Exhibit
10.3  EXECUTION
COPY  THE BOEING COMPANY FIVE-YEAR
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
  SectionARTICLE 1
  DEFINITIONS1.1
  Definitions1.2
  Use of Defined Terms; References1.3
  Accounting TermsARTICLE 2
  AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT2.1
  Committed Advances2.2
  Making Committed Advances2.3
  Issuance of and Drawings and Reimbursement
  Under Letters of Credit2.4
  Repayment2.5
  Interest Rate on Committed Advances2.6
  Bid Advances2.7
  Lender Assignment or Sale2.8
  Fees and Commissions2.9
  Reduction of the Commitments2.10
  Additional Interest on Eurodollar Rate
  Committed Advances2.11
  Eurodollar Interest Rate Determination2.12
  Voluntary Conversion of Committed Advances2.13
  Prepayments2.14
  Increases in Costs2.15
  Taxes2.16
  Illegality2.17
  Payments and Computations2.18
  Sharing of Payments, Etc.2.19
  Evidence of Debt2.20
  Alteration of Commitments and Addition of
  Lenders2.21
  Assignments; Sales of Participations and
  Other Interests in Advances2.22
  Subsidiary BorrowersARTICLE 3
  REPRESENTATIONS AND WARRANTIES3.1
  Representations and Warranties by the
  BorrowersARTICLE 4
  COVENANTS OF TBC4.1
  Affirmative Covenants of TBC4.2
  General Negative Covenants of TBC4.3
  Financial Statement Terms4.4
  Waivers of Covenants  i 
   ARTICLE 5
  CONDITIONS PRECEDENT TO BORROWINGS AND ISSUANCES5.1
  Conditions Precedent to the Initial
  Borrowing or Initial Issuance of TBC5.2
  Conditions Precedent to Each Committed
  Borrowing and Each Issuance of TBC5.3
  Conditions Precedent to Each Bid Borrowing
  of TBC5.4
  Conditions Precedent to the Initial
  Borrowing and Issuance of a Subsidiary Borrower5.5
  Conditions Precedent to Each Committed
  Borrowing or Issuance of a Subsidiary Borrower5.6
  Conditions Precedent to Each Bid Borrowing
  of a Subsidiary BorrowerARTICLE 6
  EVENTS OF DEFAULT6.1
  Events of Default6.2
  Lenders Rights upon Borrower Default6.3
  Actions in Respect of the Letters of Credit
  upon Borrower DefaultARTICLE 7
  THE AGENT7.1
  Authorization and Action7.2
  Agents Reliance, Etc.7.3
  Citibank, N.A. and its Affiliates7.4
  Lender Credit Decision7.5
  Indemnification7.6
  Successor Agent7.7
  Certain Obligations May Be Performed by
  Affiliates7.8
  Other AgentsARTICLE 8
  MISCELLANEOUS8.1
  Modification, Consents and Waivers8.2
  Notices8.3
  Costs, Expenses and Taxes8.4
  Binding Effect8.5
  Severability8.6
  Governing Law8.7
  Headings8.8
  Execution in Counterparts8.9
  Right of Set-Off8.10
  Confidentiality8.11
  Agreement in Effect8.12
  No Liability of the Issuing Banks  ii 
   Exhibit A-1
  
  -
  
  Committed NoteExhibit A-2
  
  -
  
  Bid NoteExhibit B-1
  
  -
  
  Notice of Committed BorrowingExhibit B-2
  
  -
  
  Notice of Bid BorrowingExhibit C
  
  -
  
  Request for AlterationExhibit D
  
  -
  
  Borrower Subsidiary LetterExhibit E
  
  -
  
  Opinion of Counsel of the CompanyExhibit F
  
  -
  
  Opinion of Counsel for AgentExhibit G
  
  -
  
  Opinion of in-house counsel to Subsidiary
  BorrowerExhibit H
  
  -
  
  Guaranty of TBCExhibit I
  
  -
  
  Opinion of Counsel of TBCSchedule 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  1.1Definitions.  As used in this Agreement, the following
terms have the respective meanings set out below:  1997 Credit
Agreement means the U.S. $One Billion Five Hundred Million 7-Year
Bank Credit Agreement, dated as of December 8, 1997, by and among TBC,
Citibank, N.A., as administrative agent, and certain other banks as lenders.  2000 Credit
Agreement means the Five-Year Credit Agreement, dated as of
September 27, 2000, 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
Facility Fee means 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
  MarginLevel I
  
