


 


provided
further that if, at any time, no rating is available from S&P and
Moody’s or any other nationally recognized statistical rating organization
designated by TBC and approved in writing by the Majority Lenders, the
Applicable Percentage for each period commencing during the thirty days
following such ratings becoming unavailable shall be the Applicable Percentage
in effect immediately prior to such ratings becoming unavailable.  Thereafter, the rating to be used until
ratings from S&P and Moody’s become available shall be as agreed between
TBC and the Majority Lenders, and TBC and the Majority Lenders shall use good faith
efforts to reach such agreement within such thirty-day period, provided,
however, that if no such agreement is reached within such thirty-day
period the Applicable Percentage thereafter, until such agreement is reached,
shall be (a) if any such rating has become unavailable as a result of S&P
or Moody’s ceasing its business as a rating agency, the Applicable Percentage
in effect immediately prior to such cessation or (b) otherwise, the Applicable
Percentage as set forth under Level V above.


 


“Applicable Utilization Fee”
means, for any date that the aggregate principal amount of outstanding Advances
exceed 25% of the aggregate Commitments, a fluctuating per annum rate equal to
the then-applicable rate set forth in the pricing grid below, depending upon the rating of the
long-term senior unsecured debt of TBC then in effect:


 


	
  Level

  	
   

  	
  Public
  Debt Rating: S&P and Moody’s

  	
   

  	
  Applicable

  Utilization Fee

  	
   

  
	
  Level I

  	
   

  	
  A+ by S&P or A1 by
  Moody’s or above

  	
   

  	
  0.100

  	
  %

  
	
  Level II

  	
   

  	
  less than Level I  but at least A by S&P or A2 by Moody’s

  	
   

  	
  0.100

  	
  %

  
	
  Level III

  	
   

  	
  less than Level II  but at least A- by S&P or A3 by
  Moody’s

  	
   

  	
  0.150

  	
  %

  
	
  Level IV

  	
   

  	
  less than Level
  III  but at least BBB+ by S&P or
  Baa1 by Moody’s

  	
   

  	
  0.225

  	
  %

  
	
  Level V

  	
   

  	
  less than Level IV

  	
   

  	
  0.275

  	
  %

  



 


provided,
however, that if the ratings from S&P and Moody’s fall within
different levels, then the Applicable Utilization Fee shall be based on the
higher of the two ratings except that, if the lower of such ratings is more
than one level below the higher of such ratings, the Applicable Utilization Fee
shall be determined based on the level above the lower of such ratings, and


 


provided
further that if, at any time, no rating is available from S&P and
Moody’s or any other nationally recognized statistical rating organization
designated by TBC and approved in writing by the Majority Lenders, the
Applicable Utilization Fee for each period commencing during the thirty days
following such ratings becoming unavailable shall be the Applicable Utilization
Fee in effect immediately prior to such ratings becoming unavailable.  Thereafter, the rating to be used


 


3

















 


until ratings from
S&P and Moody’s become available shall be as agreed between TBC and the
Majority Lenders, and TBC and the Majority Lenders shall use good faith efforts
to reach such agreement within such thirty-day period, provided, however,
that if no such agreement is reached within such thirty-day period the
Applicable Utilization Fee thereafter, until such agreement is reached, shall
be (a) if any such rating has become unavailable as a result of S&P or
Moody’s ceasing its business as a rating agency, the Applicable Utilization Fee
in effect immediately prior to such cessation or (b) otherwise, the Applicable
Utilization Fee as set forth under Level V above.


 


“Available Commitments” means,
as of any date of determination, (a) the aggregate Commitments of the Lenders,
as such amount may be reduced, changed or terminated in accordance with the
terms of this Agreement, reduced by (b) the aggregate Advances outstanding on
such date of determination.


 


“Base Rate” means the rate of
interest announced publicly by Citibank, N.A., in New York City, from time to
time, as Citibank’s “base” rate.


 


“Base Rate Advance” means a
Committed Advance which bears interest at the Base Rate.


 


“Bid Advance” means an advance
by a Lender to a Borrower as part of a Bid Borrowing resulting from the auction
bidding procedure described in Section 2.5, and refers to a Fixed Rate Advance
or a Eurodollar Rate Bid Advance, each of which shall be a “Type” of Bid
Advance.


 


“Bid Borrowing” means a
borrowing consisting of simultaneous Bid Advances from each of the Lenders
whose offers to make one or more Bid Advances as part of such borrowing has
been accepted by a Borrower under the auction bidding procedure described in
Section 2.5.


 


“Bid Note” means a promissory
note of a Borrower payable to the order of a Lender, in substantially the form
of Exhibit A-2, evidencing the indebtedness of that Borrower to such Lender
resulting from a Bid Advance made by such Lender to such Borrower.


 


“Bid Reduction” has the
meaning specified in Section 2.1(a).


 


“Borrower” means, individually
and collectively, as the context requires, TBC and each Subsidiary Borrower
(unless and until it becomes a “Terminated Subsidiary Borrower” pursuant to
Section 2.22).


 


“Borrower Subsidiary Letter”
means, with respect to any Subsidiary Borrower, a letter in the form of Exhibit
D, signed by such Subsidiary Borrower and TBC.


 


“Borrowing” means a Committed
Borrowing or a Bid Borrowing.


 


“Business Day” means a day of
the year on which banks are not required or authorized to close in New York
City and, if the applicable Business Day relates to any Eurodollar Rate
Advance, on which dealings are carried on in the London interbank market.


 


“Commitment” means, for each
Lender, the full amount set forth opposite the name of such Lender in Schedule
I or, if such Lender is a Replacement Lender or a Lender that has entered into
one or more assignments pursuant to Section 2.20 or Section 2.21, the amount
set forth for such Lender in the Register maintained by the Agent pursuant to
Section 2.20(d), as such amount may be reduced pursuant to Section 2.3, Section
2.8 or Section 2.19 or increased pursuant to Section 2.19.


 


4

















 


“Committed Advance” means an
advance made by a Lender to a Borrower as part of a Committed Borrowing and
refers to a Base Rate Advance or a Eurodollar Rate Committed Advance, each of
which is a “Type” of Committed Advance.


 


“Committed Borrowing” means a
borrowing consisting of simultaneous Committed Advances of the same Type made
by each of the Lenders pursuant to Section 2.1.


 


“Committed Note” means a
promissory note of a Borrower payable to the order of any Lender, in
substantially the form of Exhibit A-1, evidencing the indebtedness of that
Borrower to such Lender resulting from the Committed Advances made by such
Lender to that Borrower.


 


“Company” means The Boeing
Company, a Delaware corporation (usually referred to herein as “TBC”).


 


“Confidential Information”
means information that a Borrower furnishes to the Agent or any Lender in a
writing designated as confidential, but does not include any such information
that is or becomes generally available to the public or that is or becomes
available to the Agent or such Lender from a source other than a Borrower.


 


“Consolidated” refers to the
consolidation of accounts in accordance with generally accepted accounting
principles.


 


“Continuing Lender” has the
meaning specified in Section 2.21(a).


 


“Convert”, “Conversion”
and “Converted”
each means a conversion of Committed Advances of one Type into Committed
Advances of another Type pursuant to Section 2.10, 2.11 or 2.15.


 


“Debt” of a Person means


 


(i)                                     indebtedness
for borrowed money or for the deferred purchase price of property or services;


 


(ii)                                  financial
obligations evidenced by bonds, debentures, notes or other similar instruments,


 


(iii)                               financial
obligations as lessee under leases which have been or should be, in accordance
with generally accepted accounting principles, recorded as capital leases; and


 


(iv)                              obligations
under direct or indirect guaranties in respect of, and obligations (contingent
or otherwise) to purchase or otherwise acquire, or otherwise to assure a
creditor against loss in respect of, indebtedness or financial obligations of
others of the kind referred to in clauses (i) through (iii) above.


 


“Default” means any Event of Default or any
event that would constitute an Event of Default but for the requirement that
notice be given or time elapse or both.


 


“Domestic Lending Office”
means with respect to any Lender, the office of such Lender specified as its
“Domestic Lending Office” opposite its name on Schedule I, or in the assignment
or other agreement pursuant to which it became a Lender or such other office of
such Lender as such Lender may from time to time specify to TBC and the Agent.


 


“Effective Date” has the
meaning specified in Section 2.19.


 


“Eligible Assignee” means


 


5

















 


(i)                                     a
commercial bank organized under the laws of the United States, or any state
thereof, and having a combined capital and surplus in excess of $3,000,000,000;


 


(ii)                                  a
commercial bank organized under the laws of any other country which is a member
of the OECD, or a political subdivision of any such country, and having a
combined capital and surplus in excess of $3,000,000,000, provided that
such bank is acting through a branch or agency located in either (a) the
country in which it is organized or (b) another country which is also a member
of the OECD or the Cayman Islands;


 


(iii)                               the
central bank of any country which is a member of the OECD;


 


(iv)                              any
Lender;


 


(v)                                 an
Affiliate of any Lender; and


 


(vi)                              so
long as no Default has occurred and is continuing, any other Person approved in
writing by TBC, which approval has been communicated in writing to the Agent, provided
that neither TBC nor an Affiliate of TBC shall qualify as an Eligible Assignee.


 


“ERISA” means the Employee Retirement
Income Security Act of 1974, as amended from time to time and the regulations
promulgated and rulings issued thereunder.


 


“Eurocurrency Liabilities” has
the meaning assigned to that term in Regulation D of the Board of Governors of
the Federal Reserve System, as in effect from time to time.


 


“Eurodollar Lending Office”
means, with respect to any Lender, (a) the office of such Lender specified as
its “Eurodollar Lending Office” opposite its name on Schedule I (or, if no such
office is specified, its Domestic Lending Office) or in the assignment or other
agreement pursuant to which it became a Lender or (b) such other office of such
Lender as such Lender may from time to time specify to TBC and the Agent.


 


“Eurodollar Rate” means, for
an Interest Period for a Eurodollar Rate Committed Advance constituting part of
a Committed Borrowing, and for the relevant period specified in the applicable
Notice of Bid Borrowing for a Eurodollar Rate Bid Advance, an interest rate per
annum equal to either


 


(a)                                  the
offered rate (rounded to the nearest whole multiple of 1/16 of 1% per annum, if
such average is not such a multiple) for deposits in U.S. dollars for a period
substantially equal to such Interest Period (if a Committed Advance) or such
relevant period specified in the applicable Notice of Bid Borrowing (if a Bid
Advance), appearing on Telerate Markets Page 3750 (or any successor page or, if
unavailable for any reason by Telerate, then by reference to Reuters Screen) as
of 11:00 a.m. (London time) two business days before the first day of such
Interest Period or the first day of the relevant period specified in such
Notice of Bid Borrowing; or


 


(b)                                 if
the foregoing rate is unavailable from Telerate or the Reuters Screen for any
reason, the average (rounded to the nearest whole multiple of 1/16 of 1% per
annum, if such average is not such a multiple) of the rates per annum are
offered by the principal office of each of the Reference Banks to prime banks
in the London interbank market at 11:00 a.m. (London time) on deposits in U.S.
dollars two Business Days before the first day of such Interest Period or the
first day of such relevant period specified in the Notice of Bid Borrowing


 


6

















 


(i)                             for
such Eurodollar Committed Advance, on an amount substantially equal to such
Reference Bank’s Eurodollar Rate Advance constituting part of such Committed
Borrowing and for a period equal to such Interest Period, or


 


(ii)                          for
such Eurodollar Rate Bid Advance, on an amount substantially equal to the
amount of the Eurodollar Rate Bid Borrowing which includes such Bid Advance
multiplied by a fraction equal to such Reference Bank’s ratable portion of the
Commitments and for a period equal to the relevant period specified in such
Notice of Bid Borrowing.


 


The Eurodollar Rate for
any Interest Period for each Eurodollar Rate Committed Advance constituting
part of the same Borrowing and for the relevant period specified in a Notice of
Bid Borrowing for each Eurodollar Rate Bid Advance shall be determined by the
Agent on the basis of applicable rates furnished to and received by the Agent
from the Reference Banks two Business Days before the first day of such
Interest Period or period, as the case may be, subject, however,
to the provisions of Section 2.10.


 


“Eurodollar Rate Advance”
means a Committed Advance (a “Eurodollar Rate Committed Advance”) or a
Bid Advance (a “Eurodollar Rate Bid Advance”) which bears interest at a rate
of interest quoted as a margin (which shall be the Applicable Margin in the
case of a Committed Advance or as offered by a Lender and accepted by a
Borrower in the case of a Bid Advance) over the Eurodollar Rate.


 


“Eurodollar Rate Bid Borrowing”
has the meaning specified in Section 2.5(b).


 


“Eurodollar Rate Reserve Percentage”
means the reserve percentage applicable to a Lender for any Interest Period for
a Eurodollar Rate Advance during such Interest Period (or if more than one such
percentage shall be so applicable, the daily average of such percentages for
those days in such Interest Period during which any such percentage shall be so
applicable) under regulations issued from time to time by the Board of
Governors of the Federal Reserve System (or any successor) for determining the
maximum reserve requirement (including, without limitation, any emergency,
supplemental or other marginal reserve requirement) for such Lender with
respect to liabilities or assets consisting of or including Eurocurrency
Liabilities (or with respect to any other category of liabilities that includes
deposits by reference to which the interest rate on Eurodollar Rate Advances is
determined) having a term equal to such Interest Period.


 


“Event of Default” means any
of the events described in Section 6.1.


 


“Extension Request” has the
meaning specified in Section 2.21.


 


“Facility Fee” has the meaning
specified in Section 2.7.


 


“Federal Funds Rate” means,
for each day during a period, an interest rate per annum equal to the weighted
average of the fluctuating rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the
immediately preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day which is a Business Day, the
average of the quotations for such day on such transactions received by the
Agent from three Federal funds brokers of recognized standing selected by it.


 


“Fixed Rate Advance” means an
Advance made by a Lender to a Borrower as part of a Fixed Rate Borrowing.


 


7

















 


“Fixed Rate Borrowing” has the
meaning specified in Section 2.5(b).


 


“Guaranty” means each Guaranty
Agreement executed by TBC in favor of the Agent and the Lenders,
unconditionally guaranteeing the payment of all obligations of a Subsidiary
Borrower hereunder and under any Notes executed or to be executed by it.


 


“Indemnified Costs” has the meaning
specified in Section 7.5.


 


“Indemnified Parties” has the meaning
specified in Section 8.3(b).


 


“Interest Period” means, for
each Eurodollar Rate Committed Advance constituting part of the same Borrowing,
the period commencing on the date of such Committed Advance or the date of the
Conversion of a Base Rate Advance into such a Eurodollar Rate Committed Advance
and ending on the last day of the period selected by the applicable Borrower
pursuant to the provisions below and, thereafter, each subsequent period
commencing on the last day of the immediately preceding Interest Period and
ending on the last day of the period selected by such Borrower pursuant to the
provisions below.  The duration of each
such Interest Period shall be one, two, three, or six months (or nine months,
with the consent of all Lenders funding those particular Advances), as the
applicable Borrower may, upon notice received by the Agent not later than 11:00
a.m. (New York City time) on the third Business Day prior to the first day of
such Interest Period, select, provided, however, that:


 


(i)                             no
Interest Period shall end on a date later than the Termination Date (or in the
case of a Committed Advance which is converted to a Term Loan pursuant to
Section 2.3, the Maturity Date);


 


(ii)                          Interest
Periods commencing on the same date for Committed Advances constituting part of
the same Committed Borrowing shall be of the same duration; and


 


(iii)                       whenever the last day of any
Interest Period would otherwise occur on a day other than a Business Day, the
last day of such Interest Period shall be extended to occur on the next
succeeding Business Day, provided that, if such extension would cause
the last day of such Interest Period to occur in the next following calendar
month, the last day of the Interest Period shall occur on the immediately
preceding Business Day.


 


“Lender”, subject to Section
2.20, means any of the institutions that is a signatory hereto or that,
pursuant to Section 2.13, 2.19, 2.20 or 2.21, becomes a “Lender” hereunder.


 


“Majority Lenders” means
Lenders having greater than 50% of the total Commitments or, if the Commitments
have been terminated in full, Lenders holding greater than 50% of the then
aggregate unpaid principal amount of the Advances.


 


“Maturity Date” means the
Termination Date or, if the Term Loan Conversion Option described in Section
2.3 has been exercised, the date that is the one-year anniversary of the
Termination Date.


 


“Moody’s” means Moody’s
Investor Services, Inc.


 


“Non-Extending Lender” has the
meaning specified in Section 2.21(a).


 


“Note” means a Committed Note
or a Bid Note.


 


“Notice of Bid Borrowing” has
the meaning specified in Section 2.5(b).


 


8

















 


“Notice of Borrowing” means a
Notice of Committed Borrowing or a Notice of Bid Borrowing.


 


“Notice of Committed Borrowing”
has the meaning specified in Section 2.2(a).


 


“OECD” means the Organization
for Economic Cooperation and Development.


 


“Person” means an individual,
partnership, corporation (including a business trust), limited liability
company, joint stock company, trust, unincorporated association, joint venture
or other entity, or a government or any political subdivision or agency
thereof.


 


“Property, Plant and Equipment”
means any item of real property, or any interest therein, buildings,
improvements and machinery.


 


“Proposed Increased Commitment”
has the meaning specified in Section 2.19(a).


 


“Reference Banks” means
JPMorgan Chase Bank, Citibank, N.A., Bank of America, N.A., and Deutsche Bank
AG.


 


“Register” has the meaning
specified in Section 2.20(d).


 


“Replacement Lenders” has the
meaning specified in Section 2.21(c).


 


“Request for Alteration” means
a document substantially in the form of Exhibit C, duly executed by TBC,
pursuant to Section 2.19.


 


“Required Assignment” has the
meaning specified in Section 2.20(a).


 


“S&P” means Standard &
Poor’s, a division of The McGraw-Hill Companies, Inc.


 


“Subsidiary” means any Person
in which more than 50% of the Voting Stock or the interest in the capital or
profits is owned by TBC, by TBC and any one or more other Subsidiaries, or by
any one or more other Subsidiaries.


 


“Subsidiary Borrower” means,
individually and collectively, as the context requires, each Subsidiary that is
or becomes a “Borrower” in accordance with Section 2.22; in each case, unless
and until it becomes a “Terminated Subsidiary Borrower”.


 


“TBC” means The Boeing
Company, a Delaware corporation.


 


“Term Loan” means a term loan
resulting from the conversion of Committed Advances on the Termination Date
pursuant to Section 2.3.


 


“Term Loan Conversion Option”
means the option under Section 2.3 for TBC to convert, as of the Termination
Date, all Committed Advances then outstanding into Term Loans.


 


“Terminated Subsidiary Borrower”
means, individually and collectively, as the context requires, a Subsidiary
Borrower that has ceased to be a “Borrower” in accordance with Section 2.22.


 


“Termination Date” means the
earlier to occur of (i) November 19, 2004, as such date may be extended from
time to time pursuant to Section 2.21, and (ii) the date of termination in
whole of the Commitments pursuant to Section 2.8 or Section 6.2.


 


“Total Capital” has the
meaning specified in Section 4.2(b).


 


9

















 


“Type”, as to Committed
Borrowings, means either Base Rate Advances or Eurodollar Rate Committed
Advances and, as to Bid Borrowings, means either Fixed Rate Advances  or Eurodollar Rate Bid Advances.


 


“Voting Stock” means, as to a
corporation, all the issued and outstanding capital stock of such corporation
having general voting power, under ordinary circumstances, to elect a majority
of the Board of Directors of such corporation (irrespective of whether or not
any capital stock of any other class or classes shall or might have voting
power upon the occurrence of any contingency).


 


1.2                                Use of Defined Terms; References.  Any defined term used in the
plural preceded by the definite article encompasses all members of the relevant
class.  Any defined term used in the
singular preceded by “a”, “an” or “any” indicates any number of the members of
the relevant class.  All references in
this Agreement to a Section, Article, Schedule or Exhibit are to a Section,
Article, Schedule or Exhibit of or to this Agreement, unless otherwise
indicated.


 


1.3                                Accounting Terms.  All accounting terms
not specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistently applied.


 


ARTICLE 2



Amounts and Terms of the Advances


 


2.1                                Committed
Advances.


 


(a)                                  Obligation
to Make Committed Advances.  Each
Lender severally agrees, on the terms and conditions hereinafter set forth, to
make Committed Advances to the Borrowers from time to time on any Business Day
during the period from the date hereof until the Termination Date in an
aggregate principal amount at any time outstanding not to exceed such Lender’s
Commitment, provided that the aggregate amount of the Commitments of the
Lenders shall be deemed used from time to time to the extent of the aggregate
amount of the Bid Advances then outstanding and such deemed use of the
aggregate amount of the Commitments shall be applied to the Lenders ratably
according to their respective Commitments (such deemed use of the aggregate
amount of the Commitments being a “Bid
Reduction”).


 


(b)                                 Amount
of Committed Advances.  Each
Committed Borrowing shall be in an aggregate amount not less than $10,000,000
or an integral multiple of $1,000,000 in excess thereof.


 


(c)                                  Type
of Committed Advances.  Each
Committed Borrowing shall consist of Committed Advances of the same Type made
on the same day by the Lenders ratably according to their respective
Commitments.  Within the limits of each
Lender’s Commitment, the Borrowers may from time to time borrow, prepay
pursuant to Section 2.12, and reborrow under this Section 2.1 and Section 2.2.


 


2.2                                Making Committed Advances.


 


(a)                                  Notice
of Committed Borrowing.   Each Committed Borrowing shall be made on
notice, given by a Borrower to the Agent not later than 11:00 a.m. (New York
City time) on the day of the proposed Committed Borrowing in the case of a Base
Rate Borrowing and on the third Business Day prior to the date of the proposed
Committed Borrowing in the case of a Eurodollar Rate Borrowing (a “Notice of Committed Borrowing”).  Each such Notice of Committed Borrowing
shall be in substantially the form of Exhibit B-l, specifying the requested


 


10

















 


(i)                                     date
of such Committed Borrowing,


 


(ii)                                  Type
of Committed Advances constituting such Committed Borrowing,


 


(iii)                               aggregate
amount of such Committed Borrowing, and


 


(iv)                              in
the case of a Committed Borrowing composed of Eurodollar Rate Advances, the
initial Interest Period for each such Committed Advance, which Interest Period
may be 1, 2, 3 or 6 months, at the option of the Borrower, or, if acceptable to
all the Lenders, 9 months.


 


Every Notice of Committed
Borrowing given by a Subsidiary Borrower must be countersigned by an authorized
representative of TBC, in order to evidence the consent of TBC, in its sole
discretion, to that proposed Committed Borrowing.  Upon receipt of a Notice of Committed Borrowing, the Agent shall
promptly give notice to each Lender thereof.


 


(b)                                 Funding
Committed Advances.   Each Lender shall, before 1:00 p.m. (New York
City time) on the date of such Committed Borrowing, make available for the
account of its Applicable Lending Office to the Agent at the Agent’s Account,
in same day funds, such Lender’s ratable portion of such Committed
Borrowing.  After the Agent’s receipt of
such funds and upon fulfillment of the applicable conditions set forth in
Article 5, the Agent will make such funds available to the relevant Borrower at
an account specified by such Borrower.


 


(c)                                  Irrevocable
Notice.  Each Notice of Committed
Borrowing shall be irrevocable and binding. 
In the case of any Committed Borrowing that  the related Notice of Committed Borrowing specifies is to be
composed of Eurodollar Rate Advances, the Borrower requesting such Committed
Borrowing shall indemnify each Lender against any loss, cost or expense incurred
by such Lender on account of any failure to fulfill on or before the date
specified for such Committed Borrowing in such Notice of Committed Borrowing
the applicable conditions set forth in Article 5, including, without
limitation, any loss (but excluding loss of anticipated profits), cost or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Lender to fund the Committed Advance to be made by
such Lender as part of such Committed Borrowing when such Committed Advance, as
a result of such failure, is not made on such date.


 


(d)                                 Lender’s
Ratable Portion.  Unless the Agent
has received notice from a Lender prior to 1:00 p.m. (New York City time) on
the day of any Committed Borrowing that such Lender will not make available to
the Agent such Lender’s ratable portion of such Committed Borrowing, the Agent
may assume that such Lender has made such portion available to the Agent on the
date of such Committed Borrowing in accordance with subsection (b) of this Section
2.2 and the Agent may, in reliance upon such assumption, make available to the
requesting Borrower on such date a corresponding amount.  If and to the extent that a Lender has not
so made such ratable portion available to the Agent, such Lender and such
Borrower shall severally repay to the Agent forthwith on demand an amount that
in the aggregate equals such corresponding amount together with interest
thereon for each day from the date such amount is made available by the Agent
to such Borrower until the date such amount is repaid to the Agent, at


 


(i)                                     in
the case of such Borrower, the interest rate applicable at the time to
Committed Advances constituting such Committed Borrowing, and


 


(ii)                                  in
the case of such Lender, the Federal Funds Rate.


 


If such Lender shall
repay to the Agent such corresponding amount, such amount so repaid shall
constitute such Lender’s Committed Advance as part of such Committed Borrowing
for purposes of this Agreement.