  A+ by S&P or A1 by
  Moodys or above
  
  0.070
  %Level II
  
  less than Level I  but at least A by S&P or A2 by Moodys
  
  0.080
  %Level III
  
  less than Level II  but at least A- by S&P or A3 by
  Moodys
  
  0.090
  %Level IV
  
  less than Level
  III  but at least BBB+ by S&P or
  Baa1 by Moodys
  
  0.125
  %Level V
  
  less than Level IV
  
  0.175
  %  provided,
however, that if the ratings from S&P and Moodys fall within
different levels, then the Applicable Facility 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 Facility 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
Facility Fee for thirty days following such ratings becoming unavailable shall
be the Applicable Facility Fee 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 Facility 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 Facility Fee in effect immediately prior to
such cessation or (b) otherwise, the Applicable Facility Fee as set forth under
Level V above.  Applicable
Letter of Credit Commissions 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
  Commission for
  Performance
  Letters of
  Credit
  
  Applicable
  Commission for
  Financial
  Letters of
  CreditLevel I
  
  A+ by S&P or A1 by
  Moodys or above
  
  0.280
  %
  0.530
  %Level II
  
  less than Level I  but at least A by S&P or A2 by Moodys
  
  0.345
  %
  0.595
  %Level III
  
  less than Level II  but at least A- by S&P or A3 by
  Moodys
  
  0.410
  %
  0.660
  %Level IV
  
  less than Level
  III  but at least BBB+ by S&P or
  Baa1 by Moodys
  
  0.550
  %
  0.875
  %Level V
  
  less than Level IV
  
  0.700
  %
  1.200
  %  2 
   provided,
however, that if the ratings from S&P and Moodys fall within
different levels, then the Applicable Letter of Credit Commission 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
Letter of Credit Commission 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 Letter of Credit Commission for each period commencing during the
thirty days following such ratings becoming unavailable shall be the Applicable
Letter of Credit Commission 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 Letter of Credit
Commission 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 Letter of Credit Commission in
effect immediately prior to such cessation or (b) otherwise, the Applicable
Letter of Credit Commission as set forth under Level V above.  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
  MarginLevel I
  
  A+ by S&P or A1 by
  Moodys or above
  
  0.080
  %Level II
  
  less than Level I  but at least A by S&P or A2 by Moodys
  
  0.220
  %Level III
  
  less than Level II  but at least A- by S&P or A3 by
  Moodys
  
  0.260
  %Level IV
  
  less than Level
  III  but at least BBB+ by S&P or
  Baa1 by Moodys
  
  0.325
  %Level V
  
  less than Level IV
  
  0.425
  %  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  3 
   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
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 FeeLevel 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 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  4 
   to such cessation
or (b) otherwise, the Applicable Utilization Fee as set forth under Level V
above.  Available Amount of any Letter of Credit
means, at any time, the maximum amount available to be drawn under such Letter
of Credit at such time (assuming compliance at such time with all conditions to
drawing).  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 2.6, 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 2.6.  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.  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 Lender that has entered into one or more assignments
pursuant to Section 2.21, the amount set forth for such Lender in the
Register maintained by the Agent pursuant to Section 2.21(d), as such
amount may be reduced pursuant to Section 2.4, Section 2.9 or
Section 2.20 or increased pursuant to Section 2.20.  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.  5 
   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 or Section 2.3.  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.  Convert,
Conversion
and Converted
each means a conversion of Committed Advances of one Type into Committed
Advances of another Type pursuant to Section 2.11, 2.12 or 2.16.  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 2.20.  Eligible
Assignee means  (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  6 
   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,
and approved by each Issuing Bank, 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  (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  7 
   (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 Share 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 2.11.  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 2.6(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.  Facility Fee
has the meaning specified in Section 2.8.  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.  Financial Letter of Credit means a Letter
of Credit used to repay money borrowed by, or for the account of, the account
party or to make payment on behalf of the account party in the event that the
account party fails to fulfill its payment obligation to the beneficiary of
such Letter of Credit.  Fixed Rate
Advance means an Advance made by a Lender to a Borrower as part of
a Fixed Rate Borrowing.  8 
   Fixed Rate
Borrowing has the meaning specified in Section 2.6(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;  (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.  Issuing Bank means any Lender that has
issued a Letter of Credit pursuant to Section 2.3.  L/C Cash Deposit Account means a cash
deposit account to be established and maintained by the Agent, over which the
Agent shall have sole dominion and control, upon terms as may be satisfactory
to the Agent.  L/C Related Documents has the meaning
specified in Section 2.4(b)(i).  Lender,
subject to Section 2.21, means any of the institutions that is a signatory
hereto or that, pursuant to Section 2.14, 2.20 or 2.21, becomes a Lender
hereunder.  Letter of Credit has the meaning specified
in Section 2.3(a).  Letter of Credit Agreement has the meaning
specified in Section 2.3(d).  Letter of Credit Facility means, at any
time, an amount equal to the lesser of (a) $500,000,000 and (b) the aggregate
amount of the Commitments, as such amount may be reduced pursuant to
Section 2.4, Section 2.9 or Section 2.20 or increased pursuant
to Section 2.20.  9 
   Loan Document means this Agreement, the
Notes and the other L/C Related Documents.  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.  Moodys
means Moodys Investor Services, Inc.  Note
means a Committed Note or a Bid Note.  Notice of
Bid Borrowing has the meaning specified in Section 2.6(b).  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).  Notice of Issuance has the meaning
specified in Section 2.3(d).  OECD
means the Organization for Economic Cooperation and Development.  Performance Letter of Credit means a
Letter of Credit representing obligations backing the performance of
nonfinancial or commercial contracts or undertakings (including arrangements
backing, among other things, subcontractors and suppliers performance, labor
and material contracts, and construction bids).  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 2.20(a).  Ratable
Share
of any amount means, with respect to any Lender at any time, the product of (a)
a fraction the numerator of which is the amount of such Lenders Commitment at
such time and the denominator of which is the aggregate Commitments at such
time and (b) such amount.  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 2.21(d).  Request for
Alteration means a document substantially in the form of Exhibit C,
duly executed by TBC, pursuant to Section 2.20.  Required
Assignment has the meaning specified in Section 2.21(a).  S&P
means Standard & Poors, a division of The McGraw-Hill Companies, Inc.  10 
   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.  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 21, 2008, and
(ii) the date of termination in whole of the Commitments pursuant to
Section 2.9 or Section 6.2.  Total
Capital has the meaning specified in Section 4.2(b).  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.  Unused Commitment means, with respect to
each Lender at any time, (a) the amount of such Lenders Commitment at such
time minus (b) the sum of (i) the aggregate principal amount of all
Committed Advances made by such Lender (in its capacity as a Lender) and
outstanding at such time, plus (ii) such Lenders Ratable Share of the
aggregate principal amount of all Bid Advances outstanding at such time plus
(iii) such Lenders Ratable Share of the aggregate Available Amount of all the
Letters of Credit outstanding at such time.  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).  1.2Use 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.  1.3Accounting Terms.  All accounting terms
not specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistently applied.  11 
   ARTICLE 2
Amounts and Terms of the Advances and Letters of Credit  2.1Committed 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 a
principal amount not to exceed such Lenders Unused Commitment.  (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 2.13, and reborrow under this Section 2.1 and
Section 2.2.  2.2Making 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  (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,  12 
   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.  (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.  2.3Issuance of and Drawings and Reimbursement Under Letters of Credit.  (a)Request
for Issuance.  Any Borrower may
request any Lender to issue, and any Lender may, if in its sole discretion it