 


11

















 


(e)                                  Independent
Lender Obligations.  The failure of
any Lender to make the Committed Advance to be made by it as part of any
Committed Borrowing shall not relieve any other Lender of its obligation, if
any, hereunder to make its Committed Advance on the date of such Committed
Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the Committed Advance to be made by such other Lender on the
date of any Committed Borrowing.


 


2.3                                Conversion to Term Loans, Repayment. 
The Borrowers shall, subject to the next succeeding sentence, repay to
the Agent for the ratable account of the Lenders on the Termination Date the
aggregate principal amount of the Committed Advances then outstanding.  TBC may, upon notice given to the Agent not later
than 11:00 a.m. (New York City time) on the Termination Date, convert all or a
part of the unpaid principal amount of the Committed Advances outstanding as of
the Termination Date into Term Loans. 
If this Term Loan Conversion Option is exercised, then, on the
Termination Date, immediately prior to the time when the unpaid principal
amount of the Committed Advances would otherwise be due, the Committed Advances
shall automatically convert into Term Loans which the respective Borrowers
shall repay to the Agent for the ratable accounts of the Lenders on the
Maturity Date.  The amounts so converted
shall be treated for all purposes of this Agreement as Committed Advances
except that after the Termination Date:


 


(i)                                     the
Borrowers may not make any additional borrowings;


 


(ii)                                  any
amounts paid or prepaid may not be reborrowed;


 


(iii)                               the
amount of each Lender’s Commitment shall be equal at all times to the principal
amount of the Term Loans payable to such Lender from time to time;


 


(iv)                              the
provisions of Section 2.19 shall not be effective; and


 


(v)                                 no
Facility Fees or utilization fees shall accrue or be payable after the
Termination Date.


 


2.4                                Interest Rate on Committed Advances.  Each Borrower shall pay interest on the
unpaid principal amount of each of its Committed Advances from the date of such
Committed Advance until such principal amount is paid in full, at the following
rates per annum:


 


(i)                                     during
each period in which such Committed Advance is a Base Rate Advance, at a rate
per annum equal at all times to the Base Rate in effect from time to time plus
the Applicable Margin plus the Applicable Utilization Fee, if any, payable
quarterly in arrears on the first day of each January, April, July and October
and on (x) the Termination Date, or (y) if TBC has exercised the Term Loan
Conversion Option, the Maturity Date, and


 


(ii)                                  during
each period in which such Committed Advance is a Eurodollar Rate Advance, at a
rate per annum equal at all times during each relevant Interest Period for such
Committed Advance to the Eurodollar Rate for such Interest Period plus the
Applicable Margin plus the Applicable Utilization Fee, if any, payable on the
last day of each such Interest Period, and if such Interest Period has a
duration of more than three months, quarterly on each day during such Interest
Period that is three months from either (A) the first day of such Interest
Period or (B) the last such interest payment date and on the date such
Committed Advance is Converted or paid in full.


 


provided
that in the event and during the continuance of an Event of Default (x) the
Applicable Margin shall immediately increase by 1.0% above the Applicable
Margin then in effect, and, in the case of a Eurodollar Rate Advance, such
Advance shall automatically convert to a Base Rate Advance at the end of the
Interest Period then in


 


12

















 


effect for such
Eurodollar Rate Advance and (y) to the fullest extent permitted by law, the
Borrower shall pay interest on the amount of any interest, fee or other amount
payable hereunder that is not paid when due, from the date such amount shall be
due until such amount shall be paid in full, payable in arrears on the date
such amount shall be paid in full and on demand, at a rate per annum equal at all
times to 1% above the Base Rate.


 


2.5                                Bid Advances.


 


(a)                                  Bid
Advances Impact on Commitments.  The
Borrowers may make Bid Borrowings from time to time on any Business Day during
the period from the date hereof until the Termination Date in the manner set
forth below, provided that, following the making of each Bid Borrowing,
the aggregate amount of the Advances then outstanding shall not exceed the
aggregate amount of the Commitments of the Lenders (computed without regard to
the Bid Reduction).  As provided in
Section 2.1 above, the aggregate amount of the Commitments of the Lenders shall
be deemed used from time to time to the extent of the aggregate amount of the
Bid Advances then outstanding, and such deemed use of the aggregate amount of
the Commitments shall be applied to the Lenders ratably according to their
respective Commitments; provided, however, that any Lender’s Bid
Advances shall not otherwise reduce that Lender’s obligation to lend its pro
rata share of the remaining Available Commitments.


 


(b)                                 Notice
of Bid Borrowing.  Any Borrower may
request a Bid Borrowing by delivering to the Agent a notice of a Bid Borrowing
(a “Notice of Bid Borrowing”), in
substantially the form of Exhibit B-2, specifying the following:


 


(i)                                     the
date and aggregate amount of the proposed Bid Borrowing,


 


(ii)                                  the
maturity date for repayment of each Bid Advance to be made as part of such Bid
Borrowing, which maturity date


 


(A)                              may
not be later than 5 Business Days prior to the Termination Date, but may
otherwise be 7 days or more from the date of such requested Bid Advance if the
Borrower specifies in the Notice of Bid Borrowing that the rates of interest to
be offered by the Lenders will be fixed rates per annum (a “Fixed Rate
Borrowing”), and


 


(B)                                shall
be either 1, 2, 3, 6 or 9 months from the date of such Bid Borrowing if the
Borrower specifies in the Notice of Bid Borrowing that such Bid Borrowing is to
consist of Eurodollar Rate Bid Advances (a “Eurodollar Rate Bid Borrowing”),


 


(iii)                               the
interest payment date or dates relating thereto, and


 


(iv)                              any
other terms to be applicable to such Bid Borrowing.


 


A Borrower
requesting a Bid Borrowing shall deliver a Notice of Bid Borrowing to the Agent
not later than 11:00 a.m. (New York City time) (A) at least one Business Day prior
to the date of the proposed Bid Borrowing if the proposed Bid Borrowing is to
be a Fixed Rate Borrowing, and (B) at least four Business Days prior to the
date of the proposed Bid Borrowing, if the proposed Bid Borrowing is to be a
Eurodollar Rate Bid Borrowing.  Every
Notice of Bid Borrowing given by a Subsidiary Borrower must be countersigned by
an authorized representative of TBC, in order to evidence the consent of TBC,
in its sole discretion, to that proposed Bid Borrowing.  The Agent shall in turn promptly notify each
Lender of each request for a Bid Borrowing by sending such Lender a copy of the
related Notice of Bid Borrowing.


 


13

















 


(c)                                  Discretion
as to Bid Advances.  Each Lender
may, in its sole discretion, elect to irrevocably offer to make one or more Bid
Advances to the applicable Borrower as part of such proposed Bid Borrowing at a
rate or rates of interest specified by such Lender in its sole discretion (each
such rate of interest to be a fixed rate if the Borrower requested Fixed Rate
Advances or a margin over the Eurodollar Rate if the Borrower requested
Eurodollar Rate Bid Advances), by notifying the Agent (which shall give prompt
notice thereof to the Company and such Borrower), before 10:00 a.m. (New York
City time) (A) on the date of such proposed Bid Borrowing, if the proposed Bid
Borrowing is to be a Fixed Rate Borrowing and (B) three Business Days before
the date of such proposed Bid Borrowing, in the case of a Notice of Bid
Borrowing is to be a Eurodollar Rate Bid Borrowing.  In such notice the Lender shall specify the following:


 


(i)                                     the
minimum amount and maximum amount of each Bid Advance which such Lender would
be willing to make as part of such proposed Bid Borrowing (which amounts may,
subject to the first proviso in this Section 2.5(a), exceed such Lender’s
Commitment),


 


(ii)                                  the
rate or rates of interest therefor (specified as stated in this paragraph (c)),
and


 


(iii)                               such
Lender’s Applicable Lending Office with respect to such Bid Advance;


 


provided
that if the Agent in its capacity as a Lender, in its sole discretion, elects
to make any such offer, it shall notify such Borrower and the Company of such
offer before 9:30 a.m. (New York City time) on the date on which notice of such
election is to be given to the Agent by the other Lenders.  If, by 10:00 a.m. (New York City time) on
the date on which notice of a Lender’s election under this Section 2.5(c) is to
be made, the Agent fails to receive, at its address specified in Section 8.2, a
notice from a Lender provided for in this Section 2.5(c), the Agent may
conclusively presume that such Lender has elected not to offer to make any Bid
Advances to such Borrower with respect to the related Notice of Bid Borrowing.


 


(d)                                 Borrower
Selection of Lender Bids.  The
Borrower proposing the Bid Borrowing shall, in turn, (A) before 11:00 a.m. (New
York City time) on the date of such proposed Bid Borrowing, in the case of a
proposed Bid Borrowing to be a Fixed Rate Borrowing, and (B) before 12:00 noon
(New York City time) three Business Days before the date of such proposed Bid
Borrowing, in the case of a proposed Bid Borrowing to be a Eurodollar Rate Bid
Borrowing, either:


 


(i)                                     cancel
such Bid Borrowing by giving the Agent notice to that effect, or


 


(ii)                                  accept,
in its sole discretion, one or more of the offers made by a Lender or Lenders
pursuant to Section 2.5(c), by giving notice to the Agent of the amount of each
Bid Advance (which amount shall be equal to or greater than the minimum amount
and equal to or less than the maximum amount, notified to such Borrower by the
Agent on behalf of such Lender for such Bid Advance pursuant to Section 2.5(c))
to be made by each Lender as part of such Bid Borrowing, and reject any
remaining offers made by Lenders pursuant to Section 2.5(c) by giving the Agent
notice to that effect; provided that offers will be accepted, if at all,
in order of lowest to highest interest rates, and, if two or more Lenders bid
at the same rate, the Bid Borrowing with respect to such rate will be allocated
among such Lenders in proportion to the amount bid by each such Lender.


 


If the Borrower proposing
the Bid Borrowing notifies the Agent that such Bid Borrowing is canceled
pursuant to Section 2.5(d)(i), the Agent shall give prompt notice thereof to
the Lenders and such Bid Borrowing shall not be made.


 


(e)                                  Bid
Borrowing.  If the Borrower
proposing the Bid Borrowing accepts one or more of the offers made by a Lender
or Lenders pursuant to Section 2.5(d)(ii), the Agent shall in turn promptly


 


14

















 


(i)                                     notify
each Lender that has made an offer as described in Section 2.5(c), of the date
and aggregate amount of such Bid Borrowing and whether or not any offer or
offers made by such Lender pursuant to Section 2.5(c) have been accepted by
such Borrower,


 


(ii)                                  notify
each Lender that is to make a Bid Advance, as part of such Bid Borrowing, of
the amount of each Bid Advance to be made by such Lender as part of such Bid
Borrowing, and


 


(iii)                               upon
satisfaction of the conditions set forth in 5.3 or 5.6, as applicable, notify
each Lender that is to make a Bid Advance as part of such Bid Borrowing that
the applicable conditions set forth in Article 5 appear to have been satisfied.


 


When each Lender that is
to make a Bid Advance as part of such Bid Borrowing has received notice from
the Agent pursuant to clause (iii) of the preceding sentence, such Lender
shall, before 1:00 p.m. (New York City time) on the date of such Bid Borrowing
specified in the notice received from the Agent pursuant to clause (i) of the
preceding sentence, make available for the account of its Applicable Lending
Office to the Agent at the Agent’s Account such Lender’s portion of such Bid
Borrowing, in same day funds.  Upon
fulfillment of the applicable conditions set forth in Article 5 and after
receipt by the Agent of such funds, the Agent will make such funds available to
the relevant Borrower at an account specified by such Borrower.  Promptly after each Bid Borrowing the Agent
shall notify each Lender of the amount of the Bid Borrowing, the consequent Bid
Reduction, and the dates upon which such Bid Reduction commenced and will
terminate.


 


(f)                                    If
the Borrower proposing such Bid Borrowing notifies the Agent pursuant to
Section 2.5(d)(ii) above that it accepts one or more of the offers made by any
Lender or Lenders, such notice of acceptance shall be irrevocable and binding
on such Borrower.  Such Borrower shall
indemnify each Lender against any loss, cost or expense incurred by such Lender
as a result of any failure to fulfill on or before the date specified in the
related Notice of Bid Borrowing for such Bid Borrowing the applicable
conditions set forth in Article 5, including, without limitation, any loss (but
excluding loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such
Lender to fund the Bid Advance to be made by such Lender as part of such Bid
Borrowing when such Bid Advance, as a result of such failure, is not made on
such date.


 


(g)                                 Amount
of Bid Borrowings.  Each Notice of
Bid Borrowing shall request an aggregate amount of Bid Advances not less
than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, provided
that a Borrower may accept offers aggregating less than $10,000,000 and offers
which are not an integral multiple of $1,000,000, and provided  further
that, as provided in Section 2.5(a), following the making of each Bid
Borrowing, the aggregate amount of the Advances then outstanding shall not
exceed the aggregate amount of the Commitments of the Lenders (computed without
regard to the Bid Reduction).  Within
the limits and on the conditions set forth in this Section 2.5, the Borrowers
may from time to time borrow under this Section 2.5, repay pursuant to Section
2.5(g), and reborrow under this Section 2.5, provided that a Bid
Borrowing shall not be made within three Business Days of the date of any other
Bid Borrowing.


 


(h)                                 Repayment
of Bid Advances.  On the maturity
date of each Bid Advance specified by the relevant Borrower for repayment of
such Bid Advance in the related Notice of Bid Borrowing, the Borrower shall
repay to the Agent for the account of the Lender which has made such Bid
Advance the then unpaid principal amount of such Bid Advance.  The Borrowers shall have no right to prepay
any principal amount of any Bid Advance.


 


15

















 


(i)                                     Interest
on Bid Advances; Bid Notes.  The
relevant Borrower shall pay interest on the unpaid principal amount of each Bid
Advance, from the date of such Bid Advance to the date the principal amount of
such Bid Advance is repaid in full, at the fixed rate of interest specified by
the Lender making such  Fixed Rate
Advance in its notice with respect thereto delivered pursuant to Section 2.5(c)
or, in the case of a Eurodollar Rate Bid Advance, the margin specified by the
Lender making such Bid Advance in its notice with respect thereto plus the
Eurodollar Rate determined with respect to such Bid Borrowing pursuant to
Section 2.10, payable on the interest payment date or dates specified by the
Borrower for such Bid Advance in the related Notice of Bid Borrowing.  Upon the occurrence and during the
continuance of an Event of Default, the applicable Borrower shall pay interest
on the amount of unpaid principal of and interest on each Bid Advance owing to
a Lender, payable in arrears on the date or dates interest is payable thereon,
at a rate per annum equal at all times to 1% per annum above the rate per
annum required to be paid on such Bid Advance under the terms of the Bid Note
evidencing such Bid Advance unless otherwise agreed in such Bid Note.  The indebtedness of the applicable Borrower
resulting from each Bid Advance made to the Borrower as part of a Bid Borrowing
shall be evidenced by a separate Bid Note of such Borrower payable to the order
of the Lender making such Bid Advance, which Bid Note shall be returned to the
Borrower upon payment in full of such Bid Advance.


 


2.6                                Lender Assignment or Sale.  Any Lender may, without the prior written
consent of the Borrowers, sell or assign all or any part of such Lender’s
rights in any or all of the Bid Advances made by such Lender or in the Bid
Notes in connection with such Bid Advances as a participation, provided,
however, that


 


(i)                                     any
such sale or assignment shall not require any Borrower to file a registration
statement with the Securities and Exchange Commission or apply to qualify the
Advances or the Notes under the blue sky laws of any state, and the selling or
assigning Lender shall otherwise comply with all federal and state securities
laws applicable to such transaction,


 


(ii)                                  no
purchaser or assignee in such a transaction shall thereby become a “Lender” for
any purpose under this Agreement,


 


(iii)                               such
Lender’s obligations under this Agreement (including, without limitation, its
Commitment to the Borrowers) shall remain unchanged,


 


(iv)                              such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, and


 


(v)                                 the
Borrowers, the Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement.


 


2.7                                Fees. 
TBC agrees to pay to the Agent for the account of each Lender a facility
fee (“Facility Fee”) on such
Lender’s Commitment, without regard to usage. 
The Facility Fee shall be payable for the periods from the date hereof
in the case of each Lender named in Schedule I, and from the effective date on
which any other Lender becomes party hereto, until the Termination Date (or
such earlier date on which such Lender ceases to be a party hereto) at the rate
per annum equal to the Applicable Percentage in effect from time to time.  Facility Fees shall be payable in arrears on
each January 1, April 1, July 1 and October 1 during the term of this Agreement
until and on the Termination Date.  The
amount of the Facility Fee payable on January 1, 2004 and on the Termination
Date shall be prorated based on the actual number of days elapsed either since
the date hereof (in the case of the January 1, 2004 payment) or since the date
on which the last


 


16

















 


payment in respect of the Facility Fee was made (in the
case of the payment made on the Termination Date).


 


2.8                                Reduction of
the Commitments.


 


(a)                                  Optional
Reductions.  TBC shall have the
right, upon at least 3 Business Days’ notice to the Agent, to permanently
terminate in whole or permanently reduce ratably in part the unused portions of
the Commitments, provided that each partial reduction shall be in a
minimum amount of $10,000,000 or an integral multiple of $1,000,000 in excess
thereof, and provided  further that the aggregate amount of the
Commitments shall not be reduced to an amount which is less than the aggregate
principal amount of the Bid Advances then outstanding.


 


(b)                                 Mandatory
Reduction.  At the close of business
on the Termination Date, the aggregate Commitments shall be automatically and
permanently reduced, on a pro rata basis, by an amount equal to the amount by
which the aggregate Commitments immediately prior to giving effect to such
reduction exceed the aggregate unpaid principal amount of the Committed
Advances then outstanding.


 


2.9                                Additional Interest on Eurodollar Rate Committed
Advances.  Each Borrower
shall pay to each Lender, so long as such Lender is required under regulations
of the Board of Governors of the Federal Reserve System to maintain reserves
with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities, additional interest on the unpaid principal amount of each
Eurodollar Rate Committed Advance of such Lender to such Borrower, from the
date of such Committed Advance until such principal amount is paid in full, at
an interest rate per annum for each Interest Period equal to the remainder
obtained by subtracting (i) the Eurodollar Rate for such Interest Period for
such Committed Advance from (ii) the rate obtained by dividing such Eurodollar
Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage
of such Lender for such Interest Period, payable on each date on which interest
is payable on such Committed Advance. 
Such additional interest shall be determined by such Lender and notified
to the relevant Borrowers through the Agent.


 


2.10                          Eurodollar
Interest Rate Determination.


 


(a)                                  Methods
to Determine Eurodollar Rate.  The
Agent shall determine the Eurodollar Rate for each Eurodollar Rate Advance by
using the methods described in the definition of the term “Eurodollar Rate,”
and shall give prompt notice to the relevant Borrowers and the Lenders of each
such Eurodollar Rate.


 


(b)                                 Role
of Reference Banks.  In the event
the Eurodollar Rate cannot be determined by the first method described in the
definition of “Eurodollar Rate,” each Reference Bank shall furnish to the Agent
timely information for the purpose of determining the Eurodollar Rate in
accordance with the second method described therein.  If any one or more of the Reference Banks does not furnish such
timely information to the Agent for the purpose of determining a Eurodollar
Rate, the Agent shall determine such interest rate on the basis of timely
information furnished by the remaining Reference Banks.  In the event the rate cannot be determined
by either of the methods described in the definition of “Eurodollar Rate,”
then:


 


(i)                                     the
Agent shall forthwith notify the Borrowers and the Lenders that the interest
rate cannot be determined for such Eurodollar Rate Advances,


 


(ii)                                  each
such Advance, if a Committed Advance, will automatically, on the last day of
the then existing Interest Period therefor, Convert into a Base Rate Advance
(or if the


 


17

















 


Borrower was attempting to Convert a Base
Rate Advance into a Eurodollar Rate Committed Advance, such Advance will
continue as a Base Rate Advance), and


 


(iii)                               the
obligation of the Lenders to make Eurodollar Rate Bid Advances, or to make, or
to Convert Base Rate Advances into, Eurodollar Rate Committed Advances shall be
suspended until the Agent notifies the Borrowers and the Lenders that the
circumstances causing such suspension no longer exist.


 


(c)                                  Inadequate
Eurodollar Rate.  If, with respect
to any Eurodollar Rate Committed Advances, the Majority Lenders notify the
Agent that the Eurodollar Rate for any Interest Period for such Committed
Advances will not adequately reflect the cost to such Majority Lenders of
making, funding or maintaining their respective Eurodollar Rate Committed
Advances for such Interest Period, the Agent shall forthwith so notify the
relevant Borrowers and the Lenders, whereupon


 


(i)                                     each such
Eurodollar Rate Committed Advance will automatically, on the last day of the
then existing Interest Period therefor, Convert into a Base Rate Advance, and


 


(ii)                                  the obligation of the
Lenders to make, or to Convert Base Rate Advances into, Eurodollar Rate
Committed Advances shall be suspended until the Agent notifies the Borrowers
and the Lenders that the circumstances causing such suspension no longer exist.


 


(d)                                 Absence
of an Interest Period on a Eurodollar Rate Committed Advance.  If a Borrower fails to select the duration
of an Interest Period for a Eurodollar Rate Committed Advance in accordance
with the provisions contained in the definition of “Interest Period” in Section
1.1, the Agent will forthwith so notify the Borrower and the Lenders and such
Committed Advances will automatically, on the last day of the then existing
Interest Period therefor, Convert into Base Rate Advances.


 


2.11                          Voluntary Conversion of Committed Advances.  Subject to the provisions of Sections 2.10
and 2.15, any Borrower may Convert all such Borrower’s Committed Advances of
one Type constituting the same Committed Borrowing into Advances of the other
Type on any Business Day, upon notice given to the Agent not later than 11:00
a.m. (New York City time) on the third Business Day prior to the date of the
proposed Conversion; provided, however, that the Conversion of a
Eurodollar Rate Committed Advance into a Base Rate Advance may be made on, and
only on, the last day of an Interest Period for such Eurodollar Rate Committed
Advance.  Each such notice of a
Conversion shall, within the restrictions specified above, specify


 


(i)                                     the
date of such Conversion,


 


(ii)                                  the
Committed Advances to be Converted, and


 


(iii)                               if
such Conversion is into Eurodollar Rate Committed Advances, the duration of the
Interest Period for each such Committed Advance.


 


2.12                          Prepayments.  Any
Borrower shall have the right at any time and from time to time, upon prior
written notice from such Borrower to the Agent, to prepay its outstanding
principal obligations with respect to its Committed Advances in whole or
ratably in part (except as provided in Section 2.15 or 2.19), provided
that every notice of prepayment given by a Subsidiary Borrower must be
countersigned by an authorized representative of TBC, in order to evidence the
consent of TBC, in its sole discretion, to that prepayment.  Such prepaying Borrower may be obligated to
make certain prepayments of obligations with respect to one or more Committed
Advances subject to and in accordance with this Section 2.12.


 


18

















 


(a)                                  Base
Rate Borrowings Prepayments.  With
respect to Base Rate Borrowings, such prepayment shall be without premium or
penalty, upon notice given to the Agent, and shall be made not later than 11:00
a.m. (New York City time) on the date of such prepayment.  The Borrower shall designate in such notice
the amount and date of such prepayment. 
Accrued interest on the amount so prepaid shall be payable on the first
Business Day of the calendar quarter next following the prepayment.  The minimum amount of Base Rate Borrowings
which may be prepaid on any occasion shall be $10,000,000 or an integral
multiple of $1,000,000 in excess thereof or, if less, the total amount of Base
Rate Advances then outstanding for that Borrower.


 


(b)                                 Eurodollar
Rate Committed Borrowings Prepayments. 
With respect to Eurodollar Rate Committed Borrowings, such prepayment
shall be made on at least 3 Business Days’ prior written notice to the Agent
not later than 11:00 a.m. (New York City time), and if such notice is given the
applicable Borrower shall prepay the outstanding principal amount of the
Committed Advances constituting part of the same Committed Borrowing in whole
or ratably in part, together with accrued interest to the date of such
prepayment on the principal amount prepaid. 
The minimum amount of Eurodollar Rate Committed Borrowings which may be
prepaid on any occasion shall be $10,000,000 or an integral multiple of
$1,000,000 in excess thereof or, if less, the total amount of Eurodollar Rate
Committed Advances then outstanding for that Borrower.


 


(c)                                  Additional
Prepayment Payments.  The prepaying
Borrower shall, on the date of the prepayment of any Eurodollar Rate Committed
Advances, pay to the Agent for the account of each Lender interest accrued to
such date of prepayment on the principal amount prepaid plus, in the case only
of a prepayment on any date which is not the last day of an applicable
Eurodollar Interest Period, any amounts which may be required to compensate
such Lender for any losses or out-of-pocket costs or expenses (including any
loss, cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds, but excluding loss of anticipated profits) incurred by
such Lender as a result of such prepayment, provided that such Lender
shall exercise reasonable efforts to minimize any such losses, costs and
expenses.