elects to do so, on the terms and conditions hereinafter set forth, issue
letters of credit (each, a Letter of Credit) for the account of the Borrowers
from time to time on any Business Day during the period from the date hereof
until 30 days before the Termination Date  (i)in
an aggregate Available Amount for all Letters of Credit issued by all Issuing
Banks not to exceed at any time the Letter of Credit Facility at such time, and  (ii)in
an amount for each such Letter of Credit not to exceed an amount equal to the
Unused Commitments of the Lenders at such time.  (b)Amount
of Letters of Credit.  Each Letter
of Credit shall be in an amount of $1,000,000 or more.  (c)Duration
of Letters of Credit.  No Letter of
Credit shall have an expiration date (including all rights of the applicable
Borrower or the beneficiary to require renewal) later than 30 days prior to the
Termination Date.  Within the limits
referred to above, the Borrowers may request the issuance of Letters of Credit
under this Section 2.3, repay any Advances resulting from drawings  13 
   thereunder pursuant to Section 2.3(f)
and request the issuance of additional Letters of Credit under this
Section 2.3.  The terms issue,
issued, issuance and all similar terms, when applied to a Letter of Credit,
shall include any renewal, extension or amendment thereof.  (d)Notice
of Issuance.  Each Letter of Credit
shall be issued upon notice, given not later than 11:00 A.M.
(New York City time) on the fifth Business Day prior to the date of the
proposed issuance of such Letter of Credit (or on such shorter notice as the
applicable Issuing Bank may agree), by any Borrower to any Issuing Bank, and
such Issuing Bank shall give the Agent, prompt notice thereof by
facsimile.  Each such notice of issuance
of a Letter of Credit (a Notice of Issuance) shall be by telephone, confirmed
immediately in writing, or facsimile, specifying therein the requested  (i)date
of such issuance (which shall be a Business Day),  (ii)Available
Amount of such Letter of Credit and designation as a Performance Letter of
Credit or a Financial Letter of Credit,  (iii)expiration
date of such Letter of Credit (which shall not be later than 30 days prior to
the Termination Date),  (iv)name
and address of the beneficiary of such Letter of Credit and  (v)form
of such Letter of Credit, and shall be accompanied by such customary
application and agreement for letter of credit as such Issuing Bank may specify
to the Borrower requesting such issuance for use in connection with such
requested Letter of Credit (a Letter of Credit Agreement).  Every Notice of
Issuance 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 Letter of Credit.  If the requested
form of such Letter of Credit is acceptable to such Issuing Bank in its sole
discretion, such Issuing Bank may, upon fulfillment of the applicable
conditions set forth in Article 5, make such Letter of Credit available to
the Borrower requesting such issuance at its office referred to in
Section 8.2 or as otherwise agreed with such Borrower in connection with
such issuance.  In the event and to the
extent that the provisions of any Letter of Credit Agreement shall conflict
with this Agreement, the provisions of this Agreement shall govern.  (e)Participations.  By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the applicable Issuing Bank or the Lenders, such
Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from
such Issuing Bank, a participation in such Letter of Credit equal to such
Lenders Ratable Share of the Available Amount of such Letter of Credit.  Each Borrower hereby agrees to each such
participation.  In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and unconditionally
agrees to pay to the Agent, for the account of such Issuing Bank, such Lenders
Ratable Share of each drawing made under a Letter of Credit funded by such
Issuing Bank and not reimbursed by the applicable Borrower on the date made, or
of any reimbursement payment required to be refunded to any Borrower for any
reason.  Each Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this paragraph
in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit  14 
   or the occurrence and continuance of a
Default or reduction or termination of the Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction
whatsoever.  Each Lender further
acknowledges and agrees that its participation in each Letter of Credit will be
automatically adjusted to reflect such Lenders Ratable Share of the Available
Amount of such Letter of Credit at each time such Lenders Commitment may be
reduced pursuant to Section 2.4, Section 2.9 or Section 2.20 or
increased pursuant to Section 2.20 or otherwise amended pursuant to this
Agreement.  (f)Drawing
and Reimbursement.  The payment by
an Issuing Bank of a draft drawn under any Letter of Credit shall constitute
for all purposes of this Agreement the making by any such Issuing Bank of a
Committed Advance, which shall be a Base Rate Advance in the amount of such
draft .  Each Issuing Bank shall give
prompt notice (and such Issuing Bank will use its commercially reasonable
efforts to deliver such notice within one Business Day) of each drawing under
any Letter of Credit issued by it to the Company, the applicable Borrower (if
not the Company) and the Agent.  Upon
written demand by such Issuing Bank made to the Agent, with a copy of such
demand to the Company, and the Agents prompt notice thereof to each Lender, each
Lender shall pay to the Agent such Lenders Ratable Share of such outstanding
Committed Advance, by making available for the account of its Applicable
Lending Office to the Agent for the account of such Issuing Bank, by deposit to
the Agents Account, in same day funds, an amount equal to the portion of the
outstanding principal amount of such Advance to be funded by such Lender.  Each Lender acknowledges and agrees that its
obligation to make Committed Advances pursuant to this paragraph in respect of
Letters of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including any amendment, renewal or extension of
any Letter of Credit or the occurrence and continuance of a Default or
reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction
whatsoever.  Promptly after receipt
thereof, the Agent shall transfer such funds to such Issuing Bank.  Each Lender agrees to fund its Ratable Share
of an outstanding Committed Advance on  (i)the
Business Day on which demand therefor is made by such Issuing Bank, provided
that notice of such demand is given not later than 11:00 A.M.
(New York City time) on such Business Day, or  (ii)the
first Business Day next succeeding such demand if notice of such demand is
given after such time.  If and to the
extent that any Lender shall not have so made the amount of such Committed
Advance available to the Agent, such Lender agrees to pay to the Agent forthwith
on demand such amount together with interest thereon, for each day from the
date of demand by any such Issuing Bank until the date such amount is paid to
the Agent, at the Federal Funds Rate for its account or the account of such
Issuing Bank, as applicable.  If such
Lender shall pay to the Agent such amount for the account of any such Issuing
Bank on any Business Day, such amount so paid in respect of principal shall
constitute a Committed Advance made by such Lender on such Business Day for
purposes of this Agreement, and the outstanding principal amount of the
Committed Advance made by such Issuing Bank shall be reduced by such amount on
such Business Day.  15 
   (g)Letter
of Credit Reports.  Each Issuing
Bank shall furnish  (i)to
the Agent (with a copy to the Company) on the first Business Day of each month
a written report summarizing issuance and expiration dates of Letters of Credit
during the preceding month and drawings during such month under all Letters of
Credit and  (ii)to
the Agent (with a copy to the Company) on the first Business Day of each
calendar quarter a written report setting forth the average daily aggregate
Available Amount during the preceding calendar quarter of all Letters of Credit.  (h)Failure
to Make Advances.  The failure of
any Lender to make the Committed Advance to be made by it on the date specified
in Section 2.3(e) shall not relieve any other Lender of its obligation
hereunder to make its Committed Advance on such date, 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 such date.  2.4Repayment.  (a)Committed Advances. 
The Borrowers shall repay to the Agent for the ratable accounts of the
Lenders on the Termination Date the unpaid principal amount of the Committed
Advances then outstanding.  (b)Letter
of Credit Reimbursements.  The
obligation of any Borrower under this Agreement, any Letter of Credit Agreement
and any other agreement or instrument, in each case, to repay any Committed
Advance that results from payment of a drawing under a Letter of Credit shall
be unconditional and irrevocable, and shall be paid strictly in accordance with
the terms of this Agreement, such Letter of Credit Agreement and such other
agreement or instrument under all circumstances, including, without limitation,
the following circumstances (it being understood that any such payment by a
Borrower is without prejudice to, and does not constitute a waiver of, any
rights such Borrower might have or might acquire as a result of the payment by
any Lender of any draft or the reimbursement by the Borrower thereof):  (i)any
lack of validity or enforceability of this Agreement, any Note, any Letter of
Credit Agreement, any Letter of Credit or any other agreement or instrument
relating thereto (all of the foregoing being, collectively, the L/C Related Documents);  (ii)any
change in the time, manner or place of payment of any Letter of Credit;  (iii)the
existence of any claim, defense or other right that any Borrower may have at
any time against any beneficiary or any transferee of a Letter of Credit (or
any Persons for which any such beneficiary or any such transferee may be
acting), any Issuing Bank, the Agent, any Lender or any other Person, whether
in connection with the transactions contemplated by the L/C Related Documents
or any unrelated transaction;  (iv)any
statement or any other document presented under a Letter of Credit proving to
be forged, fraudulent or invalid in any respect or any statement therein being
untrue or inaccurate in any respect;  (v)payment
by any Issuing Bank under a Letter of Credit against presentation of a draft or
certificate that does not comply with the terms of such Letter of Credit;  16 
   (vi)any
exchange, release or non-perfection of any collateral, or any release or
amendment or waiver of or consent to departure from any guarantee, for all or
any of the obligations of any Borrower in respect of the L/C Related Documents;
or  (vii)any
other circumstance or happening whatsoever, whether or not similar to any of
the foregoing that might, but for the provisions of this Section, constitute a
legal or equitable discharge of the Borrowers obligations hereunder.  2.5Interest 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 the Termination 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 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.  2.6Bid 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 plus the Available Amount
of the Letters of Credit then outstanding shall not exceed the aggregate amount
of the Commitments of the Lenders.  As
provided in the definition of Unused Commitment, 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.  17 
   (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.  (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 2.6(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;  18 
   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 2.6(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 2.6(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 2.6(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 2.6(c)) to be made by each Lender as part of such Bid Borrowing,
and reject any remaining offers made by Lenders pursuant to Section 2.6(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 2.6(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 2.6(d)(ii), the Agent shall in turn
promptly  (i)notify
each Lender that has made an offer as described in Section 2.6(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 2.6(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  19 
   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 and tenor of the Bid
Borrowing.  (f)If
the Borrower proposing such Bid Borrowing notifies the Agent pursuant to
Section 2.6(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 2.6(a), following the making of each Bid
Borrowing, the aggregate amount of the Advances then outstanding plus the
Available Amount of the Letters of Credit then outstanding shall not exceed the
aggregate amount of the Commitments of the Lenders.  Within the limits and on the conditions set forth in this
Section 2.6, the Borrowers may from time to time borrow under this
Section 2.6, repay pursuant to Section 2.6(g), and reborrow under
this Section 2.6, 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.  (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 2.6(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 2.11, 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  20 
   Advance, which Bid Note shall be returned to
the Borrower upon payment in full of such Bid Advance.  2.7Lender 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.  2.8Fees and Commissions.  (a)Facility
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 Facility Fee 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 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 payment in respect of the
Facility Fee was made (in the case of the payment made on the Termination
Date).  (b)Letter
of Credit Commissions.  (i)Each
Borrower shall pay to the Agent for the account of each Lender a commission on
such Lenders Ratable Share of the average daily aggregate Available Amount of
all Performance Letters of Credit and all Financial Letters of Credit issued at
the request of such Borrower and outstanding from time to time at a rate per
annum equal to the Applicable Letter of Credit Commission in effect from time
to time during such calendar quarter, payable in arrears quarterly each
January 1, April 1, July 1 and October 1 during the term of
this Agreement, and on and after the Termination Date, payable upon demand.  21 
   (ii)Each
Borrower shall pay to each Issuing Bank for its own account such reasonable
fees as may from time to time be agreed in writing between TBC and such Issuing