 


(d)                                 Eurodollar
Rate Committed Advance Prepayment Expense. 
If, due to the acceleration of any of the Committed Advances pursuant to
Section 6.2(b), an assignment, repayment or prepayment under Section 2.19 or
2.20 or otherwise, any Lender receives payment of its portion of, or is subject
to any Conversion from, any Eurodollar Rate Committed Advance on any day other
than the last day of an Interest Period with respect to such Committed Advance,
the relevant Borrowers shall pay to the Agent for the account of such Lender
any amounts which may be payable to such Lender by such Borrower by reason of
payment on such day as provided in Section 2.12(c).


 


2.13                          Increases in
Costs.


 


(a)                                  Costs
from Law or Authorities.  If, due to
either


 


(1)                                  the
introduction of, or any change (other than, in the case of Eurodollar Rate
Borrowings, a change by way of imposition or an increase of reserve
requirements described in Section 2.9) in, or new interpretation of, any law or
regulation effective at any time and from time to time on or after the date
hereof, or


 


(2)                                  the
compliance with any guideline or the request from or by any central bank or
other governmental authority (whether or not having the force of law),


 


there is an increase in
the cost incurred by a Lender in agreeing to make or making, funding or
maintaining any Eurodollar Rate Committed Advance or Eurodollar Rate Bid
Advance then or at any time thereafter outstanding (excluding for purposes of
this Section 2.13 any such increased


 


19

















 


costs resulting from (i)
Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes
in the basis of taxation of overall net income or overall gross income by the
United States or by the foreign jurisdiction or state under the laws of which
such Lender is organized or has its Applicable Lending Office (or any political
subdivision thereof), then TBC shall from time to time, upon demand of such
Lender (with a copy of such demand to the Agent), pay to the Agent for the
account of such Lender such amounts as are required to compensate such Lender
for such increased cost, provided that such Lender shall exercise
reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to minimize any such increased cost and provided
further that the Borrowers shall not be required to pay any such
compensation with respect to any period prior to the 90th day before the date
of any such demand, unless such introduction, change, compliance or request
shall have retroactive effect to a date prior to such 90th day.  A certificate as to the amount of such
increase in cost, submitted to the relevant Borrowers and the Agent by such
Lender, shall be conclusive and binding for all purposes under this Section
2.13(a), absent manifest error.


 


(b)                                 Increased
Capital Requirements.  If any Lender
determines that compliance with any law or regulation or any guidelines or
request from any central bank or other governmental authority (whether or not
having the force of law) which is enacted, adopted or issued at any time and
from time to time after the date hereof affects or would affect the amount of
capital required or expected to be maintained by such Lender (or any
corporation controlling such Lender) and that the amount of such capital is
increased by or based upon the existence of such Lender’s Commitment and other
commitments of this type, then, upon demand by such Lender (with a copy of such
demand to the Agent), the Borrowers shall immediately pay to the Agent for the
account of such Lender, from time to time as specified by such Lender,
additional amounts sufficient to compensate such Lender in the light of such
circumstances, to the extent that such Lender reasonably determines such
increase in capital to be allocable to the existence of such Lender’s
Commitment, provided that such Lender shall exercise reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
minimize any such compensation payable by the Borrowers hereunder and provided
further that the Borrowers shall not be required to pay any such
compensation with respect to any period prior to the 90th day before the date
of any such demand, unless such introduction, change, compliance or request
shall have retroactive effect to a date prior to such 90th day.  A certificate as to such amounts submitted
to the relevant Borrowers and the Agent by such Lender, shall be conclusive and
binding for all purposes, absent manifest error.


 


(c)                                  Borrower
Rights Upon Cost Increases.  Upon
receipt of notice from any Lender claiming compensation pursuant to this
Section 2.13 or Section 2.14 and as long as no Default has occurred and is
continuing, TBC shall have the right, on or before the 30th day after the date
of receipt of any such notice,


 


(i)                                     to
arrange for one or more Lenders or other commercial banks to assume the
Commitment of such Lender; subject, however, to payment to the Agent by the
assignor or the assignee of a processing and recording fee of $3,500, in the
event the assuming lender is not a Lender; or


 


(ii)                                  to
arrange for the Commitment of such Lender to be terminated and all Committed
Advances owed to such Lender to be prepaid;


 


and, in either case,
subject to payment in full of all principal, accrued and unpaid interest, fees
and other amounts payable under this Agreement and then owing to such Lender
immediately prior to the assignment or termination of the Commitment of such
Lender.


 


20

















 


2.14                          Taxes.


 


(a)                                  Exclusion
and Inclusion of Taxes.  Any and all
payments by each Borrower hereunder or with respect to any Advances or under
any Notes shall be made, in accordance with Section 2.16, free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto, excluding,
in the case of each Lender and the Agent, taxes that are imposed on its overall
net income by the United States and taxes that are imposed on its overall net
income (and franchise taxes imposed in lieu thereof)  by the state or foreign jurisdiction under the laws of which such
Lender or the Agent (as the case may be) is organized or any political
subdivision thereof and, in the case of each Lender, taxes that are imposed on
its overall net income ( and franchise taxes imposed in lieu thereof) by the
state or foreign jurisdiction of such Lender’s Applicable Lending Office or any
political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities in respect of payments
hereunder or with respect to any Advances or under any Notes, hereinafter
referred to as “Taxes”).  If any Borrower shall be required by law to
deduct any Taxes from or in respect to any sum payable hereunder or with
respect to any Advances or under any Note to any Lender or the Agent, (i) the
sum payable shall be increased as may be necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 2.14) such Lender or the Agent (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) such Borrower shall make such deductions and (iii) such  Borrower shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with
applicable law.


 


(b)                                 Payment
of Other Taxes.  In addition, each
Borrower shall pay any present or future stamp, documentary, excise, property
or similar taxes, charges, or levies that arise from any payment made hereunder
or with respect to any Advances and under any Notes or from the execution,
delivery or registration of, performance under, or otherwise with respect to,
this Agreement or any Notes ( “Other Taxes”).


 


(c)                                  Indemnification
as to Taxes.  Each Borrower shall
indemnify each Lender and the Agent for and hold it harmless against the full
amount of Taxes and Other Taxes, and for the full amount of taxes of any kind
imposed by any jurisdiction on amounts payable under this Section 2.14, imposed
on or paid by such Lender or the Agent (as the case may be) and any liability (
including penalties, interest and expenses) arising therefrom or with respect
thereto.  This indemnification shall be
made within 30 days from the date such Lender or the Agent (as the case may be)
makes written demand therefor.


 


(d)                                 Evidence
of or Exemption from Taxes.  Within
30 days after the date of any payment of Taxes, the Borrower which paid such
Taxes shall furnish to the Agent, at its address referred to in Section 8.2,
the original or a certified copy of a receipt evidencing such payment.  In the case of any payment hereunder or with
respect to the Advances or under any Notes by or on behalf of any Borrower
through an account or branch outside the United States or by or on behalf of
any Borrower by a payor that is not a United States person, if the Borrower
determines that no taxes are payable in respect thereof, such Borrower shall
furnish, or shall cause such payor to furnish, to the Agent, at such address,
an opinion of counsel acceptable to the Agent stating that such payment is
exempt from Taxes.  For purposes of this
subsection (d) and subsection (e), the terms “United
States” and “United States person”
have the meanings specified in Section 7701 of the Internal Revenue Code.


 


(e)                                  Non-U.S.
Lenders.  Each Lender organized
under the laws of a jurisdiction outside the United States shall, on or prior
to the date of its execution and delivery of this Agreement (in the case of
each Lender listed in Schedule I), and from the date on which any other Lender
becomes a party hereto (in the case of each other Lender), and from time to
time thereafter as requested in writing by TBC (but only so long thereafter as
such Lender remains lawfully able to do so), provide each of the Agent and TBC
with two original Internal Revenue Service forms W-8BEN or W-8EC1, as


 


21

















 


appropriate, or any successor form prescribed
by the Internal Revenue Service, to establish that such Lender is not subject
to, or is entitled to a reduced rate of, United States withholding tax on
payments pursuant to this Agreement or with respect to any Advances or any
Notes.  If the forms provided by a
Lender at the time such Lender first becomes a party to this Agreement
indicates a United States interest withholding tax rate in excess of zero,
withholding tax at such rate shall be considered excluded from Taxes unless and
until such Lender provides the appropriate form certifying that a lower rate
applies, whereupon withholding tax at such lower rate only shall be considered
excluded from Taxes for periods governed by such form; provided,
however, that, if at the date on which a Lender becomes a party to this
Agreement, the Lender assignor was entitled to payments under subsection
2.14(a) in respect of United States withholding tax with respect to interest
paid at such date, then, to such extent, the term Taxes shall include (in
addition to withholding taxes that may be imposed in the future or other
amounts otherwise includable in Taxes) United States withholding tax, if any,
applicable with respect to the Lender assignee on such date.  If any form or document referred to in this
subsection 2.14(e) requires the disclosure of information, other than
information necessary to compute the tax payable and information required on
the date hereof by Internal Revenue Service form W-8BEN or W-8EC1, that the
Lender reasonably considers to be confidential, the Lender shall give notice thereof
to the relevant Borrowers and shall not be obligated to include in such form or
document confidential information.


 


(f)                                    Lender
Failure to Provide IRS Forms.  For
any period with respect to which any Lender has failed to provide TBC with the
appropriate form described in subsection 2.14(e) (other than if such failure is
due to a change in law occurring after the date on which a form originally was
required to be provided or if such form otherwise is not required under
subsection 2.14(e)), such Lender shall not be entitled to indemnification under
subsection (a) or (c) with respect to Taxes imposed by the United States by
reason of such failure; provided, however, that should a Lender
become subject to Taxes because of its failure to deliver a form required
hereunder, TBC shall take such steps as such Lender shall reasonably request to
assist such Lender to recover such Taxes.


 


2.15                          Illegality.  If any Lender shall notify the Agent that
either


 


(a)                                  there
is any introduction of, or change in or in the interpretation of, any law or
regulation that in the opinion of counsel for such Lender in the relevant
jurisdiction makes it unlawful, or


 


(b)                                 any
central bank or other governmental authority asserts that it is unlawful


 


for such Lender to
continue to fund or maintain any Eurodollar Rate Advances or to perform its
obligations hereunder with respect to Eurodollar Rate Advances hereunder, then,
upon the issuance of such opinion of counsel or such assertion by a central
bank or other governmental authority, the Agent shall give notice of such
opinion or assertion to the Borrowers (accompanied by such opinion, if
applicable).  The Borrowers shall
forthwith either


 


(i)                                     prepay
in full all Eurodollar Rate Committed Advances and all Eurodollar Rate Bid
Advances made by such Lender, with accrued interest thereon or


 


(ii)                                  Convert
each such Eurodollar Rate Committed Advance made by such Lender into a Base
Rate Advance.


 


Upon such prepayment or
Conversion, the obligation of such Lender to make Eurodollar Rate Committed Advances
or Eurodollar Rate Bid Advances, or to Convert Committed Advances into
Eurodollar Rate Committed Advances, shall be suspended until the Agent shall
notify the Borrowers that the circumstances causing such suspension no longer
exists.


 


22

















 


2.16                          Payments and
Computations.


 


(a)                                  Time
and Distribution of Payments.  The
Borrowers shall make each payment hereunder and with respect to any Advances or
under any Notes, without counterclaim or setoff, not later than 11:00 a.m. (New
York City time) on the day when due in U.S. dollars to the Agent at the Agent’s
Account in same day funds.  The Agent
shall promptly thereafter cause to be distributed like funds relating to the payment
of principal or interest or fees ratably (other than amounts payable pursuant
to Section 2.5, 2.9, 2.13, 2.14, 2.15 or 2.19) to the Lenders for the account
of their respective Applicable Lending Offices, and like funds relating to the
payment of any other amount payable to any Lender to such Lender for the
account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. 
From and after the effective date of an assignment pursuant to Section
2.20, the Agent shall make all payments hereunder and with respect to any
Advances or under any Notes in respect of the interest assigned thereby to the
Lender assignee thereunder, and the parties to such assignment shall make all
appropriate adjustments in such payments for the periods prior to such effective
date directly between themselves.


 


(b)                                 Computation
of Interest and Fees.  All
computations of interest based on the Base Rate and utilization fees shall be
made by the Agent on the basis of a year of 365 or 366 days, as the case may
be.  All computations of interest based
on the Eurodollar Rate or the Federal Funds Rate and of Facility Fees shall be
made by the Agent, and all computations of interest pursuant to Section 2.9
shall be made by a Lender, on the basis of a year of 360 days, in each case for
the actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest or fees are payable.  Each determination by the Agent (or, in the
case of Section 2.9, by a Lender) of an interest rate hereunder shall be
conclusive and binding for all purposes, absent manifest error.


 


(c)                                  Payment
Due Dates.  Whenever any payment
hereunder or with respect to any Advances or under any Notes shall be stated to
be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or fee, as the case may be,
but not later than the Termination Date or, if the Term Loan Election has been
exercised, the Maturity Date; provided, however, if such
extension would cause payment of interest on or principal of Eurodollar Rate
Advances to be made in the next following calendar month, such payment shall be
made on the immediately preceding Business Day.


 


(d)                                 Presumption
of Borrower Payment.  Unless the
Agent receives notice from a Borrower prior to the date on which any payment is
due to any Lenders hereunder that such Borrower will not make such payment in
full, the Agent may assume that the Borrower has made such payment in full to
the Agent on such date and the Agent may, in reliance upon such assumption,
cause to be distributed to each such Lender on such due date an amount equal to
the amount then due such Lender.  If and
to the extent that such Borrower has not made such payment in full to the
Agent, each such Lender shall repay to the Agent forthwith on demand such
amount distributed to such Lender together with interest thereon, for each day
from the date such amount is distributed to such Lender until the date such
Lender repays such amount to the Agent, at the Federal Funds Rate.


 


2.17                          Sharing of Payments, Etc.  If any Lender obtains
any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) on account of the Committed Advances made by it
(other than pursuant to Sections 2.9, 2.13, 2.14, 2.15 or 2.19), in excess of
its ratable share of payments on account of the Committed Advances obtained by
all the Lenders, such Lender shall forthwith purchase from the other Lenders
such participations in the Committed Advances made by them as shall be
necessary to cause such purchasing Lender to share the


 


23

















 


excess payment
ratably with each of them, provided, however, that if all or any portion
of such excess payment is thereafter recovered from such purchasing Lender,
such purchase from each other Lender shall be rescinded and each such other
Lender shall repay to the purchasing Lender the purchase price to the extent of
such recovery together with an amount equal to such Lender’s ratable share
(according to the proportion of (i) the amount of such Lender’s required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered. 
The Borrowers agree that any Lender so purchasing a participation from
another Lender pursuant to this Section 2.17 may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off) with respect to such participation as fully as if such Lender were a
creditor of the Borrowers in the amount of such participation.


 


2.18                          Evidence of
Debt.


 


(a)                                  Lender
Records; If Notes Required.  Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of each Borrower to such Lender resulting
from each Committed Advance owing to such Lender from time to time, including
the amounts of principal and interest payable and paid to such Lender from time
to time hereunder in respect of Committed Advances.  Each Borrower shall, upon notice by any Lender to such Borrower
(with a copy of such notice to the Agent) to the effect that a Committed Note
is required or appropriate in order for such Lender to evidence (whether for
purposes of pledge, enforcement or otherwise) the Committed Advances owing to,
or to be made by, such Lender, such Borrower shall promptly execute and deliver
to such Lender a Committed Note payable to the order of such Lender in a
principal amount up to the Commitment of such Lender.


 


(b)                                 Record
of Borrowings, Payables and Payments.  The Register maintained by the Agent pursuant to Section 2.20(d)
shall include a control account, and a subsidiary account for each Lender, in
which accounts (taken together) shall be recorded


 


(i)                                     the
date and amount of each Borrowing made hereunder to each Borrower, the Type of
Advances constituting such Borrowing and, if appropriate, the Interest Period
applicable thereto,


 


(ii)                                  the
terms of each assignment pursuant to Section 2.20,


 


(iii)                               the
amount of any principal or interest due and payable or to become due and
payable from each Borrower to each Lender hereunder, and


 


(iv)                              the
amount of any sum received by the Agent from a Borrower hereunder and each
Lender’s share thereof.


 


(c)                                  Evidence
of Payment Obligations.  Entries
made in good faith by the Agent in the Register pursuant to subsection (b)
above, and by each Lender in its account or accounts pursuant to subsection (a)
above, shall be prima  facie evidence of the amount of principal
and interest due and payable or to become due and payable from a Borrower to,
in the case of the Register, each Lender and, in the case of such account or
accounts, such Lender, under this Agreement, absent manifest error; provided,
however, that the failure of the Agent or such Lender to make an entry,
or any finding that an entry is incorrect, in the Register or such account or
accounts shall not limit or otherwise affect the obligations of the Borrowers
under this Agreement.


 


24

















 


2.19                          Alteration
of Commitments and Addition of Lenders.


 


(a)                                  Alter
Lender Commitment.  By a written
agreement executed only by TBC, the Agent and the affected Lender and any
non-party lender involved,


 


(i)                                     the Commitment of
such affected Lender may be increased to the amount set forth in such
agreement;


 


(ii)                                  such non-party lender
may be added as a Lender with a Commitment as set forth in such agreement, provided
that such lender agrees to be bound by all the terms and provisions of this
Agreement; and


 


(iii)                               the unused portion of
the Commitment of such affected Lender may be reduced or terminated and the
Committed Advances owing to such Lender may be prepaid in whole or in part, all
as set forth in such agreement.


 


(b)                                 Conditions
to Alteration.  The Agent may
execute any such agreement without the prior consent of any Lender other than
the Lender affected, provided, however, that if at the time the
Agent proposes to execute such agreement either (A) TBC’s long-term senior
unsecured debt is rated lower than A- by S&P or lower than A3 by Moody’s or
(B) a Default has occurred and is continuing, then the Agent shall not execute
any such agreement unless it has first obtained the prior written consent of
the Majority Lenders, and provided  further that the Agent shall
not execute any such agreement without the prior written consent of the
Majority Lenders if such agreement would increase the total of the Commitments
to an amount in excess of $2,500,000,000 or, pursuant to Section 2.19(c),
$3,000,000,000.


 


(c)                                  Increase
Total Commitment.  The Company has
the right, once prior to the initial Termination Date (and, if the Termination
Date is extended pursuant to Section 2.21, once following such extension), to
increase the total of the Commitments through a Request for Alteration, in minimum increments of $50,000,000,
up to a maximum aggregate of Commitments of $3,000,000,000, provided
that, in addition to the  requirements specified in Section 2.19(b), at
the time of and after giving effect to an increase, TBC’s long-term senior
unsecured non-credit-enhanced debt ratings from Moody’s and S&P are better
than or equal to A3 and A-, respectively. 
The Company may offer the increases to


 


(i)                                     the
Lenders, and each Lender shall have the right, but no obligation, to increase
its Commitment, by giving notice thereof to the Agent, to all or a portion of
the proposed increase (the “Proposed
Increased Commitment”), allocations to be based on the ratio of each
Lender’s Proposed Increased Commitment, if any, to the aggregate of all
Proposed Increased Commitments, and


 


(ii)                                  third
party financial institutions acceptable to the Agent, provided  that the minimum commitment of each such
institution equals or exceeds $50,000,000.


 


(d)                                 Request
for Alteration.  The Agent shall
give each Lender prompt notice of any such agreement becoming effective.  All requests for Lender consent under the
provisions of this Section 2.19 shall specify the date upon which any such
increase, addition, reduction, termination, or prepayment shall become
effective (the “Effective Date”)
and shall be made by means of a Request for
Alteration substantially in the form as set forth in Exhibit C.  On the Effective Date on which the
Commitment of any Lender is increased, decreased, terminated or created or on
which prepayment is made, all as described in such Request for Alteration, the
Borrowers or such Lender, as the case may be, shall make available to the Agent
not later than 12:30 p.m. (New York City time) on such date, in same day funds,
the amount, if any, which may be required (and the Agent shall distribute such
funds received by it to the Borrowers or to such Lenders, as the case may be)
so that at the close of business on such date the sum of the Committed Advances
of


 


25

















 


each Lender then outstanding shall be in the same
proportion to the total of the Committed Advances of all the Lenders then
outstanding as the Commitment of such Lender is to the total of the
Commitments.  The Agent shall give each
Lender notice of the amount to be made available by, or to be distributed to,
such Lender at least 3 Business Days before such payment is made.


 


2.20                          Assignments;
Sales of Participations and Other Interests in Advances.


 


(a)                                  Assignment
of Lender Obligations.  From time to
time each Lender may, with the prior written consent of TBC (so long as no
Event of Default has occurred and is continuing) and subject to the
qualifications set forth below, assign to one or more Lenders or an Eligible
Assignee all or any portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment, the Committed
Advances owing to it and the Committed Note, if any, held by it) and will, at
any time, if arranged by the Company pursuant to clause (i)(A) below upon at
least 30 days’ notice to such Lender and the Agent, assign to one or more
Eligible Assignees all of its rights and obligations under this Agreement
(including without limitation, all of its Commitment, the Committed Advances
owing to it and the Committed Note, if any, held by it); subject to the
following:


 


(i)                                     If
such Lender notifies TBC and the Agent of its intent to request the consent of
TBC to an assignment, TBC shall have the right, for 30 days after receipt of
such notice and so long as no Event of Default has occurred and is continuing,
in its sole discretion either (A) to arrange for one or more Eligible Assignees
to accept such assignment (a “Required
Assignment”) or (B) to arrange for the rights and obligations of
such Lender (including, without limitation, such Lender’s Commitment), and the
total Commitments, to be reduced by an amount equal to the amount of such
Lender’s Commitment proposed to be assigned and, in connection with such
reduction, to prepay that portion of the Committed Advances owing to such
Lender which it proposes to assign;


 


(ii)                                  If
TBC fails to notify such Lender within 30 days of TBC’s receipt of such
Lender’s request for consent to assignment, the Borrowers shall be deemed to
consent to the proposed assignment;


 


(iii)                               Any
such assignment shall not require any Borrower to file a registration statement
with the Securities and Exchange Commission or apply to qualify the interests
in the Committed Advances under the blue sky laws of any state and the
assigning Lender shall otherwise comply with all federal and state securities
laws applicable to such assignment;


 


(iv)                              Unless
TBC consents, the amount of the Commitment of the assigning Lender being
assigned pursuant to any such assignment (determined as of the date of the
assignment) shall either (A) equal 50% of all such rights and obligations (or
100% in the case of a Required Assignment) or (B) not be less than $10,000,000
or an integral multiple of $1,000,000 in excess thereof;


 


(v)                                 Unless
TBC consents, the aggregate amount of the Commitment assigned pursuant to all
such assignments of such Lender (after giving effect to such assignment) shall
in no event exceed 50% (except in the case of a Required Assignment) of all
such Lender’s Commitment (as set forth in Schedule I, in the case of each
Lender that is a party hereto as of November 21, 2003, or as set forth in the
Register as the aggregate Commitment assigned to such Lender pursuant to one or
more assignments, in the case of any assignee); and


 


(vi)                              No
Lender shall be obligated to make a Required Assignment unless such Lender has
received payments in an aggregate amount at least equal to the outstanding
principal


 


26

















 


amount of all Committed Advances being
assigned, together with accrued interest thereon to the date of payment of such
principal amount and all other amounts payable to such Lender under this
Agreement (including without limitation Section 2.12(c), provided that
such Lender shall receive its pro rata share of the Facility Fee on the next
date on which the Facility Fee is payable).


 


(b)                                 Effect
of Lender Assignment.  From and
after the effective date of any assignment pursuant to Section 2.20(a), (i) the
assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such assignment, it
shall have the rights and obligations of a Lender hereunder and (ii) the Lender
assignor thereunder shall, to the extent that rights and obligations hereunder
have been assigned by it pursuant to such assignment, relinquish its rights
(other than its rights under Section 2.13, 2.14, 2.19 or 8.3 to the extent any
claim thereunder relates to an event arising prior to such assignment) and be
released from its obligations under this Agreement (and, in the case of an
assignment covering all or the remaining portion of an assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto).


 


(c)                                  Security
Interest; Assignment to Lender Affiliate. 
Notwithstanding any other provision in this Agreement, any Lender may,
upon prior or contemporaneous notice to TBC and the Agent, at any time (i)
create a security interest in all or any portion of its rights under this
Agreement (including without limitation, the Advances owing to it and the Notes
held by it, if any) in favor of any Federal Reserve Bank in accordance with
Regulation A of the Board of Governors of the Federal Reserve System, and (ii)
assign all or any portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment, the
Committed Advances owing to it and the Committed Note held by it, if any) to an
Affiliate of such Lender unless the result of such an assignment would
be to increase the cost to any Borrowers of requesting, borrowing, continuing,
maintaining, paying or converting any Advances.