Bank.  2.9Reduction of the Commitments.  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 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.  2.10Additional 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.  2.11Eurodollar 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 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.  22 
   (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.  2.12Voluntary Conversion of Committed Advances.  Subject to the provisions of Sections 2.11
and 2.16, 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.  2.13Prepayments.  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 2.16 or 2.20), 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 2.13.  (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  23 
   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 2.20 or 2.21 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 2.13(c).  2.14Increases 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 2.10) 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 or agreeing to issue or
of issuing or maintaining or participating in Letters of Credit (excluding for
purposes of this Section 2.14 any such increased costs resulting from (i)
Taxes or Other Taxes (as to which Section 2.15 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  24 
   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 2.14(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 to lend or
to issue or participate in Letters of Credit hereunder and other commitments of
such type or the issuance or participation in the Letters of Credit (or similar
contingent obligations), 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 to lend or to issue or participate in Letters of Credit hereunder or
to the issuance or maintenance of or participation in any Letters of Credit, 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 2.14 or Section 2.15 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, commissions 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.  25 
   2.15Taxes.  (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 2.17, 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 2.15) 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 2.15,
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  26 
   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 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 2.15(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 2.15(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 2.15(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 2.15(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.  2.16Illegality.  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  27 
   (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.  2.17Payments 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, fees or commissions ratably (other than
amounts payable pursuant to Section 2.6, 2.10, 2.14, 2.15, 2.16 or 2.20)
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 2.21, 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, Fees and Commissions. 
All computations of interest based on the Base Rate 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 and Letter of
Credit commissions shall be made by the Agent, and all computations of interest
pursuant to Section 2.10 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, fees or commissions are payable. 
Each determination by the Agent (or, in the case of Section 2.10,
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; 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  28 
   such Lender until the date such Lender repays
such amount to the Agent, at the Federal Funds Rate.  2.18Sharing 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 2.10, 2.14,
2.15, 2.16 or 2.20), 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
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 2.18 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.  2.19Evidence 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 2.21(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 2.21,  (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.  29 
   (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.  2.20Alteration of Commitments and Addition of Lenders.  (a)Alter
Lender Commitment.  By a written
agreement executed only by TBC, the Agent, each Issuing Bank 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 $1,500,000,000 or, pursuant to Section 2.20(c),
$2,000,000,000.  (c)Increase
Total Commitment.  The Company has
the right, once a year, 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
$2,000,000,000, provided that, in addition to therequirements
specified in Section 2.20(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 and each Issuing Bank, providedthat the minimum commitment of each such
institution equals or exceeds $50,000,000.  30 
   (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 2.20 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 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.  2.21Assignments; 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, its participations in Letters of Credit 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, its participations in
Letters of Credit 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)  31 
   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
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 2.13(b), 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 2.21(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 2.14, 2.15, 2.20 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, its participations in Letters of Credit 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  32 
   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 2.21(a), (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, its participations in Letters of Credit
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 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 2.21, 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  33 
   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.  2.22Subsidiary 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.  (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  34 
   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 any other Loan Document, 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 other Loan Documents, if any.  No
Subsidiary Borrower shall be liable for the obligations of any other Borrower
under this 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 and
commissions, 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  3.1Representations
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 other
Loan Documents 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.  35 
   (c)Enforceability.  This Agreement and the other Loan Documents,
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 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.  36 
   ARTICLE 4
Covenants of TBC  4.1Affirmative 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 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  37 
   (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.  (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.  4.2General 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;  38 
   (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 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.  39 
   (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.  4.3Financial StatementTerms. 
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 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.  4.4Waivers 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 and Issuances  5.1Conditions Precedent to the Initial Borrowing or
Initial Issuance of TBC.  The obligation of each Lender to make its
initial Advance to TBC and of each Issuing Bank to issue a Letter of Credit for
the account of TBC are subject to receipt by the Agent on or before the day of
the initial Borrowing or initial issuance 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  40 
   this Agreement, to the other Loan Documents, 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 E 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, counsel for the Agent, substantially in the form of
Exhibit F;  (e)Termination of
1997 Agreement.  TBC shall have
terminated in whole the commitments of the banks parties to the 1997 Credit
Agreement;  (f)Satisfaction of
1997 Agreement Obligations.  TBC and
its Subsidiaries shall have satisfied all of their respective obligations under
the 1997 Credit Agreement including, without limitation, the payment of all
fees under such agreement;  (g)Termination of 2000
Agreement.  TBC shall have
terminated in whole the commitments of the banks parties to the 2000 Credit
Agreement; and  (h)Satisfaction of
2000 Agreement Obligations.  TBC and
its Subsidiaries shall have satisfied all of their respective obligations under
the 2000 Credit Agreement including, without limitation, the payment of all
fees under such agreement.  5.2Conditions Precedent to Each Committed Borrowing and
Each Issuance of TBC.  The obligation of each Lender to make a
Committed Advance on the occasion of each Committed Borrowing (including the
initial Borrowing) and the obligation of each Issuing Bank to issue a Letter of
Credit (including the initial issuance) are subject to the further conditions
precedent that on the date of the request for a Committed Borrowing, date of
the requested issuance and on the date of such Borrowing or issuance, the
following statements shall be true, and both the giving of the applicable
Notice of Committed Borrowing, Notice of Issuance and the acceptance by TBC of
the proceeds of such Committed Borrowing or such Letter of Credit 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 or issuance, which constitutes a Default.  41 
   5.3Conditions 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 2.6;  (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.  5.4Conditions Precedent to the Initial Borrowing and
Issuance of a Subsidiary Borrower. 
The obligation of each Lender to make its initial Advance to any
particular Subsidiary Borrower and of each Issuing Bank to issue a Letter of
Credit for the account of such Subsidiary Borrower are subject to the receipt
by the Agent, on or before the day of the initial Borrowing or initial issuance
by such Subsidiary Borrower, of all of the following, each dated on or prior to
the day of the initial Borrowing or issuance, 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  42 
   governmental approvals, if any, with respect to this Agreement and any
other Loan Documents;  (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 G and as to such other matters as the Agent may reasonably
request;  (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 H, 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 I and as to such
other matters as the Agent may reasonably request.  5.5Conditions Precedent to Each Committed Borrowing or
Issuance 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) and the obligation of each Issuing Bank to issue a Letter of
Credit for the account of such Subsidiary Borrower (including the initial
issuance) are subject to the further conditions precedent that on the date of
the request for such Committed Borrowing, date of the requested issuance and
the date of such Borrowing or issuance, the following statements shall be true,
and each of the giving of the applicable Notice of Committed Borrowing, Notice
of Issuance and the acceptance by such Subsidiary Borrower of the proceeds of
such Committed Borrowing or such Letter of Credit 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 or issuance, before and after giving effect to
such Borrowing or issuance; and  (ii)as
of each such date no event has occurred and is continuing, or would result from
the proposed Committed Borrowing or issuance, 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 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 or issuance, which
constitutes a Default.  43 
   5.6Conditions 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 2.6;  (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.  44 
   ARTICLE 6
Events of Default  6.1Events 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;  45 
   (f)The
happening of any of the following events, provided such event has not then been
cured or stayed:  (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.  6.2Lenders 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 (other than Advances by an
Issuing Bank or a Lender pursuant to Section 2.3(f)) and of the Issuing
Banks to issue Letters of Credit 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 (other than Advances by an Issuing Bank or a Lender pursuant to
Section 2.3(f)) and of the Issuing Banks to issue Letters of Credit 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.  6.3Actions in Respect of the Letters of Credit upon Borrower Default.  If any Event of Default shall have occurred and be continuing,
the Agent may with the consent, or shall at the request, of the Majority
Lenders, irrespective of whether it is taking any of the actions described in
Section 6.2 or otherwise, make demand upon TBC to, and forthwith upon such
demand TBC will  (a)pay to the Agent on
behalf of the Lenders in same day funds at the Agents office designated in
such demand, for deposit in the L/C Cash Deposit Account, an amount equal to
the aggregate Available Amount of all Letters of Credit then outstanding or  46 
   (b)make such other
reasonable arrangements in respect of the outstanding Letters of Credit as
shall be acceptable to the Required Lenders, 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), the obligation of TBC to
pay to the Agent on behalf of the Lenders in same day funds, for deposit in the
L/C Cash Deposit Account, an amount equal to the aggregate Available Amount of
all Letters of Credit then outstanding shall automatically become and be due
and payable, without presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived by the Borrowers.  If at any time the Agent reasonably determines that any funds
held in the L/C Cash Deposit Account are subject to any right or interest of any
Person other than the Agent and the Lenders or that the total amount of such
funds is less than the aggregate Available Amount of all Letters of Credit, the
Borrowers will, forthwith upon demand by the Agent, pay to the Agent, as
additional funds to be deposited and held in the L/C Cash Deposit Account, an
amount equal to the excess of (a) such aggregate Available Amount over (b) the
total amount of funds, if any, then held in the L/C Cash Deposit Account that
are free and clear of any such right and interest.  Upon the drawing of any Letter of Credit, to the extent funds are
on deposit in the L/C Cash Deposit Account, such funds shall be applied to