 


(d)                                 Agent’s
Register.  The Agent shall maintain
at its address referred to in Section 8.2 a copy of each assignment delivered
to and accepted by it and a register for the recordation of the names and
addresses of the Lenders and the Commitment of, and principal amount of the
Committed Advances of each Borrower owing to, each Lender from time to time
(the “Register”).  The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the Borrowers,
the Agent and the Lenders may treat each entity whose name is recorded in the
Register as a Lender hereunder for all purposes of this Agreement.  The Register shall be available for
inspection by the Borrowers or any Lender at any reasonable time and from time
to time upon reasonable prior notice. 
Upon receipt by the Agent from the assigning Lender of an assignment in
form and substance satisfactory to the Agent executed by an assigning Lender
and an assignee representing that it is an Eligible Assignee, together with
evidence of each Committed Advance subject to such assignment, and a processing
and recording fee of $3,500 (payable by either the assignor or the assignee),
the Agent shall, if such assignment is a Required Assignment or has been consented
to by TBC to the extent required by Section 2.20(a) or has been effected
pursuant to Section 2.21(c), (i) accept such assignment, (ii) record the
information contained therein in the Register, and (iii) give prompt notice
thereof to TBC.


 


(e)                                  Lender
Sale of Participations.  Each Lender
may sell participations in all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Commitment, the Advances owing to it and the Notes held by it, if any) to one
or more Affiliates of such Lender or to one or more other commercial banks; provided,
however, that


 


(i)                                     any
such participation shall not require any Borrowers to file a registration
statement with the Securities and Exchange Commission or apply to qualify any
interests in the Advances or any Notes under the blue sky laws of any state and
the Lender selling or


 


27

















 


granting such participation shall otherwise
comply with all federal and state securities laws applicable to such
transaction,


 


(ii)                                  no
purchaser of such a participation shall be considered to be a “Lender” for any
purpose under the Agreement,


 


(iii)                               such
Lender’s obligations under this Agreement (including, without limitation, its
Commitment to the Borrowers) shall remain unchanged,


 


(iv)                              such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations,


 


(v)                                 such
Lender shall remain the holder of any Notes issued with respect to its Advances
for all purposes of this Agreement,


 


(vi)                              the
Borrowers, the Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement, and


 


(vii)                           no
participant under any such participation shall have any right to approve any
amendment or waiver of any provision of this Agreement or any Note, or any
consent to any departure by any Borrower therefrom, except to the extent that
such amendment, waiver or consent would reduce the principal of, or interest
on, the Notes or any fees or other amounts payable hereunder, in each case to
the extent subject to such participation, or postpone any date fixed for any
payment of principal of, or interest on, the Notes or any fees or other amounts
payable hereunder, in each case to the extent subject to such participation.


 


(f)                                    Confidential
Borrower Information.  Any Lender
may, in connection with any assignment or participation or proposed assignment
or participation pursuant to this Section 2.20, disclose to the assignee or
participant or proposed assignee or participant, any information relating to
the Borrowers furnished to such Lender by or on behalf of the Borrowers; provided,
however, that, prior to any such disclosure of Confidential Information,
such Lender shall obtain the written consent of the Borrowers, and the assignee
or participant or proposed assignee or participant shall agree to preserve the
confidentiality of any such Confidential Information received by it from such Lender
except as disclosure may be required or appropriate to governmental
authorities, pursuant to legal process, or by law or governmental regulation or
authority.


 


2.21                          Extension of
Termination Date.


 


(a)                                  Extension
Request.  TBC may, on behalf of
itself and the Subsidiary Borrowers, by written notice to the Agent in the form
of Exhibit E (each such notice being an “Extension
Request”) given no earlier than 60 days and no later than 45 days
prior to the then applicable Termination Date, request that the then applicable
Termination Date be extended to a date 364 days after the then applicable
Termination Date; provided, however, that TBC shall not have
exercised the Term Loan Conversion Option for Committed Advances outstanding on
such Termination Date prior to such time. 
Such extension shall be effective with respect to each Lender which, by
a written notice in the form of Exhibit F (a “Continuation
Notice”) to TBC and the Agent given no earlier than 30 days and no
later than 20 days prior to the then applicable Termination Date, consents, in
its sole discretion, to such extension (each Lender giving a Continuation
Notice being referred to sometimes as a “Continuing
Lender” and each Lender other than a Continuing Lender being a “Non-Extending Lender”), provided,
however, that such
extension shall be effective only if the aggregate Commitments of the
Continuing Lenders are not less than 51% of the aggregate


 


28

















 


Commitments of the Lenders on the date of the
Extension Request.  No Lender shall have
any obligation to consent to any such extension of the Termination Date.  The Agent shall notify each Lender of the
receipt of an Extension Request within three (3) Business Days after receipt
thereof.  The Agent shall notify the
Company and the Lenders no later than 15 days prior to the then applicable
Termination Date whether the Agent has received Continuation Notices from
Lenders holding at least 51% of the aggregate Commitments on the date of the
Extension Request.


 


(b)                                 Non-Extending
Lenders.  The Commitment of each
Non-Extending Lender shall terminate at the close of business on the
Termination Date in effect prior to the delivery of such Extension Request
without giving any effect to such proposed extension, and on such Termination
Date TBC shall take one of the following three actions:


 


(i)                                     Replace
the Non-Extending Lenders pursuant to Section 2.21(c); or


 


(ii)                                  Pay
or cause to be paid to the Agent, for the account of the Non-Extending Lenders,
an amount equal to the Non-Extending Lenders’ Committed Advances, together with
accrued but unpaid interest and fees thereon and all other amounts then payable
hereunder to the Non-Extending Lenders; or


 


(iii)                               By
giving notice to the Agent no later than three days prior to the Termination
Date in effect prior to the delivery of such Extension Request, elect not to
extend the Termination Date beyond the then applicable Termination Date,  and in this event the Borrowers may in
their sole discretion repay any amount of the Committed Advances then
outstanding or exercise the Term Loan Conversion Option with respect to the
Committed Advances outstanding on the Termination Date in accordance with
Section 2.3.


 


(c)                                  Replacement
Lenders.  A Non-Extending Lender
shall be obligated, at the request of TBC, to assign at any time prior to the
close of business on the Termination Date applicable to such Non-Extending
Lender all of its rights (other than rights that would survive the termination
of the Agreement pursuant to Section 8.3) and obligations hereunder to one or
more Lenders or other commercial banks nominated by TBC and willing to become
Lenders in place of such Non-Extending Lender (the “Replacement Lenders”). 
In order to qualify as a Replacement Lender, a Lender or lender must
satisfy all of the requirements of this Agreement (including without limitation
the terms of Section 2.20 relating to Required Assignments).  Such obligation of each Non-Extending
Lenders is subject to such Non-Extending Lender’s receiving (i) payment in full
from the Replacement Lenders of the principal amount of all Advances owing to
such Non-Extending Lender immediately prior to an assignment to the Replacement
Lenders and (ii) payment in full from the relevant Borrowers of all accrued
interest and fees and other amounts payable hereunder and then owing to such
Non-Extending Lender immediately prior to the assignment to the Replacement
Lenders.  Upon such assignment, the
Non-Extending Lender shall no longer be a Lender, such Replacement Lender shall
become a Continuing Lender, and the Agent shall make appropriate entries in the
Register to reflect the foregoing.


 


2.22                          Subsidiary
Borrowers.


 


(a)                                  Subsidiary
Borrower Designation.  TBC may at
any time, and from time to time, by delivery to the Agent of a Borrower Subsidiary Letter substantially in
the form of Exhibit D, duly executed by TBC and the respective Subsidiary,
designate such Subsidiary as a “Subsidiary
Borrower” for purposes of this Agreement, and such Subsidiary shall
thereupon become a “Subsidiary Borrower” for purposes of this Agreement and, as
such, shall have all of the rights and obligations of a Borrower
hereunder.  The Agent shall promptly
notify each Lender of each such designation by TBC and the identity of the
designated Subsidiary.


 


29

















 


(b)                                 TBC
Consent to Subsidiary Borrower Borrowings and Notices.  No Advances shall be made to a Subsidiary
Borrower, and no Conversion of any Advances at the request of a Subsidiary
Borrower shall be effective, without, in each and every instance, the prior
consent of TBC, in its sole discretion, which shall be evidenced by the
countersignature of TBC to the relevant Notice of Borrowing or notice of
Conversion.  In addition, no notices
which are to be delivered by a Borrower hereunder shall be effective, with
respect to any Subsidiary Borrower, unless the notice is countersigned by TBC.


 


(c)                                  Subsidiary
Borrower Termination Event.  The
occurrence of any of the following events with respect to any Subsidiary
Borrower shall constitute a “Subsidiary
Borrower Termination Event” with respect to such Subsidiary
Borrower:


 


(i)                                     such
Subsidiary Borrower ceases to be a Subsidiary;


 


(ii)                                  such
Subsidiary Borrower is liquidated or dissolved;


 


(iii)                               such
Subsidiary Borrower fails to preserve and maintain its existence or makes any
material change in the nature of its business as carried out on the date such
Subsidiary Borrower became a Borrower hereunder;


 


(iv)                              such
Subsidiary Borrower merges or consolidates with or into another Person, or
conveys, transfers, leases, or otherwise disposes of (whether in one
transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to any Person (except that a
Subsidiary Borrower may merge into or dispose of assets to another Borrower);


 


(v)                                 any
of the “Events of Default” described in Section 6.1(a) through (f) occurs to or
with respect to such Subsidiary Borrower as if such Subsidiary Borrower were
“TBC”; or


 


(vi)                              the
Guaranty with respect to such Subsidiary Borrower ceases, for any reason, to be
valid and binding on TBC or TBC so states in writing.


 


(d)                                 Terminated
Subsidiary Borrower.  Upon the
occurrence of a Subsidiary Borrower Termination Event with respect to any
Subsidiary Borrower, such Subsidiary Borrower (a “Terminated Subsidiary Borrower”) shall cease to be a Borrower
for purposes of this Agreement and shall no longer be entitled to request or
borrow Advances hereunder.  All
outstanding Advances of a Terminated Subsidiary Borrower shall be automatically
due and payable as of the date on which the Subsidiary Borrower Termination
Event of such Terminated Subsidiary Borrower occurred, together with accrued
interest thereon and any other amounts then due and payable by that Borrower hereunder,
unless, in the case of a Subsidiary Borrower Termination Event described in
paragraph (iv) of Section 2.22(c), the other Person party to the transaction is
a Borrower and such other Borrower has assumed in writing all of the
outstanding Advances and other obligations under this Agreement and under the
Notes, if any, of the Terminated Subsidiary Borrower.


 


(e)                                  TBC
as Subsidiary Borrowers’ Agent. 
Each of the Subsidiary Borrowers hereby appoints and authorizes TBC to
take such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to TBC by the terms hereof, together with such
powers as are reasonably incidental thereto.


 


(f)                                    Subsidiaries’
Several Liabilities. 
Notwithstanding anything in this Agreement to the contrary, each of the
Subsidiary Borrowers shall be severally liable for the liabilities and
obligations of such Subsidiary Borrower under this Agreement and its
Borrowings, and Notes, if any.  No
Subsidiary Borrower shall be liable for the obligations of any other Borrower
under this


 


30

















 


Agreement or any Borrowings of any other
Borrower or any other Borrower’s Notes, if any.  Each Subsidiary Borrower shall be severally liable for all
payments of the principal of and interest on Advances to such Subsidiary
Borrower, and any other amounts due hereunder that are specifically allocable
to such Subsidiary Borrower or the Advances to such Subsidiary Borrower.  With respect to any amounts due hereunder,
including fees, that are not specifically allocable to a particular Borrower,
each Borrower shall be liable for such amount pro rata in the same proportion
as such Borrower’s outstanding Advances bear to the total of then-outstanding
Advances to all Borrowers.


 


ARTICLE 3



Representations and Warranties


 


3.1                               Representations and Warranties by the Borrowers.  Each of the Borrowers represents and
warrants as follows:


 


(a)                                  Corporate
Standing.  TBC is a duly organized
corporation existing in good standing under the laws of the State of
Delaware.  Each Subsidiary Borrower is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, and each of TBC and each Subsidiary Borrower
is qualified to do business in every jurisdiction where such qualification is
required, except where the failure to so qualify would not have a material
adverse effect on the financial condition of TBC and the Subsidiary Borrowers
as a whole.


 


(b)                                 Corporate
Powers; Governmental Approvals.  The
execution and delivery and the performance of the terms of this Agreement are,
and the execution and delivery and the performance of the terms of any Notes
and of each Guaranty will be, within the corporate powers of each Borrower
party thereto, have been or will have been (as appropriate) duly authorized by
all necessary corporate action, have, or will have, received (as appropriate)
all necessary governmental approval, if any (which approval, if any, remains in
full force and effect), and do not contravene any law, any provision of the
Certificate of Incorporation or By-Laws of any Borrower party thereto or any
contractual restriction binding on any Borrower party thereto.


 


(c)                                  Enforceability.  This Agreement and the Notes, if any, when
duly executed and delivered by each Borrower party thereto, will constitute
legal, valid and binding obligations of such Borrower, enforceable against such
Borrower in accordance with their respective terms, and each Guaranty, when
duly executed and delivered by TBC, will constitute a legal, valid and binding
obligation of TBC, enforceable against TBC in accordance with its terms,
subject to general equitable principles and except as the enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws of general application relating to creditors’
rights.


 


(d)                                 No
Material Pending or Threatened Actions. 
In TBC’s opinion, there are no pending or threatened actions or
proceedings before any court or administrative agency that are reasonably
likely to have a material adverse affect on the financial condition or
operations of the Company which is likely to materially impair the ability of
the Company to repay the Advances or which would affect the legality, validity
or enforceability of this Agreement or the Advances.


 


(e)                                  Consolidated
Statements.  The 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.  The Consolidated statement of financial
position as of September 30, 2003


 


31

















 


and the related Consolidated statement of
earnings and retained earnings for the nine month period then ended (copies of
which have been furnished to each Lender) correctly set forth, subject to
year-end audit adjustments, the Consolidated financial condition of TBC and its
Subsidiaries as of such date and the result of the Consolidated operations for
such nine month period.


 


(f)                                    Regulation
U.  No Borrower is engaged in the
business of extending credit for the purpose of purchasing or carrying margin
stock within the meaning of Regulation U issued by the Board of Governors of
the Federal Reserve System, and no proceeds of any Advance will be used to
purchase or carry any margin stock or to extend credit to others for the
purpose of purchasing or carrying any margin stock.  Following application of the proceeds of each Advance, not more
than 25 percent of the value of the assets (either of any Borrower only or of
each Borrower and its subsidiaries on a Consolidated basis) subject to the
provisions of Section 4.2(a) or subject to any restriction contained in any
agreement or instrument between any Borrower and any Lender or any Affiliate of
a Lender relating to Debt within the scope of Section 6.1(d) will be margin
stock (within the meaning of Regulation U issued by the Board of Governors of
the Federal Reserve System).


 


(g)                                 Investment
Company Act.  No Borrower is an
“investment company,” or an “affiliated person” of, or “promoter” or “principal
underwriter” for, an “investment company,” as such terms are defined in the
Investment Company Act of 1940, as amended. 
Neither the making of any Advances, nor the application of the proceeds
or repayment thereof by any Borrower, nor the consummation of the other
transactions contemplated hereby, will violate any provision of such Act or any
rule, regulation or order of the Securities and Exchange Commission thereunder.


 


(h)                                 No
Material Adverse Change.  Except as
disclosed in filings with the Securities and Exchange Commission prior to the
date hereof, there has been no material adverse change in the Company’s
financial condition or results of operations since December 31, 2002 that is
likely to impair the ability of the Company to repay the Advances.


 


ARTICLE 4



Covenants of TBC


 


4.1                                Affirmative Covenants of TBC. 
From the date of this Agreement and so long as any amount is payable by
a Borrower to any Lender hereunder or any Commitment is outstanding, TBC will:


 


(a)                                  Periodic Reports.  Furnish to the Lenders:


 


(1)                                  within
60 days after the close of each of the first three quarters of each of TBC’s
fiscal years, a Consolidated statement of financial position of TBC and the
Subsidiaries as of the end of such quarter and a Consolidated comparative
statement of earnings and retained earnings of TBC and the Subsidiaries for the
period commencing at the end of the previous fiscal year and ending with the
end of such quarter, each certified by an authorized officer of TBC,


 


(2)                                  within
120 days after the close of each of TBC’s fiscal years, and with respect to any
quarter thereof, if requested in writing by the Majority Lenders (with a copy
to the Agent), within 60 days after the later of (x) the close of any of the
first three quarters thereof subject of such request and (y) such request, a
statement certified by an authorized officer of TBC showing in detail the
computations required by the provisions


 


32

















 


of Sections
4.2(a), 4.2(b), 4.2(c) and 4.2(d), based on the figures which appear on the
books of account of TBC and the Subsidiaries at the close of such quarters,


 


(3)                                  within
120 days after the close of each of TBC’s fiscal years, a copy of the annual
audit report of TBC, certified by independent public accountants of nationally
recognized standing, together with financial statements consisting of a
Consolidated statement of financial position of TBC and the Subsidiaries as of
the end of such fiscal year and a Consolidated statement of earnings and
retained earnings of TBC and the Subsidiaries for such fiscal year,


 


(4)                                  within
120 days after the close of each of TBC’s fiscal years, a statement certified
by the independent public accountants who shall have prepared the corresponding
audit report furnished to the Lenders pursuant to the provisions of clause (3)
of this subsection (a), to the effect that, in the course of preparing such
audit report, such accountants had obtained no knowledge, except as
specifically stated, that TBC had been in violation of the provisions of any
one of Sections 4.2(a), 4.2(b), 4.2(c) and 4.2(d), at any time during such
fiscal year,


 


(5)                                  promptly
upon their becoming available, all financial statements, reports and proxy
statements which TBC sends to its stockholders,


 


(6)                                  promptly
upon their becoming available, all regular and periodic financial reports which
TBC or any Subsidiary files with the Securities and Exchange Commission or any
national securities exchange,


 


(7)                                  within
3 Business Days after the discovery of the occurrence of any event which
constitutes a Default, notice of such occurrence together with a detailed
statement by a responsible officer of TBC of the steps being taken by TBC or
the appropriate Subsidiary to cure the effect of such event, and


 


(8)                                  such
other information respecting the financial condition and operations of TBC or
the Subsidiaries as the Agent may from time to time reasonably request.


 


In
lieu of furnishing the Lenders the items referred to in clauses (1), (3), (5)
and (6) above, TBC may notify the Lenders that such items are available on
TBC’s website at www.boeing.com, on the SEC’s website at www.sec.gov or at such
other website as notified to the Agent and the Lenders.


 


(b)                                 Payment of Taxes,
Etc.  Duly pay and discharge, and
cause each Subsidiary duly to pay and discharge, all material taxes,
assessments and governmental charges upon it or against its properties prior to
a date which is 5 Business Days after the date on which penalties are attached
thereto, except and to the extent only that the same shall be contested in good
faith and by appropriate proceedings by TBC or the appropriate Subsidiary.


 


(c)                                  Insurance.  Maintain, and cause each Subsidiary to
maintain, with financially sound and reputable insurance companies or
associations, insurance of the kinds, covering the risks and in the relative
proportionate amounts usually carried by companies engaged in businesses
similar to that of TBC or such Subsidiary, except, to the extent consistent
with good business practices, such insurance may be provided by TBC through its
program of self insurance.


 


(d)                                 Corporate Existence.  Preserve and maintain its corporate
existence.


 


33

















 


(e)                                  Material
Compliance With Laws.  Comply, and
cause each Subsidiary to comply, in all material respects with all applicable
laws (including ERISA and applicable environmental laws), except to the extent
that failure to so comply would not have a material adverse effect on the
financial condition or operations of the Company.


 


4.2                                General Negative Covenants of TBC. 
From the date of this Agreement and so long as any amount shall be
payable by TBC or any other Borrower to any Lender hereunder or any Commitment
shall be outstanding, TBC will not:


 


(a)                                  Mortgages, Liens, Etc.  Create, incur, assume or suffer to
exist any mortgage, pledge, lien, security interest or other charge or
encumbrance (including the lien or retained security title of a conditional
vendor) upon or with respect to any of its Property, Plant and Equipment, or
upon or with respect to the Property, Plant and Equipment of any Subsidiary, or
assign or otherwise convey, or permit any Subsidiary to assign or otherwise
convey, any right to receive income from or with respect to its Property, Plant
and Equipment, except


 


(1)                                  liens
in connection with workmen’s compensation, unemployment insurance or other
social security obligations;


 


(2)                                  liens
securing the performance of bids, tenders, contracts (other than for the
repayment of borrowed money), leases, statutory obligations, surety and appeal
bonds, liens to secure progress or partial payments made to TBC or such
Subsidiary and other liens of like nature made in the ordinary course of
business;


 


(3)                                  mechanics’,
workmen’s, materialmen’s or other like liens arising in the ordinary course of
business in respect of obligations which are not due or which are being
contested in good faith;


 


(4)                                  liens
for taxes not yet due or being contested in good faith and by appropriate
proceedings by TBC or the affected Subsidiary;


 


(5)                                  liens
which arise in connection with the leasing of equipment in the ordinary course
of business;


 


(6)                                  liens
on Property, Plant and Equipment owned by TBC or any Subsidiary of TBC existing
on the date of this Agreement;


 


(7)                                  liens
on assets of a Person existing at the time such Person is merged into or
consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease,
or acquisition of the property or Voting Stock of such Person as an entirety or
substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any
Debt secured by such liens is assumed by TBC or such Subsidiary, provided
that such liens are not created in anticipation of such purchase, lease,
acquisition or merger;


 


(8)                                  liens
securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary;


 


(9)                                  liens
on assets existing at the time of acquisition of such property by TBC or a
Subsidiary of TBC or purchase money liens to secure the payment of all or part
of the purchase price of property upon acquisition of such assets by TBC or
such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a
Subsidiary prior to, at the time of, or within one year after the later of the
acquisition, completion or construction (including any improvements on existing
property), or commencement of full operation, of such property, which Debt is
incurred or guaranteed solely for the purpose of financing all or


 


34

















 


any part of the purchase price thereof or construction or improvements
thereon; provided, however, that in the case of any such
acquisition, construction or improvement, the lien shall not apply to any
property theretofore owned by TBC or such Subsidiary other than, in the case of
such construction or improvement, any theretofore unimproved real property on
which the property so constructed or the improvement made is located;


 


(10)                            liens
securing obligations of TBC or a Subsidiary incurred in conjunction with
industrial revenue bonds or other instruments utilized in connection with incentive
structures for tax purposes issued for the benefit of TBC or a Subsidiary in
connection with any Property, Plant and Equipment used by TBC or a Subsidiary;


 


(11)                            any
extension, renewal or replacement (or successive extensions, renewals or
replacements in whole or in part of any lien referred to in the foregoing; provided,
however, that the principal amount of Debt secured thereby shall not exceed
the principal amount of Debt so secured at the time of such extension, renewal
or replacement and that such extension, renewal or replacement shall be limited
to all or any part of the property that secured the lien so extended, renewed
or replace (plus improvements and construction on such property); and


 


(12)                            other
liens, charges and encumbrances, so long as the aggregate amount of the
Consolidated Debt for which all such liens, charges and encumbrances serve as
security does not exceed 15% of Consolidated net Property, Plant and Equipment.


 


(b)                                 Consolidated Debt.  Permit Consolidated Debt (subject to Section
4.3) to be at any time more than 60% of Total Capital, where “Total Capital” means the sum of
Shareholders’ Equity and Consolidated Debt.


 


(c)                                  Payment in
Violation of an Agreement.  Make any
payment, or permit any Subsidiary to make any payment, of principal or
interest, on any Debt which payment would constitute a violation of the terms
of this Agreement or of the terms of any indenture or agreement binding on such
corporation or to which such corporation is a party except, in the case of any
payment made by a Subsidiary, to the extent such payment is not likely to
impair the ability of TBC to repay the Advances.


 


(d)                                 Merger or
Consolidation.  Merge or consolidate
with or into, or convey, transfer, lease, or otherwise dispose of (whether in
one transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to any Person except that a
Borrower may merge or consolidate with any Person so long as such Borrower is
the surviving corporation and no Default has occurred and is continuing or
would result therefrom, and except that any direct or indirect Subsidiary of
TBC may merge or consolidate with or into, or dispose of assets to, TBC or any
other direct or indirect Subsidiary of TBC, provided, in each case, that
no Event of Default has occurred and is continuing at the time of such proposed
transaction or would result therefrom.


 


(e)                                  Material Change in
Business.  Make any material change
in the nature of its business as carried out on the date hereof.


 


4.3                                Financial Statement Terms.  For purposes of Section 4.2(b), all
capitalized terms not defined in this Agreement shall have the respective
meanings used in TBC’s published Consolidated financial statements and
calculated under the generally accepted accounting principles and practices
applied by TBC on the date hereof in the preparation of such financial
statements.  However, notwithstanding
the foregoing, (a) such terms shall exclude amounts attributable to Boeing
Capital Services Corporation and its Subsidiaries and Boeing Financial
Corporation, a


 


35

















 


Delaware
corporation; and (b) Total Capital shall exclude the effects of any repurchase
by TBC of its common stock and any merger-related accounting adjustments which
are attributable to the merger with or acquisition of McDonnell Douglas
Corporation by TBC.


 


4.4                                Waivers of Covenants.  The departure by TBC
or any Subsidiary from the requirements of any of the provisions of this
Article 4 shall be permitted only if such departure has been consented to in
advance in a writing signed by the Majority Lenders, and such writing shall be
effective as a consent only to the specific departure described in such
writing.  Such departure by TBC or any
Subsidiary when properly consented to by the Majority Lenders shall not
constitute an Event of Default under Section 6.1(c).


 


ARTICLE 5



Conditions Precedent to Borrowings


 


5.1                                Conditions Precedent to the Initial Borrowing of TBC. 
The obligation of each Lender to make its initial Advance to TBC is
subject to receipt by the Agent on or before the day of the initial Borrowing
of all of the following, each dated as of the day hereof, in form and substance
satisfactory to the Agent and its counsel:


 


(a)                                  Documentation.  Copies of all documents, certified by an
officer of TBC, evidencing necessary corporate action by TBC and governmental
approvals, if any, with respect to this Agreement, to the Notes, if any, and to
Guaranties to be delivered by TBC pursuant to Section 5.4(e);


 


(b)                                 Officer’s
Certificate.  A certificate of the
Secretary or an Assistant Secretary of TBC which certifies the names of the
officers of TBC authorized to sign the Notes, if any, and the other documents
to be delivered hereunder, together with true specimen signatures of such
officers and facsimile signatures of officers authorized to sign by facsimile
signature (on which certificate each Lender may conclusively rely until it
receives a further certificate of the Secretary or an Assistant Secretary of TBC
canceling or amending the prior certificate and submitting specimen signatures
of the officers named in such further certificate);


 


(c)                                  Opinion
of Company Counsel.  A favorable
opinion of counsel for TBC substantially in the form of Exhibit G and as to such
other matters as the Agent may reasonably request, which opinion TBC hereby
expressly instructs such counsel to prepare and deliver;


 


(d)                                 Opinion
of Agent’s Counsel.  A favorable
opinion of Shearman & Sterling LLP, counsel for the Agent, substantially in
the form of Exhibit H;


 


(e)                                  Termination
of 2002 Agreement.  TBC shall have
terminated in whole the commitments of the banks parties to the 2002 Credit
Agreement; and


 


(f)                                    Satisfaction
of 2002 Agreement Obligations.  TBC
and its Subsidiaries shall have satisfied all of their respective obligations
under the 2002 Credit Agreement including, without limitation, the payment of
all fees under such agreement.


 


5.2                                Conditions Precedent to Each Committed Borrowing of
TBC.  The obligation of each Lender to make a Committed
Advance on the occasion of each Committed Borrowing (including the initial
Borrowing) is subject to the further conditions precedent that on the date of
the request for a Committed Borrowing and on the date of such Borrowing, the
following statements shall be


 


36

















 


true, and both
the giving of the applicable Notice of Committed Borrowing and the acceptance
by TBC of the proceeds of such Committed Borrowing shall be a representation by
TBC that:


 


(a)                                  the
representations and warranties contained in subsections (a) through (g) of
Section 3.1 are true and accurate on and as of each such date as though made on
and as of each such date (except to the extent that such representations and
warranties relate solely to an earlier date); and


 


(b)                                 as
of each such date no event has occurred and is continuing, or would result from
the proposed Committed Borrowing, which constitutes a Default.


 


5.3                                Conditions Precedent to Each Bid Borrowing of TBC. 
The obligation of any Lender to make a Bid Advance on the occasion of a
Bid Borrowing (including the initial Borrowing) is subject to the further
conditions precedent that:


 


(a)                                  Notice
of Bid Borrowing.  The Agent shall
have received the written confirmatory Notice of Bid Borrowing with respect
thereto;


 


(b)                                 Bid
Notes.  On or before the date of
such Bid Borrowing, but prior to such Bid Borrowing, the Agent shall have
received a Bid Note payable to the order of such Lender for each of the one or
more Bid Advances to be made by such Lender as part of such Bid Borrowing, in a
principal amount equal to the principal amount of the Bid Advance to be
evidenced thereby and otherwise on such terms as were agreed to for such Bid
Advance in accordance with Section 2.5;


 


(c)                                  Periodic
Reports.  Each Lender intending to
make a Bid Advance shall have received the statements provided by TBC pursuant
to Section 4.1(a)(1), (2) and (3) or shall have received notice that such
statements are available on TBC’s website www.boeing.com or any successor
website notified to the Agent and the Lenders; and


 


(d)                                 Representations.  On the date of such request and the date of
such Borrowing, the following statements shall be true, and each of the giving
of the applicable Notice of Borrowing and the acceptance by TBC of the proceeds
of such Bid Borrowing shall be a representation by TBC that:


 


(i)                                     the
representations and warranties contained in subsections (a) through (g) of
Section 3.1 are true and accurate on and as of each such date as though made on
and as of each such date (except to the extent that such representations and
warranties relate solely to an earlier date);


 


(ii)                                  as of each such date
no event has occurred and is continuing, or would result from the proposed Bid
Borrowing, which constitutes a Default; and


 


(iii)                               no event has occurred
and no circumstance exists as a result of which any information concerning TBC
that has been provided by TBC to the Agent or the Lenders in connection with
such Bid Borrowing would include an untrue statement of a material fact or omit
to state any material fact or any fact necessary to make the statements
contained therein, in light of the circumstances under which they were made,
not misleading.


 


5.4                                Conditions Precedent to the Initial Borrowing of a
Subsidiary Borrower.  The
obligation of each Lender to make its initial Advance to any particular
Subsidiary Borrower is subject to the receipt by the Agent, on or before the
day of the initial Borrowing by such Subsidiary Borrower,


 


37

















 


of all of the
following, each dated on or prior to the day of the initial Borrowing, in form
and substance satisfactory to the Agent and its counsel:


 


(a)                                  Borrower
Subsidiary Letter.  A Borrower
Subsidiary Letter, substantially in the form of Exhibit D, executed by such
Subsidiary Borrower and TBC;


 


(b)                                 Documentation.  Copies of all documents, certified by an
officer of the Subsidiary Borrower, evidencing necessary corporate action by
the Subsidiary Borrower and governmental approvals, if any, with respect to
this Agreement and any Notes;


 


(c)                                  Officer’s
Certificate.  A certificate of the
Secretary or an Assistant Secretary of TBC or the Subsidiary Borrower which
certifies the names of the officers of the Subsidiary Borrower authorized to
sign the Notes and the other documents to be delivered hereunder, together with
true specimen signatures of such officers and facsimile signatures of officers
authorized to sign by facsimile signature (on which certificate each Lender may
conclusively rely until it receives a further certificate of the Secretary or
an Assistant Secretary of TBC or the Subsidiary Borrower canceling or amending
the prior certificate and submitting signatures of the officers named in such
further certificate);


 


(d)                                 Opinion
of Subsidiary Counsel.  A favorable
opinion of in-house counsel to the Subsidiary Borrower, substantially in the
form of Exhibit I and as to such other matters as the Agent may reasonably
request; and


 


(e)                                  TBC
Guaranty.  A Guaranty of TBC that
unconditionally guarantees the payment of all obligations of such Subsidiary
Borrower hereunder and under the Notes of such Subsidiary Borrower,
substantially in the form of Exhibit J, executed and delivered by TBC to the
Agent; and


 


(f)                                    Opinion
of TBC Counsel.  A favorable opinion
of in-house counsel to TBC, substantially in the form of Exhibit K and as to
such other matters as the Agent may reasonably request.


 


5.5                                Conditions Precedent to Each Committed Borrowing of a
Subsidiary Borrower.  The
obligation of each Lender to make a Committed Advance to a Subsidiary Borrower
on the occasion of each Committed Borrowing (including the initial Borrowing)
is subject to the further conditions precedent that on the date of the request
for such Committed Borrowing and the date of such Borrowing, the following
statements shall be true, and each of the giving of the applicable Notice of
Committed Borrowing and the acceptance by such Subsidiary Borrower of the
proceeds of such Committed Borrowing shall be (a) a representation by such Subsidiary
Borrower that:


 


(i)                                     the
representations and warranties of that Subsidiary Borrower contained (A) in
subsections (a) through (g) of Section 3.1 are true and accurate on and as of
each such date as though made on and as of each such date (except to the extent
that such representations and warranties relate solely to an earlier date), and
(B) in its Borrower Subsidiary Letter are true and correct on and as of the
date of such Borrowing, before and after giving effect to such Borrowing; and


 


(ii)                                  as of each such date
no event has occurred and is continuing, or would result from the proposed
Committed Borrowing, which constitutes a Default;


 


and (b) a representation
by TBC that the representations and warranties of TBC contained in subsections
(a) through (g) of Section 3.1 are true and accurate on and as of each such
date as though made on and as of each such date (except to the extent that such
representations and


 


38

















 


warranties relate solely
to an earlier date), and that, as of each such date, no event has occurred and
is continuing, or would result from the proposed Committed Borrowing, which
constitutes a Default.


 


5.6                                Conditions Precedent to Each Bid Borrowing of a
Subsidiary Borrower.  The
obligation of any Lender to make a Bid Advance to any particular Subsidiary
Borrower on the occasion of each Bid Borrowing (including the initial
Borrowing) is subject to the further conditions precedent that:


 


(a)                                  Notice
of Bid Borrowing.  The Agent shall
have received the written confirmatory Notice of Bid Borrowing with respect
thereto;


 


(b)                                 Bid
Notes.  On or before the date of
such Bid Borrowing, but prior to such Bid Borrowing, the Agent shall have
received a Bid Note payable to the order of such Lender for each of the one or
more Bid Advances to be made by such Lender as part of such Bid Borrowing, in a
principal amount equal to the principal amount of the Bid Advance to be
evidenced thereby and otherwise on such terms as were agreed to for such Bid
Advance in accordance with Section 2.5;


 


(c)                                  Periodic
Reports.  Each Lender intending to
make a Bid Advance shall have received the statements provided by TBC pursuant
to Section 4.1(a)(1), (2) and (3) or shall have received notice that such
statements are available on TBC’s website; and


 


(d)                                 Subsidiary
Representations.  On the date of
such request and the date of such Borrowing, the following statements shall be
true, and each of the giving of the applicable Notice of Bid Borrowing and the
acceptance by the Subsidiary of the proceeds of such Bid Borrowing shall be (a)
a representation by such Subsidiary Borrower that:


 


(i)                                     the
representations and warranties contained (A) in subsections (a) through (g) of
Section 3.1 hereof with respect to such Subsidiary Borrower are true and
accurate on and as of each such date as though made on and as of each such date
(except to the extent that such representations and warranties relate solely to
an earlier date), and (B) in its Borrower Subsidiary Letter are true and
correct on and as of the date of such Borrowing, before and after giving effect
to such Borrowing;


 


(ii)                                  as of each such date
no event has occurred and is continuing, or would result from the proposed Bid
Borrowing which constitutes a Default; and


 


(iii)                               no event has occurred
and no circumstance exists as a result of which any information concerning TBC
or the Subsidiary Borrower that has been provided by TBC or the Subsidiary
Borrower to the Agent or the Lenders in connection with such Bid Borrowing
would include an untrue statement of a material fact or omit to state any
material fact or any fact necessary to make the statements contained therein,
in light of the circumstances under which they were made, not misleading; and


 


(e)                                  TBC
Representation.  A representation by
TBC that the representations and warranties of TBC contained in subsections (a)
through (g) of Section 3.1 are true and accurate on and as of each such date as
though made on and as of each such date (except to the extent that such
representations and warranties relate solely to an earlier date), and that, as
of each such date, no event has occurred and is continuing, or would result
from the proposed Committed Borrowing which constitutes a Default.


 


39

















 


ARTICLE 6



Events of Default


 


6.1                                Events of Default.  Each of the following shall constitute an
Event of Default:


 


(a)                                  Failure by TBC to
make when due any payment of principal of or interest on any Advance or under a
Guaranty when the same becomes due and payable and such failure is not remedied
within 5 Business Days thereafter;


 


(b)                                 Any representation or
warranty made by TBC in connection with the execution and delivery of this
Agreement, the Borrowings or any Guaranty, or otherwise furnished pursuant
hereto proves to have been incorrect when made in any material respect;


 


(c)                                  Failure by TBC to
perform any other term, covenant or agreement contained in this Agreement, and
such failure is not remedied within 30 days after written notice thereof has
been given to TBC by the Agent, at the request, or with the consent, of the
Majority Lenders;


 


(d)                                 Failure by TBC to pay
when due (i) any obligation for the payment of borrowed money on any regularly
scheduled payment date or following acceleration thereof or (ii) any other
monetary obligation if the aggregate unpaid principal amount of the obligations
with respect to which such failure to pay or acceleration occurred equals or
exceeds $50,000,000 and such failure is not remedied within 5 Business Days
after TBC receives notice thereof from the Agent or the creditor on such
obligation;


 


(e)                                  TBC or any of its
Subsidiaries


 


(1)                                  incurs
liability with respect to any employee pension benefit plan in excess of
$150,000,000 in the aggregate under


 


(A)                              Sections
4062, 4063, 4064 or 4201 of ERISA; or


 


(B)                                otherwise
under Title IV of ERISA as a result of any reportable event within the meaning
of ERISA (other than a reportable event as to which the provision of 30 days’
notice is waived under applicable regulations);


 


(2)                                  has
a lien imposed on its property and rights to property under Section 4068 of
ERISA on account of a liability in excess of $50,000,000 in the aggregate; or


 


(3)                                  incurs
liability under Title IV of ERISA


 


(A)                              in
excess of $50,000,000 in the aggregate as a result of the Company or any
Subsidiary or any Person that is a member of the “controlled group” (as defined
in Section 4001(a)(14) of ERISA) of the Company or any Subsidiary having filed
a notice of intent to terminate any employee pension benefit plan under the “distress
termination” provision of Section 4041 of ERISA, or


 


(B)                                in
excess of $50,000,000 in the aggregate as a result of the Pension Benefit
Guaranty Corporation having instituted proceedings to terminate, or to have a
trustee appointed to administer, any such plan;


 


(f)                                    The happening of
any of the following events, provided such event has not then been cured or
stayed:


 


40

















 


(1)                                  the
insolvency or bankruptcy of TBC,


 


(2)                                  the
cessation by TBC of the payment of its Debts as they mature,


 


(3)                                  the
making of an assignment for the benefit of the creditors of TBC,


 


(4)                                  the
appointment of a trustee or receiver or liquidator for TBC or for a substantial
part of its property, or


 


(5)                                  the
institution of bankruptcy, reorganization, arrangement, insolvency or similar
proceedings by or against TBC under the laws of any jurisdiction in which TBC
is organized or has material business, operations or assets; or


 


(g)                                 So long as any
Subsidiary is a Borrower hereunder, the Guaranty with respect to such
Subsidiary Borrower for any reason ceases to be valid and binding on TBC or TBC
so states in writing.


 


6.2                                Lenders’ Rights upon Borrower Default.  If an Event of Default occurs or is
continuing, then the Agent shall at the request, or may with the consent, of
the Majority Lenders, by notice to TBC,


 


(a)                                  declare
the obligation of each Lender to make further Advances to be terminated,
whereupon the same shall forthwith terminate, and


 


(b)                                 declare
the Advances, all interest thereon, and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances, all such
interest, and all such other amounts shall become and be forthwith due and
payable, without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by the Borrowers, provided, however,
that in the event of an actual or deemed entry of an order for relief with
respect to any Borrower under the Federal Bankruptcy Code (whether in
connection with a voluntary or an involuntary case), (i) the obligation of each
Lender to make Advances shall automatically be terminated and (ii) the payment
obligations of the Borrowers with respect to Advances, all such interest, and
all such amounts shall automatically become and be due and payable, without
presentment, demand, protest, or any notice of any kind, all of which are
hereby expressly waived by the Borrowers.


 


ARTICLE 7



The Agent


 


7.1                                Authorization and Action. 
Each Lender hereby appoints and authorizes the Agent to take such action
as agent on its behalf and to exercise such powers under this Agreement as are
delegated to the Agent by the terms hereof, together with such powers as are
reasonably incidental thereto.  As to
any matters not expressly provided for by this Agreement (including without
limitation, enforcement or collection of any Notes), the Agent shall not be
required to exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Majority Lenders or as
otherwise required by Section 8.1(b) and such instructions shall be binding
upon all Lenders and all holders of interests in Advances; provided, however,
that the Agent shall not be required to take any action which exposes the Agent
to personal liability or which is contrary to this Agreement or applicable
law.  The Agent agrees to give to each
Lender prompt notice of each notice given to it by the Borrowers pursuant to
the terms of this Agreement.


 


41

















 


7.2                                Agent’s Reliance, Etc.  Neither the Agent nor any of its directors,
officers, agents or employees shall be liable for any action taken or omitted
to be taken by it or them under or in connection with this Agreement, except
for its or their own gross negligence or willful misconduct.  Without limiting the generality of the
foregoing, the Agent:


 


(a)                                  may
treat the Lender that made any Advance as the payee thereof until the Agent
receives and accepts an assignment entered into by such Lender, as assignor,
and an Eligible Assignee, as assignee, as provided in Section 2.20;


 


(b)                                 may
consult with legal counsel (including counsel for the Borrowers), independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken in good faith by it in accordance with
the advice of such counsel, accountants or other experts;


 


(c)                                  makes
no warranty or representation to any Lender and shall not be responsible to any
Lender for any statements, warranties or representations (whether written or
oral) made in or in connection with this Agreement;


 


(d)                                 shall
not have any duty to ascertain or to inquire as to the performance or observance
of any of the terms, covenants or conditions of this Agreement on the part of
any Borrower or to inspect the property (including the books and records) of
any Borrower;


 


(e)                                  shall
not be responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any
other instrument or document furnished pursuant hereto; and


 


(f)                                    shall
incur no liability under or in respect of this Agreement by acting upon any
notice, consent, certificate or other instrument or writing (which may be by
telecopier, cable or telex) believed by it to be genuine and signed or sent by
the proper party or parties.


 


7.3                                Citibank, N.A. and its Affiliates. 
With respect to its Commitment, the Advances made by it, and any Notes
issued to it, Citibank, N.A. shall have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though it were not
the Agent hereunder; and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated, include Citibank, N.A., in its individual capacity.  Citibank, N.A. and its Affiliates may accept
deposits from, lend money to, accept drafts drawn by, act as trustee under
indentures of, and generally engage in any kind of business with, the Company,
any of its Subsidiaries and any person or entity who may do business with or
own securities of the Company or any Subsidiary, all as if Citibank, N.A. were
not the Agent hereunder and without any duty to account therefor to the other
Lenders.


 


7.4                                Lender Credit Decision. 
Each Lender acknowledges that it has, independently and without reliance
upon the Agent or any other Lender and based on the financial statements
referred to in Section 3.1(e) and the representations and warranties contained
in Sections 3.1 and 3.2 and such other documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into
this Agreement.  Each Lender also
acknowledges that it will, independently and without reliance upon the Agent or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement.


 


7.5                                Indemnification.  The Lenders agree to
indemnify the Agent (to the extent not reimbursed by TBC or any other
Borrower), ratably according to the respective principal amounts of the
Committed Advances then outstanding made by each of them (or if no Committed
Advances are


 


42

















 


at the time
outstanding or if interests in any Committed Advances are held by Persons which
are not Lenders, 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 or nature whatsoever which may be imposed on, incurred by, or
asserted against the Agent in any way relating to or arising out of this
Agreement or any action taken or omitted by the Agent under this Agreement
(collectively, the “Indemnified Costs”),
provided that no Lender shall be liable for any portion of the
Indemnified Costs resulting from the Agent’s gross negligence or willful
misconduct.  Without limitation of the
foregoing, each Lender agrees to reimburse the Agent promptly upon demand for
its ratable share of any out-of-pocket expenses (including counsel fees)
incurred by the Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement to the extent that the Agent
is not reimbursed for such expenses by TBC or any other Borrower.  In the case of any investigation, litigation
or proceeding giving rise to any Indemnified Costs, this Section 7.5
applies whether any such investigation, litigation or proceeding is brought by
the Agent, any Lender or a third party.


 


7.6                                Successor Agent.  The Agent may resign
at any time by giving written notice thereof to the Lenders and TBC and may be
removed at any time with or without cause by the Majority Lenders.  Upon any such resignation or removal, the
Majority Lenders shall have the right, with the consent of TBC (if no Event of
Default has occurred and is continuing), which shall not be unreasonably
withheld, to appoint a successor Agent, which shall be a commercial bank
organized or licensed under the laws of the United States of America or of any
state thereof and having a combined capital and surplus of at least
$50,000,000.  If no successor Agent  has been so appointed by the Majority Lenders,
and has accepted such appointment, within 30 days after the retiring Agent’s giving
of notice of resignation or the removal of the retiring Agent as provided
herein, then the retiring Agent may, on behalf of the Lenders, appoint a
successor Agent which meets the requirements set out in the previous sentence.  Upon the acceptance of any appointment as
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from its duties
and obligations under this Agreement. 
After any retiring Agent’s resignation or removal hereunder as Agent,
the provisions of this Article 7 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.


 


7.7                                Certain Obligations May Be Performed by Affiliates. 
The Agent may appoint any of its Affiliates to perform its obligations
hereunder other than any obligation requiring the Agent to receive, pay, or
otherwise handle funds or Notes, and provided that the Agent shall
continue to be responsible to the Borrowers and the Lenders for the due
performance of the Agent’s obligations under this Agreement.


 


7.8                               Other Agents.  Each Lender hereby acknowledges that neither the documentation
agent, syndication agent nor any other Lender designated as any “Agent” (other
than the Agent) on the signature pages hereof has any liability hereunder other
than in its capacity as a Lender.


 


43

















 


ARTICLE 8


 


Miscellaneous


 


8.1                                Modification, Consents and Waivers.


 


(a)                                  Waiver.  No failure or delay on the part of any
Lender in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power
preclude any other or further exercise thereof or the exercise of any other
right or power hereunder.  No notice to
or demand on the Borrowers in any case shall entitle the Borrowers to any other
or further notice or demand in similar or other circumstances.


 


(b)                                 Amendment.  No amendment or waiver of any provision of
this Agreement or of any Committed Notes, nor consent to any departure by the
Borrowers therefrom, shall in any event be effective unless such amendment,
waiver or consent is in writing and signed by the Majority Lenders, and then
such amendment, waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however,
that no amendment, waiver or consent shall, unless in writing and signed by all
the Lenders, do any of the following:


 


(i)                                     waive any of the
conditions specified in Section 5.1, 5.2, or 5.3,


 


(ii)                                  except as provided in
Section 2.19 or Section 2.21, increase the Commitments of the Lenders or
subject the Lenders to any additional obligations,


 


(iii)                               reduce the principal of,
or interest on, the Committed Advances or any fees or other amounts payable
hereunder,


 


(iv)                              except as provided in
Section 2.21, postpone any date fixed for any payment of principal of, or
interest on, the Committed Advances or any fees or other amounts payable
hereunder,


 


(v)                                 change the percentage
of the Commitments or of the aggregate unpaid principal amount of the Committed
Advances or the number of Lenders required for the Lenders or any of them to
take any action hereunder,


 


(vi)                              amend this Section 8.1,
or


 


(vii)                           release TBC from any of its
obligations under any Guaranty or limit the liability of TBC as guarantor
thereunder;


 


and provided further
that no amendment, waiver, or consent shall, unless in writing and signed by
the Agent in addition to the Lenders required above to take such action, affect
the rights or duties of the Agent under this Agreement or any Note.


 


(c)                                  Majority Lenders.  Notwithstanding the foregoing, this Section
8.1 shall not affect the provisions of Section 4.4, “Waivers of Covenants”, or
Article 6, “Events of Default”.


 


8.2                                Notices.


 


(a)                                  Addresses.  All communications and notices provided for
hereunder shall be in writing and mailed, telecopied, telexed or delivered and,


 


if to the Agent,


 


Citibank, N.A.


Two Penns Way, Suite 200


New Castle, Delaware  19720


Attention:  Bank Loans Syndications Department


 


facsimile number (212)
994 0961;


 


44

















 


if to any Borrower,


 


care of The Boeing
Company


100 N. Riverside


Mail Code: 5003 3648


Chicago, Illinois


Attention:  Assistant Treasurer, Corporate Finance and
Banking


 


facsimile number (312)
544-2399


 


if to any Lender, to its
office at the address given on the signature pages of this Agreement; or,


 


as to each party, at such
other address as designated by such party in a written notice to each other
party referring specifically to this Agreement.


 


(b)                                 Effectiveness of
Notices.  All communications and
notices shall, when mailed, telecopied, or telexed, be effective when deposited
in the mail, telecopied, or confirmed by telex answerback, respectively.  Delivery by telecopier of an executed
counterpart of any amendment or waiver of any provision of this Agreement or
any Notes or of any Exhibit to be executed and delivered hereunder shall be
effective as delivery of a manually executed counterpart thereof.


 


(c)                                  Electronic Mail.  Electronic mail may be used to
distribute routine communications, such as financial statements and other
information, and documents to be signed by the parties hereto; provided,
however, that no Notice of Borrowing, signature, or other notice or
document intended to be legally binding shall be effective if sent by
electronic mail.


 


(d)                                 Internet
Distributions.


 


(1)                                  So
long as Citibank or any of its Affiliates is the Agent, such materials as may
be agreed between the Borrowers and the Agent may be delivered to the Agent in
an electronic medium in a format acceptable to the Agent and the Lenders by
e-mail at oploanswebadmin@citigroup.com. 
The Borrowers agree that the Agent may make such materials, as well as
any other written information, documents, instruments and other material
relating to the Company, any of its Subsidiaries or any other materials or
matters relating to this Agreement, the Notes or any of the transactions
contemplated hereby (collectively, the “Communications”) available to
the Lenders by posting such notices on Intralinks, “e-Disclosure”, the Agent’s
internet delivery system that is part of Fixed Income Direct, Global Fixed
Income’s primary web portal, or a substantially similar electronic system (the
“Platform”).  The Borrowers
acknowledge that (i) the distribution of material through an electronic medium
is not necessarily secure and that there are confidentiality and other risks associated with such distribution,
(ii) the Platform is provided “as is” and “as available” and (iii) neither the
Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness
of the Communications or the Platform and each expressly disclaims liability
for errors or omissions in the Communications or the Platform.  No warranty of any kind, express, implied or
statutory, including, without limitation, any warranty of merchantability,
fitness for a particular purpose, non-infringement of third party rights or
freedom from viruses or other code defects, is made by the Agent or any of its
Affiliates in connection with the Platform.


 


(2)                                  Each Lender agrees that notice to it (as provided
in the next sentence) (a “Notice”) specifying that any Communications have been posted to the Platform shall constitute
effective delivery of such information, documents or other materials to such
Lender for purposes of this Agreement;
provided that if requested by any Lender the Agent shall


 


45

















 


deliver
a copy of the Communications to such Lender by email or telecopier.  Each Lender agrees (i) to notify the Agent
in writing of such Lender’s e-mail address to which a Notice may be sent by
electronic transmission (including by electronic communication) on or before
the date such Lender becomes a party to this Agreement (and from time to time
thereafter to ensure that the Agent has on record an effective e-mail address
for such Lender) and (ii) that any Notice may be sent to such e-mail address.


 


8.3                                Costs, Expenses and Taxes.


 


(a)                                  TBC shall pay upon
written request all reasonable costs and expenses in connection with the
preparation, execution, delivery, modification and amendment requested by any
of the Borrowers of this Agreement, any Notes and the Guaranties (including,
without limitation, printing costs and the reasonable fees and out-of-pocket
expenses of counsel for the Agent) and costs and expenses, if any, in
connection with the enforcement of this Agreement, any Notes and the Guaranties
(whether through negotiations, legal proceedings or otherwise and including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel),
as well as any and all stamp and other taxes, and to save the Lenders and other
holders of interests in the Advances or any Notes harmless from any and all
liabilities with respect to or resulting from any delay by or omission of the
Borrowers to pay such taxes, if any, which may be payable or determined to be
payable in connection with the execution and delivery of this Agreement, any
Notes and the Guaranties.


 


(b)                                 TBC agrees to
indemnify the Agent and each Lender and each of their Affiliates and their
officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims,
damages, losses, liabilities and expenses (including, without limitation,
reasonable fees and expenses of counsel) incurred by or asserted or awarded
against any Indemnified Party, in each case arising out of or in connection
with or by reason of (including, without limitation, in connection with any
investigation, litigation or proceeding or preparation of a defense in
connection therewith) the Advances, this Agreement, the Notes, any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Advances, except to the extent such claim, damage, loss, liability or
expense resulted from such Indemnified Party’s gross negligence or willful
misconduct and except that no Indemnified Party shall have the right to be
indemnified hereunder to the extent such indemnification relates to
relationships of, between or among each of, or any of, the Agent, the Lenders,
any assignee of a Lender or any participant. 
In the case of any investigation, litigation or other proceeding to
which this Section 8.3 applies, such indemnity shall be effective whether
or not such investigation, litigation or proceeding is brought by TBC, its
directors, shareholders or creditors or an Indemnified Party or any other
Person or an Indemnified Party is otherwise a party thereto and whether or not
the transactions contemplated hereby are consummated.  The Borrowers also agree not to assert any claim on any theory of
liability for special, indirect, consequential or punitive damages against the
Agent, any Lender, any of their Affiliates, or any of their respective
directors, officers, employees, attorneys and agents, arising out of or
otherwise relating to the Notes, this Agreement, any of the transactions contemplated
herein or the actual or proposed use of the proceeds of Advances.


 


(c)                                  Without prejudice to
the survival of any other agreement of the Borrowers hereunder, the agreements
and obligations of the Borrowers contained in Sections 2.13, 2.14 and 8.3
shall survive the payment in full of principal, interest and all other amounts
payable hereunder and under the Notes for a period of seven years.


 


8.4                                Binding Effect.  This Agreement shall
be binding upon and inure to the benefit of the Borrowers, the Lenders and the
Agent, and their respective successors and assigns, except that the Borrowers
may not assign or transfer their rights hereunder without the prior written
consent of the Lenders.


 


46

















 


8.5                                Severability.  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.


 


8.6                                Governing Law.  This Agreement, any
Notes, the Guaranties and each Borrower Subsidiary Letter shall be deemed to be
contracts under the laws of the State of New York and for all purposes shall be
construed in accordance with the laws of such State.


 


8.7                                Headings.  The Table of Contents
and Article and Section headings used in this Agreement are for convenience
only and shall not affect the construction of this Agreement.


 


8.8                                Execution in Counterparts. 
This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement. 
Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.


 


8.9                                Right of Set-Off.  Each Lender and each
of its Affiliates that is or was at one time a Lender hereunder is authorized
at any time and from time to time, upon


 


(i)                                     the occurrence and
during the continuance of any Event of Default and


 


(ii)                                  the making of the
request or the granting of the consent specified by Section 6.2 to authorize
the Agent to declare any Advances due and payable pursuant to the provisions of
Section 6.2,


 


to the fullest extent
permitted by law, without notice to any Borrower (any such notice being
expressly waived by each Borrower), to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender or such Affiliate to or for
the credit or the account of any Borrower against any and all of the
obligations to such Lender or such Affiliate of such Borrower now or hereafter
existing under this Agreement and any Notes held by such Lender, whether or not
such Lender has made a demand under this Agreement or such Notes and although
such obligations may be unmatured.  Each
Lender shall promptly notify any Borrower after any such setoff and application
made by such Lender, provided that the failure to give such notice shall
not affect the validity of such setoff and application.  The rights of each Lender under this Section
are in addition to other rights and remedies (including, without limitation,
other rights of setoff) which such Lender and its Affiliates may have.


 


8.10                          Confidentiality.  Neither the Agent nor any Lender shall disclose any Confidential
Information to any other Person without the consent of a Borrower, other than


 


(a)                                  to
the Agent’s or such Lender’s Affiliates and their officers, directors, employees,
agents and advisors and, as contemplated by Section 2.20(f), to actual or
prospective assignees and participants, and then only on a confidential basis,


 


(b)                                 as
required by any law, rule or regulation or judicial process, and


 


(c)                                  as
requested or required by any state, federal or foreign authority or examiner
regulating banks or banking.


 


47

















 


Notwithstanding
anything herein to the contrary, each Borrower, the Agent and each Lender (and
each employee, representative or other agent of each of the foregoing parties)
may disclose to any and all Persons, without limitation of any kind, the U.S.
tax treatment and tax structure of the transactions contemplated hereby and all
materials of any kind (including opinions or other tax analyses) that are
provided to any of the foregoing parties relating
to such U.S. tax treatment and tax structure.


 


8.11                          Agreement in Effect.  This Agreement shall
become effective upon its execution and delivery, respectively, to the Agent
and TBC by TBC and the Agent, and when the Agent shall have been notified by
each Lender listed on Schedule I that such Lender has executed it.


 


48

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their officers thereunto duly authorized as of
the day and year first above written.


 


	
   

  	
  THE BOEING COMPANY

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Assistant
  Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITIBANK, N.A., Individually and

  
	
   

  	
  as Agent

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Syndication Agent

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Documentation Agents

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK ONE, NA

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK AG NEW
  YORK BRANCH

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 

















 


	
   

  	
  WACHOVIA BANK, NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF
  TOKYO-MITSUBISHI, LTD.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  SUMITOMO MITSUI BANKING
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Senior Managing Agents

  
	
   

  	
   

  
	
   

  	
  BARCLAYS BANK PLC

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE FIRST BOSTON, acting through its

  CAYMAN ISLANDS BRANCH

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  MERRILL LYNCH BANK USA

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  MIZUHO CORPORATE BANK,
  LTD.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  MORGAN STANLEY BANK

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


2

















 


	
   

  	
  WILLIAM
  STREET COMMITMENT

  CORPORATION (Recourse only to assets of

  William Street Commitment Corporation)

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT LYONNAIS NEW
  YORK BRANCH

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  THE ROYAL BANK OF
  SCOTLAND PLC

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  UBS LOAN FINANCE LLC

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  BAYERISCHE
  LANDESBANK, CAYMAN ISLAND

  BRANCH

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


3

















 


	
   

  	
  Managing Agents

  
	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  STANDARD CHARTERED BANK

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Co-Agents

  
	
   

  	
   

  
	
   

  	
  ABN AMRO BANK, N.V.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  BANCO BILBAO VIZCAYA
  ARGENTARIA

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  LLOYDS TSB BANK PLC

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  THE NORTHERN TRUST
  COMPANY

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  SOCIETE GENERALE

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


4

















 


	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  WESTPAC BANKING
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  AUSTRALIA
  AND NEW ZEALAND BANKING

  GROUP LIMITED

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  KEYBANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Lenders

  
	
   

  	
   

  
	
   

  	
  BMO NESBITT BURNS
  FINANCING, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  KBC  BANK, N.V.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  SANPAOLO IMI S.P.A.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


5

















 


SCHEDULE I

APPLICABLE LENDING OFFICES


 


	
  Name of Initial Lender

  	
   

  	
  Commitment

  	
   

  	
  Domestic
  Lending Office

  	
   

  	
  Eurodollar
  Lending Office

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ABN Amro Bank, N.V.

  	
   

  	
  $

  	
  31,250,000

  	
   

  	
  208 South LaSalle

  Suite 1500

  Chicago, IL  60604

  Attn:  Dominic Blea

  T:  312 992-5176

  F:  312 992-5111

  	
   

  	
  208 South LaSalle

  Suite 1500

  Chicago, IL  60604

  Attn:  Dominic Blea

  T:  312 992-5176
F:  312 992-5111

  	
   

  
	
  Australia and New
  Zealand Banking Group Limited

  	
   

  	
  $

  	
  21,875,000

  	
   

  	
  1177 Avenue of the
  Americas

  6th Floor

  New York, NY  10036

  Attn:  Peter Gray

  T:  212 801-9739

  F:  212 556-4839

  	
   

  	
  1177 Avenue of the
  Americas

  6th Floor

  New York, NY  10036

  Attn:  Peter Gray

  T:  212 801-9739

  F:  212 556-4839

  	
   

  
	
  Banco Bilbao Vizcaya
  Argerntaria

  	
   

  	
  $

  	
  31,250,000

  	
   

  	
  1345 Avenue of the
  Americas

  45th Floor

  New York, NY  10105

  Attn:  Santiago Hernandez

  T:  212 728-1677

  F:  212 333-2904

  	
   

  	
  1345 Avenue of the
  Americas

  45th Floor

  New York, NY  10105

  Attn:  Santiago Hernandez

  T:  212 728-1677

  F:  212 333-2904

  	
   

  
	
  Bank One, NA

  	
   

  	
  $

  	
  125,000,000

  	
   

  	
  One Bank One Plaza

  Chicago, IL  60670

  Attn:  Abby Tan
T:  312 385-7077

  F:  312 385-7103

  	
   

  	
  One Bank One Plaza

  Chicago, IL  60670

  Attn:  Abby Tan
T:  312 385-7077

  F:  312 385-7103

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  156,250,000

  	
   

  	
  1850 Gateway Blvd.

  CA4-707-05-11

  Concord, CA  94520

  Attn:  Vilma Tang
T:  925 675-7336

  F:  925 969-2865

  	
   

  	
  1850 Gateway Blvd.

  CA4-707-05-11
Concord, CA  94520
Attn:  Vilma Tang

  T:  925 675-7336

  F:  925 969-2865

  	
   

  
	
  The Bank of
  Tokyo-Mitsubishi, Ltd.

  	
   

  	
  $

  	
  125,000,000

  	
   

  	
  900 Fourth Avenue

  Suite 4000

  Seattle, WA  98164

  Attn:  Ellen Yuson

  T:  213 488-3796

  F:  213 613-1136

  	
   

  	
  900 Fourth Avenue

  Suite 4000

  Seattle, WA  98164

  Attn:  Ellen Yuson

  T:  213 488-3796

  F:  213 613-1136

  	
   

  
	
  Barclays Bank PLC

  	
   

  	
  $

  	
  93,750,000

  	
   

  	
  200 Park Avenue

  New York, NY  10163

  Attn:  Eddie Cotto

  T:  212 412 3710

  F:  212 412 5306

  	
   

  	
  200 Park Avenue

  New York, NY  10163

  Attn:  Eddie Cotto

  T:  212 412 3710

  F:  212 412 5306

  	
   

  



 

















 


	
  Bayerische Landesbank,
  Cayman Island Branch

  	
   

  	
  $

  	
  62,500,000

  	
   

  	
  560 Lexington Avenue

  New York, NY  10022

  Attn:  James Fox

  T:  212 310-9986
F:  212 310-9868

  	
   

  	
  560 Lexington Avenue

  New York, NY  10022

  Attn:  James Fox

  T:  212 310-9986

  F:  212 310-9868

  	
   

  
	
  BMO Nesbitt Burns
  Financing, Inc.

  	
   

  	
  $

  	
  15,625,000

  	
   

  	
  115 S. LaSalle Street,
  12W

  Chicago, IL  60603

  Attn:  Ellen Dancer

  T:  312 750-3453

  F:  312 750-6061

  	
   

  	
  115 S. LaSalle Street,
  12W

  Chicago, IL  60603

  Attn:  Ellen Dancer

  T:  312 750-3453

  F:  312 750-6061

  	
   

  
	
  BNP Paribas

  	
   

  	
  $

  	
  78,125,000

  	
   

  	
  209 South LaSalle Suite
  500

  Chicago, IL 60604

  Attn:  Catherine Lui

  T:  312 977-2200

  F:  312 977-1380

  	
   

  	
  209 South LaSalle Suite
  500

  Chicago, IL 60604

  Attn:  Catherine Lui

  T:  312 977-2200

  F:  312 977-1380

  	
   

  
	
  Citibank, N.A.

  	
   

  	
  $

  	
  206,250,000

  	
   

  	
  388 Greenwich Street

  New York, NY  10013

  Attn:  Philippa Portnoy

  T:  212 559-5812
F:  212 793-1246

  	
   

  	
  388 Greenwich Street

  New York, NY  10013

  Attn:  Philippa Portnoy

  T:  212 559-5812
F:  212 793-1246

  	
   

  
	
  Credit Lyonnais New
  York Branch

  	
   

  	
  $

  	
  78,125,000

  	
   

  	
  1301 Avenue of the
  Americas

  New York, NY  10019

  Attn:  Bertrand Cousin

  T:  212 261-7363
F:  212 261-7368

  	
   

  	
  1301 Avenue of the
  Americas

  New York, NY  10019

  Attn:  Bertrand Cousin

  T:  212 261-7363
F:  212 261-7368

  	
   

  
	
  Credit Suisse First
  Boston Cayman Islands Branch

  	
   

  	
  $

  	
  93,750,000

  	
   

  	
  11 Madison Avenue

  New York, NY  10010

  Attn:  Robert Finney

  T:  212 325-9038

  F:  212 325-8319

  	
   

  	
  11 Madison Avenue

  New York, NY  10010

  Attn:  Robert Finney

  T:  212 325-9038

  F:  212 325-8319

  	
   

  
	
  Deutsche Bank AG New
  York Branch

  	
   

  	
  $

  	
  125,000,000

  	
   

  	
  31 West 52nd
  Street

  New York, NY  10019

  Attn:  Frank Gerencser –

  Global Loans Los Angeles.

  T:  213 620-8310

  F:  213 620-8293

  	
   

  	
  31 West 52nd
  Street

  New York, NY  10019

  Attn:  Frank Gerencser –

  Global Loans Los Angeles.

  T:  213 620-8310

  F:  213 620-8293

  	
   

  
	
  JPMorgan Chase Bank

  	
   

  	
  $

  	
  206,250,000

  	
   

  	
  270 Park Avenue

  New York, NY  10017

  Attn:  Matt Massie

  T:  212 270-5432
F:  212 270-5100

  	
   

  	
  270 Park Avenue

  New York, NY  10017

  Attn:  Matt Massie
T:  212 270-5432

  F:  212 270-5100

  	
   

  
	
  KBC Bank, N.V.

  	
   

  	
  $

  	
  15,625,000

  	
   

  	
  125 West 55th
  Street

  10th Floor

  New York, NY  10019

  Attn:  Robert Pacifici

  T:  212 541-0671

  F:  212 956-5581

  	
   

  	
  125 West 55th
  Street

  10th Floor

  New York, NY  10019

  Attn:  Robert Pacifici

  T:  212 541-0671

  F:  212 956-5581

  	
   

  



 


2

















 


	
  Keybank National
  Association

  	
   

  	
  $

  	
  21,875,000

  	
   

  	
  127 Public Square

  Cleveland, OH  44114

  Attn:  Diane Cox

  T:  216 689-4450

  F:  216 689-4981

  	
   

  	
  127 Public Square

  Cleveland, OH  44114

  Attn:  Diane Cox

  T:  216 689-4450

  F:  216 689-4981

  	
   

  
	
  Lloyds TSB Bank Plc

  	
   

  	
  $

  	
  31,250,000

  	
   

  	
  1251 Avenue of the
  Americas

  39th Floor

  New York, NY  10020

  Attn:  Patricia Kilian

  T:  212 930-8914

  F:  212 930-5098

  	
   

  	
  1251 Avenue of the
  Americas

  39th Floor

  New York, NY  10020

  Attn:  Patricia Kilian

  T:  212 930-8914

  F:  212 930-5098

  	
   

  
	
  Merrill Lynch Bank USA

  	
   

  	
  $

  	
  93,750,000

  	
   

  	
  15 W. South Temple

  Suite 300

  Salt Lake City, UT 84101

  Attn:  Derek Befus

  T:  801 526-8324

  F:  801 531-7470

  	
   

  	
  15 W. South Temple

  Suite 300

  Salt Lake City, UT 84101

  Attn:  Derek Befus

  T:  801 526-8324

  F:  801 531-7470

  	
   

  
	
  Mizuho Corporate Bank,
  Ltd.

  	
   

  	
  $

  	
  93,750,000

  	
   

  	
  Harborside Financial
  Center

  1800 Plaza Ten, 16th Floor

  Jersey City, NJ  07311

  Attn:  Nate Spivey

  T:  201 626-9161

  F:  201 626-9944

  	
   

  	
  Harborside Financial
  Center

  1800 Plaza Ten, 16th Floor

  Jersey City, NJ  07311

  Attn:  Nate Spivey

  T:  201 626-9161

  F:  201 626-9944

  	
   

  
	
  Morgan Stanley Bank

  	
   

  	
  $

  	
  93,750,000

  	
   

  	
  750 Seventh Avenue

  11th Floor

  New York, NY  10020

  Attn:  Joseph DiTomaso

  T:  212 762-2320

  F:  212 762-0346

  	
   

  	
  750 Seventh Avenue

  11th Floor

  New York, NY  10020

  Attn:  Joseph DiTomaso

  T:  212 762-2320

  F:  212 762-0346

  	
   

  
	
  The Northern Trust
  Company

  	
   

  	
  $

  	
  31,250,000

  	
   

  	
  801 S. Canal Street

  Chicago, IL  60607

  Attn:  Linda Honda

  T:  312 444-3532

  F:  312 630-1566

  	
   

  	
  801 S. Canal Street

  Chicago, IL  60607

  Attn:  Linda Honda

  T:  312 444-3532

  F:  312 630-1566

  	
   

  
	
  PNC Bank, National
  Association

  	
   

  	
  $

  	
  53,125,000

  	
   

  	
  One PNC Plaza

  249 Fifth Avenue, 2nd Floor

  Mailstop P1-POPP-2-3

  Pittsburgh, PA 15222

  Attn:  Philip K. Liebscher

  T:  (412) 762-3202

  F:  (412) 762-6484

  	
   

  	
  One PNC Plaza

  249 Fifth Avenue, 2nd Floor

  Mailstop P1-POPP-2-3

  Pittsburgh, PA 15222

  Attn:  Philip K. Liebscher

  T:  (412) 762-3202

  F:  (412) 762-6484

  	
   

  
	
  Royal Bank of Scotland

  	
   

  	
  $

  	
  62,500,000

  	
   

  	
  Waterhouse Square

  138-142 Holborn

  London England

  EC1N 2TH

  Attn:  Andrew Waddington

  T:  44 207 375-8504

  F:  44 207 375-8282

  	
   

  	
  Waterhouse Square

  138-142 Holborn

  London England

  EC1N 2TH

  Attn:  Andrew Waddington

  T:  44 207 375-8504

  F:  44 207 375-8282

  	
   

  



 


3

















 


	
  SANPAOLO IMI S.p.a.

  	
   

  	
  $

  	
  15,625,000

  	
   

  	
  245 Park Avenue

  New York, NY  10167

  Attn:  Manuela Insana

  T:  212 692-3128

  F:  212 692-3178

  	
   

  	
  245 Park Avenue

  New York, NY  10167

  Attn:  Manuela Insana

  T:  212 692-3128

  F:  212 692-3178

  	
   

  
	
  Societe Generale

  	
   

  	
  $

  	
  31,250,000

  	
   

  	
  2001 Ross Avenue

  Dallas, TX  75201

  Attn:  Deborah McNealey

  T:  214 979-2762

  F:  214 754-0171

  	
   

  	
  2001 Ross Avenue

  Dallas, TX  75201

  Attn:  Deborah McNealey

  T:  214 979-2762

  F:  214 754-0171

  	
   

  
	
  Standard Chartered Bank

  	
   

  	
  $

  	
  37,500,000

  	
   

  	
  One Evertrust Plaza

  Jersey City, NJ 07302

  Attn:  Victoria Faltine

  T:  201 633-3454
F:  201 536-04478

  	
   

  	
  One Evertrust Plaza

  Jersey City, NJ 07302

  Attn:  Victoria Faltine

  T:  201 633-3454
F:  201 536-04478

  	
   

  
	
  Sumitomo Mitsui Banking
  Corporation

  	
   

  	
  $

  	
  125,000,000

  	
   

  	
  277 Park Avenue

  New York, NY  10172

  Attn:  Noel Swift

  T:  212 224-4328

  F:  212 224-5197

  	
   

  	
  277 Park Avenue

  New York, NY  10172

  Attn:  Noel Swift

  T:  212 224-4328

  F:  212 224-5197

  	
   

  
	
  UBS Loan Finance LLC

  	
   

  	
  $

  	
  62,500,000

  	
   

  	
  677 Washington Blvd.

  Stamford, Connecticut 06901

  Attn:  Marie Haddad

  Banking Product Services

  T:  203 719-5609

  F:  203 719-3888

  	
   

  	
  677 Washington Blvd.

  Stamford, Connecticut 06901

  Attn:  Marie Haddad

  Banking Product Services

  T:  203 719-5609

  F:  203 719-3888

  	
   

  
	
  U.S. Bank National
  Association

  	
   

  	
  $

  	
  31,250,000

  	
   

  	
  1420 Fifth Avenue, 11th
  Floor

  Seattle, WA  98101

  Attn:  James Farmer

  T:  206 587-5237

  F:  206 344-3654

  	
   

  	
  1420 Fifth Avenue, 11th
  Floor

  Seattle, WA  98101

  Attn:  James Farmer

  T:  206 587-5237

  F:  206 344-3654

  	
   

  
	
  Wachovia Bank, National
  Association

  	
   

  	
  $

  	
  125,000,000

  	
   

  	
  191 Peachtree Street NE

  Atlanta, GA  30303

  Attn:  Joe Baschuite

  T:  404 332-5178

  F:  404 332-4136

  	
   

  	
  191 Peachtree Street NE

  Atlanta, GA  30303

  Attn:  Joe Baschuite

  T:  404 332-5178

  F:  404 332-4136

  	
   

  
	
  Westpac Banking
  Corporation

  	
   

  	
  $

  	
  31,250,000

  	
   

  	
  GMO Nightshift
  Operations

  255 Elizabeth Street, 3rd Floor

  Sydney, Australia 2000

  Attn:  London Operations

  T:  61 29 284-8241

  F:  011 44 207 621-7608

  	
   

  	
  GMO Nightshift
  Operations

  255 Elizabeth Street, 3rd Floor

  Sydney, Australia 2000

  Attn:  London Operations

  T:  61 29 284-8241

  F:  011 44 207 621-7608

  	
   

  
	
  William Street
  Commitment Corporation

  	
   

  	
  $

  	
  93,750,000

  	
   

  	
  85 Broad Street, 6th
  Floor

  New York, NY  10004

  Attn:  Pedro Ramirez

  T:  212 343-8319

  F:  212 357-6240

  	
   

  	
  85 Broad Street, 6th
  Floor

  New York, NY  10004

  Attn:  Pedro Ramirez

  T:  212 343-8319

  F:  212 357-6240

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total of Commitments:

  	
   

  	
  $

  	
  2,500,000,000

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4

















 


EXHIBIT A-1


 


FORM OF COMMITTED
NOTE


 


	
  U.S.$

  	
   

  	
  Dated: 
                                   ,
  200    

  



 


FOR VALUE RECEIVED, the undersigned, [NAME OF
BORROWER], a
                      
corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of


 


(the “Lender”) for
the account of its Applicable Lending Office (as defined in the Credit
Agreement referred to below) on the later of the Termination Date and the date
designated pursuant to Section 2.3 of such Credit Agreement (as defined in such
Credit Agreement) the principal sum of U.S.$[amount of the Lender’s Commitment
in figures] or, if less, the aggregate unpaid principal amount of the Committed
Advances (as defined below) under and pursuant to the 364-Day Credit Agreement
dated as of November     , 2003, among the Borrower, [The
Boeing Company,] the Lender and certain other lenders parties thereto, 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 Agent for the Lender and such other Lenders (as amended or
modified from time to time, the “Credit Agreement”), outstanding on such
date.  Capitalized terms used in the
promissory note that are not defined herein have the respective meanings
specified in the Credit Agreement.


 


The Borrower promises to pay interest on the unpaid
principal amount of each Committed Advance made by the Lender to the Borrower
pursuant to the Credit Agreement (each, a “Committed Advance”) from the date of
such Committed Advance until such principal amount is paid in full, at such
interest rates, and payable at such times, as are determined pursuant to the
Credit Agreement.


 


Both principal and interest are payable in lawful
money of the United States of America to Citibank, N.A., as Agent, at 388
Greenwich Street, New York, New York 
10013, in same day funds.  Each
Committed Advance, and all payments made on account of principal thereof, shall
be recorded by the Lender and, prior to any transfer hereof, endorsed on the
grid attached hereto which is part of this Promissory Note.


 


This Promissory Note is one of the Committed Notes
referred to in, and is entitled to the benefits of, the Credit Agreement.  The Credit Agreement, among other things (i)
provides for the making of Committed Advances by the Lender to the Borrower
from time to time in an aggregate amount not to exceed at any time outstanding
the U.S. dollar amount first above mentioned, the indebtedness of the Borrower
resulting from each such Committed Advance being evidenced by this Promissory
Note and (ii) contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions
therein specified.


 


The Borrower hereby waives presentment, demand,
protest and notice of any kind.  No
failure to exercise, and no delay in exercising, any rights hereunder on the
part of the holder hereof shall operate as a waiver of such rights.


 


5

















 


This Promissory Note shall be governed by, and
construed in accordance with, the laws of the State of New York, United States.


 


	
   

  	
  [NAME OF BORROWER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


6

















 


ADVANCES AND
PAYMENTS OF PRINCIPAL


 


 


	
  Date

  	
   

  	
  Amount of

  Advance

  	
   

  	
  Maturity

  Date

  	
   

  	
  Amount of
  Principal

  Paid or Prepaid

  	
   

  	
  Unpaid
  Principal

  Balance

  	
   

  	
  Notation
  Made by

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


7

















 


EXHIBIT A-2


 


FORM OF BID NOTE


 


	
   

  	
  Dated: 
                                 ,
  200     

  



 


FOR VALUE RECEIVED, the undersigned, [NAME OF
BORROWER], a
                    
corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of


 


                          
(the “Lender”) for the account of its Applicable Lending Office (as
defined in the 364-Day Credit Agreement dated as of November
    , 2003, among the Borrower,[The Boeing Company,] the
Lender and certain other lenders parties thereto, 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
Agent for the Lender and such other Lenders (as amended or modified from time
to time, the “Credit Agreement”)
on                    ,
200  , the principal amount of
U.S.$                    .  Capitalized terms used in this promissory
note that are not defined herein have the respective meanings specified in the
Credit Agreement).


 


The Borrower promises to pay interest on the unpaid
principal amount hereof from the date hereof until such principal amount is
paid in full, at the interest rate and payable on the interest payment date or
dates provided below:


 


Interest Rate: 
         % per annum (calculated
on the basis of a year of
            days for the
actual number of days elapsed).


 


Interest Payment Date or
Dates: 
                                     


 


Both principal and interest are payable in lawful
money of the United States of America to Citibank, N.A., as Agent, at 388
Greenwich Street, New York, New York 
10013, in same day funds.


 


This Promissory Note is one of the Bid Notes referred
to in, and is entitled to the benefits of, the Credit Agreement.  The Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events.


 


The Borrower hereby waives presentment, demand,
protest and notice of any kind.  No
failure to exercise, and no delay in exercising, any rights hereunder on the
part of the holder hereof shall operate as a waiver of such rights.


 


This Promissory Note shall be governed by, and
construed in accordance with, the laws of the State of New York, United States.


 


	
   

  	
  [NAME OF BORROWER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  
						



 

















 


EXHIBIT B-1


 


NOTICE OF
COMMITTED BORROWING


 


Citibank, N.A., as Agent

for the Lenders parties

to the Credit Agreement

referred to below


388 Greenwich Street


New York, New York  10013


[Date]


 


Attention: 
                               


 


Gentlemen:


 


The undersigned, [NAME OF BORROWER] (the “Borrower”),
refers to the 364-Day Credit Agreement dated as of November
    , 2003, among the Borrower, [The Boeing Company] the
Lender and certain other lenders parties thereto, 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
Agent for the Lender and such other Lenders (as amended or modified from time
to time, the “Credit Agreement”). 
Capitalized terms used in this notice that are not defined herein have
the respective meanings specified in the Credit Agreement.  The undersigned hereby gives you notice,
irrevocably, pursuant to Section 2.2 of the Credit Agreement that the
undersigned hereby requests a Committed Borrowing under the Credit Agreement,
and in that connection sets forth below the information relating to such
Committed Borrowing (the “Proposed Committed Borrowing”) as required by
Section 2.2(a) of the Credit Agreement:


 


(i)            The
date of the Proposed Committed Borrowing is
                                ,
200   .


 


(ii)           The
Type of Committed Advances constituting the Proposed Committed Borrowing is
[Base Rate Advances] [Eurodollar Rate Advances].


 


(iii)          The
aggregate amount of the Proposed Committed Borrowing is
$                            .


 


[(iv)         The
initial Interest Period for each Eurodollar Rate Advance made as part of the    Proposed Committed Borrowing is
           month[s]].


 


The undersigned hereby certifies that the following
statements are true on and as of the date hereof, and will be true on and as of
the date of the Proposed Committed Borrowing:


 


(A)          the representations and warranties
contained in Section 3.1(a) through (g) of the Credit Agreement are true and
accurate as though made on and as of


 

















 


each such date (except to
the extent that such representations and warranties relate solely to an earlier
date); [and]


 


(B)           no event has occurred and is
continuing or would result from such Proposed Committed Borrowing which constitutes
a Default.


 


[(C)         the representations and warranties of
the undersigned Subsidiary Borrower contained in Section 3.1(a) through (g) of
the Credit Agreement are and will be true and accurate on and as of each such
date as though made on and as of each such date (except to the extent that such
representations and warranties relate solely to an earlier date); and the
representations and warranties of the undersigned Subsidiary Borrower contained
in the Borrower Subsidiary Letter of the undersigned Subsidiary Borrower are
and will be true and correct on and as of the date of such Borrowing, before
and after giving effect to such Borrowing.]*


 


	
  `

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [NAME OF SUBSIDIARY
  BORROWER]*

  
	
   

  	
   

  
	
   

  	
  [By 

  	
   

  	
   

  
	
   

  	
   

  	
  Title:]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BOEING COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


 












*                                         Include if
Borrower is not The Boeing Company.


 


2

















 


EXHIBIT B-2


 


NOTICE OF BID
BORROWING


 


Citibank, N.A., as Agent

for the Lenders parties

to the Credit Agreement

referred to below


388 Greenwich Street


New York, New York  10013


 


	
  [Date]

  
	
   

  	
  Attention:  

  



 


Gentlemen:


 


The undersigned, [NAME OF BORROWER] (the “Borrower”),
refers to the 364-Day Credit Agreement dated as of November
    , 2003, among the Borrower,[The Boeing Company,] certain
lenders parties thereto, 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 Agent for such lenders (as
amended or modified from time to time, the “Credit Agreement”).  Capitalized terms used in this notice that
are not defined herein have the respective meanings specified in the Credit
Agreement.  The undersigned hereby gives
you notice pursuant to Section 2.5(a) of the Credit Agreement that the
undersigned requests a Bid Borrowing under the Credit Agreement, and in that
connection sets forth the terms on which such Bid Borrowing (the “Proposed
Bid Borrowing”) is requested to be made:


 


	
   

  	
  (A)

  	
  Date of Bid Borrowing

  	
   

  	
   

  
	
   

  	
  (B)

  	
  Amount of Bid Borrowing

  	
   

  	
   

  
	
   

  	
  (C)

  	
  The maturity date

  	
   

  	
   

  
	
   

  	
  (D)

  	
  Type

  	
   

  	
  [Fixed Rate][Eurodollar
  Rate]

  
	
   

  	
  (E)

  	
  Interest Payment
  Date(s)

  	
   

  	
   

  
	
   

  	
  (F)

  	
  Interest Calculation
  Basis

  	
   

  	
   

  
	
   

  	
  [(G)

  	
  Interest Rate Period

  	
   

  	
                                                                       ]

  



 


The undersigned hereby certifies that the following
statements are true on and as of the date hereof, and will be true on and as of
the date of the Proposed Bid Borrowing:


 


(a)           the
representations and warranties contained in Section 3.1(a) through (g) of the
Credit Agreement are true and accurate as though made on and as of each such
date (except to the extent that such representations and warranties relate
solely to an earlier date);


 


(b)           no
event has occurred and is continuing, or would result from the Proposed Bid
Borrowing which constitutes a Default; and


 


(c)           no
event has occurred and no circumstance exists as a result of which any
information concerning [the Borrower] [The Boeing Company] that has been
provided by [the


 

















 


Borrower] [The
Boeing Company]*
to the Agent or the Lenders in connection with the Proposed Bid Borrowing would
include an untrue statement of a material fact or omit to state any material
fact or any fact necessary to make the statements contained therein, in the
light of the circumstances under which they were made, not misleading.


 


[(d)          the
representations and warranties contained (1) in Section 3.1 (a) through (g) of
the Credit Agreement with respect to the undersigned Subsidiary Borrower are
true and accurate on and as of each such date as though made on and as of each
such date (except to the extent that such representations and warranties
related solely to an earlier date), and (2) in the Borrower Subsidiary Letter
of the undersigned Subsidiary Borrower are true and correct on and as of the
date of such Borrowing, before and after giving effect to such Borrowing;


 


(e)           no
event has occurred and no circumstance exists as a result of which any
information concerning The Boeing Company or the undersigned Subsidiary
Borrower that has been provided by The Boeing Company or the undersigned
Subsidiary Borrower to the Agent or the Lenders in connection with such Bid
Borrowing would include an untrue statement of a material fact or omit to state
any material fact or any fact necessary to make the statements contained
therein, in light of the circumstances under which they were made, not
misleading.]*


 


The undersigned hereby confirms that the Proposed Bid
Borrowing is to be made available to it in accordance with Section 2.5(e) of
the Credit Agreement.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [[NAME OF BORROWER]

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  
	
   

  	
   

  	
  Title:]*

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BOEING COMPANY

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
					



 


 












*              Reference
should describe The Boeing Company.


*              Include
if the Borrower is not The Boeing Company.


 


2

















 


EXHIBIT C




REQUEST FOR ALTERATION


 


To the Lenders Parties to


Credit Agreement referred


to below


 


Gentlemen:


 


In accordance with Section 2.19 of the 364-Day Credit
Agreement dated as of November     , 2003, among The Boeing
Company, the lenders parties thereto, 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 Agent for such
lenders (as amended or modified from time to time, the “Credit Agreement”;
the terms defined therein being used herein as therein defined), you are hereby
notified that, with the consent, if any, required of the Lenders pursuant to
such Section 2.19:


 


[Complete as Appropriate]


 


                                                                      
shall become a party to the Credit Agreement with a Commitment of
$                              .


 


the Commitment of
                                  
shall be increased/decreased from
$                        
to
$                        .


 


the Commitment of
                                
shall be terminated,


 


the Committed Advances of
                                          
shall be prepaid in the amount of
$                   .


 


If this Request for
Alteration has been executed by the Company, the Agent and each Lender [and
prospective lender] affected by this Request for Alteration and all prepayments
called for hereby shall have been paid in full on or before                 ,
200    (the “Effective Date”), then pursuant to Section
2.19 of the Credit Agreement this Request for Alteration, and each increase,
decrease, termination or creation effected hereby, shall thereupon become
effective on the Effective Date.  [The
Company hereby certifies that no event exists, or would result from giving
effect to this Request for Alteration, which would require the Agent to obtain
the consent of the Majority Lenders before signing this Request for
Alteration.]  [The Agent may not sign
this Request for Alteration without the prior written consent of the Majority
Lenders.]


 

















 


Please indicate your consent to this Request for
Alteration by signing the enclosed copy and returning it to the Agent.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  THE BOEING COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  We hereby consent to the foregoing.

  	
   

  
	
  [Name of Affected Lender]

  	
   

  
	
   

  	
   

  
	
  By 

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  [We hereby consent to the foregoing.

  	
   

  
	
  [Name of affected prospective lender]

  	
   

  
	
   

  	
   

  
	
  By 

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  CITIBANK, N.A. as Agent

  	
   

  
	
   

  	
   

  
	
  By 

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  [We hereby consent to the foregoing.

  	
   

  
	
  [If Majority Lender consent is required.]]

  	
   

  
	
   

  	
   

  
	
  [Name of Lender]

  	
   

  
	
   

  	
   

  
	
  By 

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
							



 


2

















 


EXHIBIT D


 


FORM OF BORROWER
SUBSIDIARY LETTER


 


	
  [DATE]

  



 


To each of the Lenders

parties to the Credit Agreement

(as defined  below) and to Citibank
N.A.,

as Agent for such Lenders


 


 


Ladies and Gentlemen:


 


Reference is made to the 364-Day Credit Agreement
dated as of November     , 2003, among The Boeing Company,
the lenders parties thereto, 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 Agent for such
lenders (as amended or modified from time to time, the “Credit Agreement”).  Capitalized terms used in this letter that
are not defined herein have the respective meanings specified in the Credit
Agreement.


 


Please be advised that the Company hereby designates
its undersigned Subsidiary,                          
(the “Subsidiary Borrower”), as a “Subsidiary Borrower” under and for
all purposes of the Credit Agreement.


 


The Subsidiary Borrower, in consideration of each
Lender’s agreement to extend credit to it under and on the terms and conditions
set forth in the Credit Agreement, does hereby assume each of the obligations
imposed upon a “Subsidiary Borrower” as a “Borrower” under the Credit Agreement
and agrees to be bound by the terms and conditions of the Credit Agreement.  In furtherance of the foregoing, the
Subsidiary Borrower hereby represents and warrants to each Lender as follows:


 


(a)           The Subsidiary Borrower is a
corporation duly organized, validly existing and in good standing under the
laws of
                                          .  The Subsidiary Borrower is qualified to do
business in every jurisdiction where such qualification is required, except
where the failure to so qualify would not have a materially adverse effect on
the financial condition of the Company and the Subsidiary Borrowers as a whole.


 


(b)           The execution, delivery and
performance by the Subsidiary Borrower of this Subsidiary Borrower Letter and
its Notes, if any, are within the Subsidiary Borrower’s corporate powers, have
been duly authorized by all necessary corporate action, have received all
necessary governmental approval, if any (which approval remains in full force
and effect), and do not contravene any law, any provision of the Subsidiary
Borrower’s charter or by-laws or any contractual restriction binding on the
Subsidiary Borrower.


 

















 


(c)           This Subsidiary Borrower Letter does,
and the Notes of the Subsidiary Borrower when duly executed and delivered by
the Subsidiary Borrower will, constitute legal, valid and binding obligations
of the Subsidiary Borrower, enforceable against the Subsidiary Borrower in
accordance with their respective terms.


 


(d)           In the Subsidiary Borrower’s opinion,
there are no pending or threatened actions or proceedings before any court or
administrative agency that are reasonably likely to have a material adverse
affect on the financial condition or operations of the Subsidiary Borrower or
any Subsidiary which is likely to impair the ability of the Subsidiary Borrower
to repay the Advances to it or which would affect the legality, validity or
enforceability of such Advances or its Notes, if any.


 


(e)           The 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 the Company and its Subsidiaries as of such date and the
result of the Consolidated operations for such year.


 


(f)            The Subsidiary Borrower is not
engaged in the business of extending credit for the purpose of purchasing or
carrying margin stock within the meaning of Regulation U issued by the Board of
Governors of the Federal Reserve System, and no proceeds of any Advance to the
Subsidiary Borrower will be used to purchase or carry any margin stock or to
extend credit to others for the purpose of purchasing or carrying any margin
stock.  Following application of the
proceeds of each Advance, not more than 25 percent of the value of the assets
(either of the Subsidiary Borrower only or of the Subsidiary Borrower and its
subsidiaries on a consolidated basis) subject to the provisions of Section
4.2(a) of the Credit Agreement or subject to any restriction contained in any
agreement or instrument between the Subsidiary Borrower and any Lender or any
Affiliate of a Lender relating to Debt within the scope of Section 6.1(d) of
the Credit Agreement will be margin stock (within the meaning of Regulation U
issued by the Board of Governors of the Federal Reserve System).


 


(g)           The Subsidiary Borrower is not an
“investment company,” or an “affiliated person” of, or “promoter” or “principal
underwriter” for, an “investment company,” as such terms are defined in the
Investment Company Act of 1940, as amended. 
Neither the making of any Advances, nor the application of the proceeds
or repayment thereof by the Subsidiary Borrower, nor the consummation of the
other transactions contemplated hereby, will violate any provision of such Act
or any rule, regulation or order of the Securities and Exchange Commission
thereunder.


 


2

















 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  THE BOEING COMPANY

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [SUBSIDIARY BORROWER]

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


3

















 


EXHIBIT E


 


EXTENSION REQUEST


 


	
  [Date]

  



 


Citibank, N.A., as Agent

for the Lenders parties

to the Credit Agreement

referred to below


388 Greenwich Street


New York, New York  10013


 


	
  Re:

  	
  Extension Request Under The Boeing Company 364-Day

  
	
  Credit Agreement dated
  as of November     , 2003.

  



 


Reference is made to the 364-Day Credit Agreement
dated as of November     , 2003, among The Boeing Company,
the lenders parties thereto, 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 Agent for the lenders
(as amended or modified from time to time, the “Credit Agreement”).  The terms defined in the Credit Agreement
are used herein as therein defined. 
Pursuant to Section 2.21 of the Credit Agreement, the Company hereby
provides notice of its desire to extend the Termination Date to November
    , 2005.


 


The Company hereby instructs the Agent promptly to
notify each of the Lenders of the receipt of this Extension Request by
providing each such Lender with a copy of this Extension Request.


 


	
   

  	
  THE BOEING COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 

















 


EXHIBIT F


 


CONTINUATION
NOTICE


 


[Date]


 


The Boeing Company


 


Citibank, N.A., as
Agent

for the Lenders parties

to the Credit Agreement


388 Greenwich Street


New York, New York 
10013


 


Reference is made to the 364-Day Credit Agreement
dated as of November     , 2003, among The Boeing Company,
the lenders parties thereto, 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 Agent for the lenders
(as amended or modified from time to time, the “Credit Agreement”).  The terms defined in the Credit Agreement
are used herein as therein defined.


 


Reference is made to the Extension Request dated
[                 ],
200    from the Company to the Agent.  We have reviewed the Extension Request and we hereby consent to
the extension of the Termination Date to November     ,
2005.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 

















 


EXHIBIT G


 


FORM OF OPINION OF
COUNSEL TO THE COMPANY


 


[Date]


 


To each of the Lenders parties


to the Credit
Agreement  referred to


below, and to Citibank,
N.A., as Agent


 


The Boeing Company


 


Gentlemen:


 


This opinion is furnished to you pursuant to Section
5.1(c) of the 364-Day Credit Agreement dated as of November
    , 2003, among The Boeing Company, the lenders parties
thereto, 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 Agent for the lenders (as amended or modified
from time to time, the “Credit Agreement”).  The terms defined in the Credit Agreement are used herein as
therein defined.


 


I am counsel to the Company, and have acted in such
capacity in connection with the preparation, execution and delivery of, and the
initial Borrowing made by the Company under, the Credit Agreement.


 


In that connection, I have or have had examined:


 


(1)           The
Credit Agreement.


 


(2)           The
other documents furnished by the Company pursuant to Article 5 of the Credit
Agreement.


 


(3)           The
Certificate of Incorporation of the Company and all amendments thereto (the “Charter”).


 


(4)           The
by-laws of the Company and all amendments thereto (the “By-Laws”).


 


In addition, I have or have had examined the
originals, or copies certified to my satisfaction, of such other corporate
records of the Company, certificates of officers of the Company, and
agreements, instruments and other documents, as I have deemed necessary as a
basis for the opinions expressed below. 
I have assumed the due execution and delivery, pursuant to due
authorization, of the Credit Agreement by the Lenders and the Agent.


 


I am qualified to practice law in the State of
California and I do not purport to be an expert on any laws other than the laws
of the State of California, the General Corporation Law of the State of Delaware
and the Federal laws of the United States.


 

















 


Based upon the foregoing and upon such investigation
as I have deemed necessary, I am of the following opinions:


 


1.     The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.


 


2.     The execution, delivery and performance by the Company of the
Credit Agreement and the Notes, if any, are within the Company’s corporate
powers, have been duly authorized by all necessary corporate action, and do not
contravene (i) the Charter or the By-Laws or (ii) any law, rule or regulation
applicable to the Company (including, without limitation, Regulation X of the
Board of Governors of the Federal Reserve System) or (iii) any contractual or
legal restriction binding on the Company. 
The Credit Agreement and the Notes, if any, have been duly executed and
delivered on behalf of the Company.


 


3.     No authorization, approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required for
the due execution, delivery and performance by the Company of the Credit
Agreement and the Notes[, except
for            ,
all of which have been duly obtained or made and are in full force and effect].


 


4.     In any action or proceeding arising out of or relating to the
Credit Agreement or the Notes, if any, in any court of the State of California
or in any federal court sitting in the State of California, such court would
recognize and give effect to the provisions of Section 8.6 of the Credit
Agreement wherein the parties thereto agree that the Credit Agreement and the
Notes shall be governed by, and construed in accordance with, the laws of the
State of New York.  Without limiting the
generality of the foregoing, a court of the State of California or a federal
court sitting in the State of California would apply the usury law of the State
of New York, and would not apply the usury law of the State of California, to
the Credit Agreement and the Notes. 
However, if a court were to hold that the Credit Agreement and the Notes
are governed by, and to be construed in accordance with, the laws of the State
of California, the Credit Agreement and the Notes would be, under the laws of
the State of California, legal, valid and binding obligations of the Company
enforceable against the Company in accordance with their respective terms.


 


5.     To the best of my knowledge, there are no pending overtly
threatened actions or proceedings against the Company or any of its
Subsidiaries before any court or administrative agency that (i) purport to
affect the legality, validity, binding effect or enforceability of the Credit
Agreement or any of the Notes or (ii) except as disclosed in the Company’s
financial statements delivered to you prior to the date hereof pursuant to
Section 3.1(e) of the Credit Agreement or as set forth on Annex A hereto, are
reasonably likely to have a material adverse affect on the financial condition
or operations of the Company or any Subsidiary which is likely to impair the
ability of the Company or any Subsidiary to repay their respective Advances or
which would affect the legality, validity or enforceability of the Credit
Agreement.


 


The opinions set forth above are subject to the
following qualifications:


 


2

















 


(a)     My
opinion in the last sentence of paragraph 4 above is subject to the effect of
any applicable bankruptcy, insolvency, reorganization, moratorium or similar
law affecting creditors’ rights generally.


 


(b)     My
opinion in paragraph 4 above is subject to the effect of general principles of
equity, including (without limitation) concepts of materiality, reasonableness,
good faith and fair dealing (regardless of whether considered in a proceeding
in equity or at law).


 


	
   

  	
  Very truly yours,

  



 


3

















 


ANNEX A


 


On September 3,
2003, the Inspector General of the U.S. Department of Defense announced a
formal investigation into whether a former senior U.S. Air Force official who
is now a Company employee improperly provided data from a competitor to the
Company in the course of the Air Force’s evaluation of the Company’s proposal
to lease tanker aircraft to the Air Force. 
The Company is conducting its own confidential and parallel
investigation into this subject matter, including the circumstances under which
the former senior U.S. Air Force official became a Company employee.


 


4

















 


EXHIBIT H


 


 


	
   

  	
  November
      , 2003

  



 


To the Initial Lenders
party to the

Credit Agreement referred

to below and to Citibank, N.A.,

as Agent


 


Ladies and Gentlemen:


 


We have acted as special
New York counsel to Citibank, N.A., as Agent, in connection with the
preparation, execution and delivery of the 364-Day Credit Agreement dated as of
November     , 2003, among The Boeing Company, the Lenders
parties thereto, 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 Agent for the Lenders (as amended
or modified from time to time, the “Credit Agreement”; the terms defined
therein being used herein as therein defined).


 


In that connection, we
have examined a counterpart of the Credit Agreement executed by TBC and, to the
extent relevant to our opinion expressed below, the other documents delivered
by TBC pursuant to Section 5.1 of the Credit Agreement.


 


In our examination of the
Credit Agreement and such other documents, we have assumed, without independent
investigation (a) the due execution and delivery of the Credit Agreement
by all parties thereto, (b) the genuineness of all signatures,
(c) the authenticity of the originals of the documents submitted to us and
(d) the conformity to originals of any documents submitted to us as
copies.


 


In addition, we have
assumed, without independent investigation, that (i) TBC is duly organized
and validly existing under the laws of the jurisdiction of its organization and
has full power and authority (corporate and otherwise) to execute, deliver and
perform the Credit Agreement and (ii) the execution, delivery and
performance by TBC of the Credit Agreement have been duly authorized by all
necessary action (corporate or otherwise) and do not (A) contravene the certificate
of incorporation, bylaws or other constituent documents of TBC,
(B) conflict with or result in the breach of any document or instrument
binding on TBC or (C) violate or require any governmental or regulatory
authorization or other action under any law, rule or regulation applicable to
TBC other than New York law or United States federal law applicable to
borrowers generally or, assuming the correctness of TBC’s statements made as
representations and warranties in Section 3.1(b) of the Credit Agreement, applicable
to TBC.  We have also assumed that the
Credit Agreement is the legal, valid and binding obligation of each Lender,
enforceable against such Lender in accordance with its terms.


 


Based upon the foregoing
examination and assumptions and upon such other investigation as we have deemed
necessary and subject to the qualifications set forth below, we


 

















 


are of the opinion that the Credit Agreement is the legal, valid and
binding obligation of TBC, enforceable against TBC in accordance with its
terms.


 


Our opinion above is
subject to the following qualifications:


 


(i)            Our opinion above is subject to the
effect of any applicable bankruptcy, insolvency (including, without limitation,
all laws relating to fraudulent transfers), reorganization, moratorium or similar
law affecting creditors’ rights generally.


 


(ii)           Our opinion above is also subject to
the effect of general principles of equity, including (without limitation)
concepts of materiality, reasonableness, good faith and fair dealing
(regardless of whether considered in a proceeding in equity or at law).


 


(iii)          We express no opinion as to the
enforceability of the indemnification provisions set forth in Section 8.3 of
the Credit Agreement to the extent enforcement thereof is contrary to public
policy regarding the exculpation of criminal violations, intentional harm and
acts of gross negligence or recklessness.


 


(iv)          Our opinion above is limited to the
law of the State of New York and the federal law of the United States of
America and we do not express any opinion herein concerning any other law.  Without limiting the generality of the
foregoing, we express no opinion as to the effect of the law of a jurisdiction
other than the State of New York wherein any Lender may be located or wherein
enforcement of the Credit Agreement may be sought that limits the rates of
interest legally chargeable or collectible.


 


A copy of this opinion
letter may be delivered by any of you to any Person that becomes a Lender in
accordance with the provisions of the Credit Agreement.  Any such Lender may rely on the opinion
expressed above as if this opinion letter were addressed and delivered to such
Lender on the date hereof.


 


This opinion letter
speaks only as of the date hereof.  We
expressly disclaim any responsibility to advise you or any other Lender who is
permitted to rely on the opinion expressed herein as specified in the next
preceding paragraph of any development or circumstance of any kind including
any change of law or fact that may occur after the date of this opinion letter
even though such development, circumstance or change may affect the legal
analysis, a legal conclusion or any other matter set forth in or relating to
this opinion letter.  Accordingly, any
Lender relying on this opinion letter at any time should seek advice of its
counsel as to the proper application of this opinion letter at such time.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
  DLB:SLH

  	
   

  



 


2

















 


EXHIBIT I


 


FORM OF OPINION OF
IN-HOUSE COUNSEL TO


SUBSIDIARY
BORROWER


 


[Date]


 


To each of the Lenders
parties

to the Credit Agreement referred

to below and to Citibank,

N.A., as Agent


 


The Boeing Company


 


Ladies and Gentlemen:


 


This opinion is furnished to you pursuant to Section
5.4(d) of the 364-Day Credit Agreement dated as of November
    , 2003, among The Boeing Company, the lenders parties
thereto, 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 Agent for the lenders (as amended or modified
from time to time, the “Credit Agreement”; the terms defined therein
being used herein as therein defined).


 


I am legal counsel for [insert name of Subsidiary
Borrower] (the “Subsidiary Borrower”), and have acted in such capacity
in connection with the execution and delivery of the Borrower Subsidiary Letter
dated as of [month, date, year] by the Company and the Subsidiary Borrower (the
“Borrower Subsidiary Letter”), and the initial Borrowing made by the Subsidiary
Borrower under the Credit Agreement.


 


In that connection, I have examined:


 


(1)           The
Credit Agreement.


 


(2)           The
Borrower Subsidiary Letter.


 


(3)           The other documents furnished by the
Company and/or the Subsidiary Borrower pursuant to Article 5 of the Credit
Agreement.


 


(4)           The Certificate of Incorporation of
the Subsidiary Borrower and all amendments thereto (the “Subsidiary Borrower
Charter”).


 


(5)           The by-laws of the Subsidiary
Borrower and all amendments thereto (the “Subsidiary Borrower By-Laws”).


 


(6)           A certificate of the Secretary of
State of the State of [insert state of incorporation of Subsidiary Borrower],
dated                     ,
2000, attesting to the continued corporate existence and good standing of the
Subsidiary Borrower in that State.


 

















 


In addition, I have examined the originals, or copies
certified to my satisfaction, of such other corporate records of the Subsidiary
Borrower, certificates of public officials and of officers of the Company and
the Subsidiary Borrower, and agreements, instruments and other documents, as I
have deemed necessary as a basis for the opinions expressed below.  I have assumed the due execution and
delivery, pursuant to due authorization, of the Credit Agreement by the
Lenders, the Agent and the syndication agent.


 


I am qualified to practice law in the State of
California [and [insert state of incorporation of the Subsidiary Borrower if
other than Delaware]] and I do not purport to be an expert on any laws other
than the laws of the State of California, the General Corporation Law of the
State of Delaware and the Federal laws of the United States.


 


Based upon the foregoing and upon such investigation
as I have deemed necessary, I am of the following opinions:


 


1.     The Subsidiary Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the State of [insert state of
incorporation].


 


2.     The execution, delivery and performance by the Subsidiary
Borrower of the Credit Agreement, the Borrower Subsidiary Letter and the Subsidiary
Borrower’s Notes are within the Subsidiary Borrower’s corporate powers, have
been duly authorized by all necessary corporate action, and do not contravene
(i) the Subsidiary Borrower Charter or the Subsidiary Borrower By-Laws or (ii)
any law, rule or regulation applicable to the Subsidiary Borrower (including,
without limitation, Regulation X of the Board of Governors of the Federal
Reserve System) or (iii) any contractual or legal restriction binding on the
Subsidiary Borrower.  The Credit
Agreement, the Borrower Subsidiary Letter and the Subsidiary Borrower’s Notes
have been duly executed and delivered on behalf of the Subsidiary Borrower.


 


3.     No authorization, approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required for
the due execution, delivery and performance by the Subsidiary Borrower of the
Credit Agreement, the Borrower Subsidiary Letter and the Subsidiary Borrower’s
Notes [, except for                    ,
all of which have been duly obtained or made and are in full force and effect].


 


4.     In any action or proceeding arising out of or relating to the
Credit Agreement, the Borrower Subsidiary Letter, or the Subsidiary Borrower’s
Notes in any court of the State of [insert state of incorporation of the
Subsidiary Borrower] or in any federal court sitting in the State of [insert
state of incorporation of the Subsidiary Borrower], such court would recognize
and give effect to the provisions in the Credit Agreement, the Borrower
Subsidiary Letter and the Subsidiary Borrower’s Notes wherein the parties
thereto agree that the Credit Agreement, the Borrower Subsidiary Letter and the
Subsidiary Borrower’s Notes shall be governed by, and construed in accordance
with, the laws of the State of New York. 
Without limiting the generality of the foregoing, a court of the State
of [insert state of incorporation of the Subsidiary Borrower]or a federal court
sitting in the State of [insert state of incorporation of the Subsidiary
Borrower]would apply the usury law of the State of New York, and would not
apply the usury law of the State of [insert state of incorporation of the


 


2

















 


Subsidiary Borrower], to
the Credit Agreement, the Borrower Subsidiary Letter or the Subsidiary
Borrower’s Notes.  However, if a court
were to hold that the Credit Agreement, the Borrower Subsidiary Letter and the
Subsidiary Borrower’s Notes are governed by, and are to be construed in accordance
with, the laws of the State of [insert state of incorporation of the Subsidiary
Borrower], to the Credit Agreement, the Borrower Subsidiary Letter and the
Subsidiary Borrower’s Notes would be, under the laws of the State of [insert
state of incorporation of the Subsidiary Borrower], legal, valid and binding
obligations of the Company and the Subsidiary Borrower parties thereto,
enforceable against the Company and the Subsidiary Borrower parties thereto in
accordance with their respective terms.


 


5.     To the best of my knowledge, there are no pending overtly
threatened actions or proceedings against the Subsidiary Borrower before any
court or administrative agency that (i) purport to affect the legality,
validity, binding effect or enforceability of the Credit Agreement, the
Borrower Subsidiary Letter or any of the Subsidiary Borrower’s Notes, or (ii)
except as disclosed in the Company’s financial statements delivered to you
prior to the date hereof pursuant to the Credit Agreement are reasonably likely
to have a material adverse affect on the financial condition or operations of
the Subsidiary Borrower which is likely to impair the ability of the Subsidiary
Borrower to repay Advances to it or which would affect the legality, validity
or enforceability of such Advances or its Notes.


 


The opinions set forth
above are subject to the following qualifications:


 


(a)           My opinion in the last sentence of
paragraph 4 above is subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors’
rights generally.


 


(b)           My opinion in paragraph 4 above is
subject to the effect of general principles of equity, including (without
limitation) concepts of materiality, reasonableness, good faith and fair
dealing (regardless of whether considered in a proceeding in equity or at law).


 


	
   

  	
  Very truly
  yours,

  



 


 


3

















 


EXHIBIT J


 


FORM OF GUARANTY


 


THIS GUARANTY (“Guaranty”) is made and entered into
this            day of
                    ,
200   , by THE BOEING COMPANY, a Delaware corporation (“TBC”)
in favor of the LENDERS (as defined in the Credit Agreement defined below) and
CITIBANK, N.A., in its capacity as administrative agent for the Lenders (in
such capacity, the “Agent”).


 


RECITALS


 


This Guaranty is executed and delivered in connection
with the 364-Day Credit Agreement dated as of November
    , 2003, among The Boeing Company, the Lenders, 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 the
Agent (as amended or modified from time to time, the “Credit Agreement”).


 


The Credit Agreement provides that certain
subsidiaries of TBC may, upon satisfaction of certain conditions set forth
therein, become a Subsidiary Borrower for purposes of the Credit Agreement and
have all of the rights and obligations of a Borrower thereunder.  One of the conditions precedent to the
making of any Advances to any particular Subsidiary Borrower is the execution
and delivery of this Guaranty.


 


In consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in order to induce the Lenders to make Advances and other
credit accommodations under the Credit Agreement to [insert name of the
Subsidiary Borrower] (the “Subject Subsidiary Borrower”), TBC hereby
agrees as follows:


 


1.                Guarantee. TBC hereby
guarantees punctual payment when due (subject to applicable grace periods, if
any), whether at stated maturity, by acceleration or otherwise, by the Subject
Subsidiary Borrower of each and every payment obligation of such Subject
Subsidiary Borrower arising under the Credit Agreement and the promissory notes
delivered thereunder (collectively, the “Guaranteed Obligations”).  Without limiting the generality of the
foregoing, TBC’s liability shall extend to all amounts that constitute part of
the Guaranteed Obligations and would be owed by the Subject Subsidiary Borrower
to the Agent or any Lender under this Guaranty but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Subject Subsidiary
Borrower.  Upon receipt of a demand for
payment from the guaranteed party in accordance with the terms of this
Guaranty, TBC will effect payment within thirty (30) days of receipt.


 


2.  Liability of Guarantor.


 


2.1           TBC
agrees that its obligations hereunder are irrevocable, absolute, independent
and unconditional and shall not be affected by any circumstance which
constitutes a legal or equitable discharge of a guarantor or surety other than
indefeasible payment in full of the


 

















 


Guaranteed Obligations.  In
furtherance of the foregoing and without limiting the generality thereof, TBC
agrees that this Guaranty shall remain in full force and effect and be binding
upon TBC and its successors and assigns until all the Guaranteed Obligations
have been satisfied in full.  TBC agrees
that the release or discharge, in whole or in part, or the bankruptcy,
liquidation or dissolution of the Subject Subsidiary Borrower, shall not
discharge or affect the liabilities of TBC hereunder.


 


2.2           TBC
guarantees that the Guaranteed Obligations will be paid (to the fullest extent
permitted by applicable law), strictly in accordance with the terms of the
Credit Agreement and this Guaranty, regardless of any law, regulation or order
now or hereafter in effect in any jurisdiction affecting any of such terms or
the rights of any Lender or the Agent with respect thereto.  The obligations of TBC under this Guaranty
are independent of the Guaranteed Obligations, and a separate action or actions
may be brought and prosecuted against TBC to enforce this Guaranty,
irrespective of whether any action is brought against the Subject Subsidiary
Borrower or any other Borrower or whether the Subject Subsidiary Borrower or
any other Borrower is joined in any such action or actions.  The liability of TBC under this Guaranty
shall be irrevocable, absolute and unconditional irrespective of, and TBC
hereby irrevocably waives any defenses it may now or hereafter have in any way
relating to, any or all of the following:


 


(a)               any lack of validity or
enforceability of this Guaranty, the Credit Agreement, or any other agreement
or instrument respectively relating thereto;


 


(b)              any change in the time, manner or
place of payment of, or in any other term of, all or any of the Guaranteed
Obligations, or any other amendment or waiver of or any consent to departure
from this Guaranty or the Credit Agreement (including, without limitation, any
extension pursuant to Section 2.21 of the Credit Agreement);


 


(c)               any taking, exchange, release or
non-perfection of any collateral or any taking, release or amendment or waiver
of or consent to departure from any other guaranty, for all or any of the
Guaranteed Obligations;


 


(d)              any change, restructuring or
termination of the corporate structure or existence of the Subject Subsidiary
Borrower or any other Borrower; or


 


(e)               any other circumstance,
(including, without limitation, any statute of limitations to the fullest
extent permitted by applicable law) which might otherwise constitute a defense
available to, or a discharge of, TBC, the Subject Subsidiary Borrower, any
other Borrower or any other guarantor (other than indefeasible payment in full
of the Guaranteed Obligations).


 


This Guaranty shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any of the
Guaranteed Obligations is rescinded or must otherwise be returned by any of the
Lenders or the Agent upon the insolvency, bankruptcy or reorganization of the
Subject Subsidiary Borrower or any other Borrower or otherwise, all as though
such payment had not been made.


 


2

















 


3.  Notices,_etc.  All notices, demands and other
communications provided for under this Guaranty shall be in writing and may be
given by first class mail (postage prepaid), telecopy or any other customary
means of communication, addressed to TBC at the address set forth below, or to
such other address as TBC may advise in a written notice to the Agent:


 


The Boeing Company


100 N. Riverside


Mail Code: 5003 3648


Chicago, Illinois


Attention:  Assistant Treasurer, Corporate Finance and
Banking


Telecopy:  (312)
544-2399


 


The effective date of any notice, demand or other
communication given in connection with this Guaranty shall be the date when
mailed or telecopied, or if sent by overnight courier, the date following the
day of delivery to the overnight courier.


 


4.  No
Waiver: Cumulative Rights.  No
failure on the part of the Agent to exercise, and no delay in exercising, any
right, remedy or power under this Guaranty shall operate as a waiver thereof,
nor shall any single or partial exercise by the Agent of any right, remedy or
power under this Guaranty preclude any other or future exercise of any right,
remedy or power.  Each and every right,
remedy and power hereby granted to the Agent and the Lenders or allowed by law
or other agreement shall be cumulative and not exclusive of any other, and may
be exercised from time to time.


 


5.  Waivers.  (a) 
TBC hereby expressly waives promptness, diligence, notice of acceptance,
presentment, protest, any requirement that any right or power be exhausted or
any action be taken against the Subject Subsidiary Borrower, any other Borrower
or against any other guarantor, and all other notices and demands whatsoever
(except for demand for payment, which must be made in all instances; provided,
however, that TBC hereby expressly waives demand for payment to the
Subject Subsidiary Borrower in those instances in which such demand for payment
is prohibited by law or prevented by operation of law).


 


(b)           TBC
hereby waives any right to revoke this Guaranty, and acknowledges that this
Guaranty is continuing in nature and applies to all Guaranteed Obligations,
whether existing now or in the future.


 


(c)           TBC
acknowledges that it will receive substantial direct and indirect benefits from
the financing arrangements contemplated herein and that the waivers set forth
in this Guaranty are knowingly made in contemplation of such benefits.


 


(d)           TBC
agrees that payments made by it pursuant to this Guaranty will be subject to
the provisions of Section 2.9 and 2.14 of the Credit Agreement, as if such
payments were made by TBC in its capacity as a Borrower.


 


6.  Subrogation.  TBC will not exercise any rights that it may
now or hereafter acquire against the Subject Subsidiary Borrower, any other
Borrower or any other insider


 


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guarantor that arise from the existence, payment, performance or
enforcement of the Guaranteed Obligations under this Guaranty, including,
without limitation, any right of subrogation, reimbursement, exoneration,
contribution or indemnification and any right to participate in any claim or
remedy of the Agent or any Lender against the Subject Subsidiary Borrower, any
other Borrower or any other insider guarantor or any collateral, whether or not
such claim, remedy or right arises in equity or under contract, statute or
common law, including, without limitation, the right to take or receive from
the Subject Subsidiary Borrower, another Borrower or any other insider
guarantor, directly or indirectly, in cash or other property or by set-off or
in any other manner, payment or security on account of such claim, remedy or
right, unless and until all of the Guaranteed Obligations and all other amounts
payable under this Guaranty shall have been paid in full in cash and the
Commitments shall have expired or terminated. 
If any amount shall be paid to TBC in violation of the preceding
sentence at any time prior to the later of the payment in full in cash or
immediately available funds of the Guaranteed Obligations and all other amounts
payable under this Guaranty and the Termination Date, such amount shall be held
in trust for the benefit of the Agent and the Lenders and shall forthwith be
paid to the Agent to be credited and applied to the Guaranteed Obligations and
all other amounts payable under this Guaranty, whether matured or unmatured, in
accordance with the terms of the Credit Agreement.  If (i) TBC shall make payment to the Agent or any Lender of all
or any part of the Guaranteed Obligations, (ii) all the Guaranteed Obligations
and all other amounts payable under this Guaranty shall be paid in full in cash
and (iii) the Termination Date shall have occurred, the Agent and the Lenders
will, at TBC’s request and expense, execute and deliver to TBC appropriate
documents, without recourse and without representation or warranty, necessary
to evidence the transfer by subrogation to TBC of an interest in the Guaranteed
Obligations resulting from such payment by TBC.  TBC acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by the Credit Agreement
and that the waiver set forth in this section is knowingly made in
contemplation of such benefits.


 


7.  Survival.  This Guaranty is a continuing guarantee and shall (a) remain in
full force and effect until payment in full (after the Termination Date) of the
Guaranteed Obligations and all other amounts payable under this Guaranty, (b)
be binding upon TBC, its successors and assigns, (c) inure to the benefit of
and be enforceable by each Lender (including each assignee Lender pursuant to
the terms of the Credit Agreement) and the Agent and their respective
successors, transferees and assigns and (d) be reinstated if at any time any
payment to a Lender or the Agent hereunder is required to be restored by such
Lender or the Agent.


 


8.  Costs and Expenses.  Without limitation on any other Guaranteed
Obligations of TBC or remedies of the Lenders under this Guaranty, TBC shall
pay on demand any and all losses, liabilities, damages, reasonable costs,
expenses and charges (including the reasonable fees and disbursements of
counsel for the Lenders and the Agent) 
suffered or incurred by such Lender as a result of any failure of any
Guaranteed Obligations to be the legal, valid and binding obligations of the
Subject Subsidiary Borrower enforceable against such Subject Subsidiary
Borrower in accordance with their terms.


 


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9.  Amendments.  No amendment or waiver of any provision of this Guaranty, nor
consent to any departure therefrom by TBC, shall in any event be effective
unless the same shall be in writing and signed by TBC and the Agent, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.


 


10.                                                     Headings,_Definitions.  Section and paragraph headings in this
Guaranty are included herein for convenience of reference only and shall not
modify, define, expand or limit any of the terms or provisions of this
Guaranty.  Any term used in the Guaranty
but not defined herein shall have the definition given to it in the Credit
Agreement.


 


11.                                                     Governing_Law.  This Guaranty shall be governed by, and
construed in accordance with, the laws of the State of New York, United States.


 


	
   

  	
  THE BOEING COMPANY

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Its: 

  	
   

  	
   

  



 


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EXHIBIT K


 


FORM OF OPINION OF
IN-HOUSE COUNSEL TO TBC


 


[Date]


 


To each of the Lenders
parties

to the Credit Agreement referred to

below, and to Citibank, N.A., as Agent


 


The Boeing Company


 


Gentlemen:


 


This opinion is furnished
to you pursuant to Section 5.4(f) of the 364-Day Credit Agreement dated as of
November     , 2003, among The Boeing Company, the lenders
parties thereto, 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 Agent for the lenders (as amended or modified
from time to time, the “Credit Agreement”).  The terms defined in the Credit Agreement are used herein as
therein defined.


 


I am counsel to the
Company, and have acted in such capacity in connection with the preparation,
execution and delivery of the Borrower Subsidiary Letter, dated as of [month,
date, year], by the Company and                                                   ,
a Subsidiary of the Company (the “Subsidiary Borrower” and such letter, the “Borrower
Subsidiary Letter”) and the execution and delivery of the Guaranty
Agreement, dated as of [month, date, year], made by the Company in favor of the
Agent and the Lenders (the “Guaranty”) in conjunction with the initial
Borrowing made by the Subsidiary Borrower under the Credit Agreement.


 


In that connection, I
have or have had examined:


 


(1)                                  The
Credit Agreement.


 


(2)                                  The
Borrower Subsidiary Letter.


 


(3)                                  The
Guaranty.


 


(4)                                  The
Certificate of Incorporation of the Company and all amendments thereto (the “Charter”).


 


(5)                                  The
by-laws of the Company and all amendments thereto (the “By-Laws”).


 


In addition, I have or
have had examined the originals, or copies certified to my satisfaction, of
such other corporate records of the Company, certificates of officers of the
Company, and agreements, instruments and other documents, as I have deemed
necessary as a basis for the opinions expressed below.


 

















 


I am qualified to
practice law in the State of California and I do not purport to be an expert on
any laws other than the laws of the State of California, the General
Corporation Law of the State of Delaware and the Federal laws of the United
States.


 


Based upon the foregoing
and upon such investigation as I have deemed necessary, I am of the following
opinions:


 


1.     The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.


 


2.     The execution, delivery and performance by the Company of the
Borrower Subsidiary Letter and the Guaranty are within the Company’s corporate
powers, have been duly authorized by all necessary corporate action, and do not
contravene (i) the Charter or the By-laws or (ii) any law, rule or regulation
applicable to the Company (including, without limitation, Regulation X of the
Board of Governors of the Federal Reserve System) or (iii) any contractual or
legal restriction binding on the Company. 
The Borrower Subsidiary Letter and the Guaranty have been duly executed
and delivered on behalf of the Company.


 


3.     No authorization, approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required for
the due execution, delivery and performance by the Company of the Borrower
Subsidiary Letter and the Guaranty [, except for
                    ,
all of which have been duly obtained or made and are in full force and effect].


 


4.     To the best of my knowledge, there are no pending overtly
threatened actions or proceedings against the Company or any of its
Subsidiaries before any court or administrative agency which purport to affect
the legality, validity, binding effect or enforceability of the Borrower
Subsidiary Letter or the Guaranty.


 


The
opinions set forth above are subject to the following qualifications:


 


My opinion in paragraph 4
above is subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors’ rights generally
and to the effect of general principles of equity, including (without
limitation) concepts of materiality, reasonableness, good faith and fair
dealing (regardless of whether considered in a proceeding in equity or at law).


 


	
   

  	
  Very truly yours,

  



 


 


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