reimburse the Issuing Banks to the extent permitted by applicable law, and if
so applied, then such reimbursement shall be deemed a repayment of the
corresponding Advance in respect of such Letter of Credit.  After all such Letters of Credit shall have
expired or been fully drawn upon and all other obligations of the Borrowers
hereunder and under the Notes shall have been paid in full, the balance, if
any, in such L/C Cash Deposit Account shall be promptly returned to TBC.  ARTICLE 7
The Agent  7.1Authorization and Action. 
Each Lender (in its capacities as a Lender and Issuing Bank, as
applicable) 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.  7.2Agent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:  47 
   (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 2.21;  (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, or the perfection or
priority of any lien or security interest created or purported to be created
under or in connection with, 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.  7.3Citibank, 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.  7.4Lender 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.  7.5Indemnification.  (a)Each Lender agrees to
indemnify the Agent (to the extent not reimbursed by TBC or any other
Borrower), from and against its Ratable Share of any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of  48 
   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.  (b)Each Lender severally
agrees to indemnify the Issuing Banks (to the extent not promptly reimbursed by
TBC) from and against such Lenders Ratable Share of 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 any Issuing Bank in any way relating to or
arising out of this Agreement or any action taken or omitted by such Issuing Bank hereunder or in connection herewith; provided,
that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Issuing Banks gross negligence
or willful misconduct.  Without
limitation of the foregoing, each Lender agrees to reimburse any such Issuing
Bank promptly upon demand for its Ratable Share of any out-of-pocket expenses
(including counsel fees) payable by TBC under Section 8.3, to the extent
that such Issuing Bank is not promptly reimbursed for such costs and expenses
by TBC.  (c)The failure of any
Lender to reimburse the Agent or any Issuing Bank promptly upon demand for its
Ratable Share of any amount required to be paid by the Lenders to the Agent as
provided herein shall not relieve any other Lender of its obligation hereunder
to reimburse the Agent or any Issuing Bank for its Ratable Share of such
amount, but no Lender shall be responsible for the failure of any other Lender
to reimburse the Agent or any Issuing Bank for such other Lenders Ratable
Share of such amount.  Without prejudice
to the survival of any other agreement of any Lender hereunder, the agreement
and obligations of each Lender contained in this Section 7.5 shall survive
the payment in full of principal, interest and all other amounts payable
hereunder and under the Notes.  Each of
the Agent and each Issuing Bank agrees to return to the Lenders their
respective Ratable Shares of any amounts paid under this Section 7.5 that
are subsequently reimbursed by TBC or any 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.  7.6Successor 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  49 
   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.  7.7Certain 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.  7.8Other 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.  ARTICLE 8  Miscellaneous  8.1Modification, 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 2.20, 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,
commissions or other amounts payable hereunder,  (iv)postpone
any date fixed for any payment of principal of, or interest on, the Committed
Advances or any fees, commissions or other amounts payable hereunder,  50 
   (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 and no amendment, waiver or consent shall, unless in writing and signed by
the Issuing Banks in addition to the Lenders required above to take such
action, adversely affect the rights or obligations of the Issuing Banks in
their capacities as such under this Agreement.  (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.  8.2Notices.  (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;  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  51 
   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 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.  8.3Costs, 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  52 
   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 2.14, 2.15 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.  (d)  8.4Binding 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.  8.5Severability.  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.  8.6Governing 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.  8.7Headings.  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.  53 
   8.8Execution 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.  8.9Right 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 6.1 to authorize the Agent to declare any Advances due and payable
pursuant to the provisions of Section 6.1,  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.  8.10Confidentiality.  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 2.21(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.  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.  8.11Agreement 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.  54 
   8.12No Liability
of the Issuing Banks.  None
of the Agent, the Lenders nor any Issuing Bank, nor any of their Affiliates, or
the respective directors, officers, employees, agents and advisors of such
Person or such Affiliate, shall have any liability or responsibility by reason
of or in connection with the issuance or transfer of any Letter of Credit or
any payment or failure to make any payment thereunder, or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of
the applicable Issuing Bank; provided that the foregoing shall not be
construed to excuse any Issuing Bank from liability to the applicable Borrower
to the extent of any direct damages (as opposed to consequential damages,
claims in respect of which are hereby waived by the Borrowers to the extent
permitted by applicable law) suffered by such Borrower that are caused by such
Issuing Banks failure to exercise care when determining whether drafts and
other documents presented under a Letter of Credit comply with the terms
thereof or any failure to honor a Letter of Credit where such Issuing Bank is,
under applicable law, required to honor it. 
The parties
hereto expressly agree that, as long as
the Issuing Bank has not acted with
gross negligence or willful misconduct, such Issuing Bank shall be deemed to
have exercised care in each such determination.  In furtherance of the foregoing and without limiting the
generality thereof, the parties agree that, with respect to documents presented
which appear on their face to be in compliance with the terms of a Letter of
Credit, an Issuing Bank may, in its sole discretion, either accept and make
payment upon such documents without responsibility for further investigation or
refuse to accept and make payment upon such documents if such documents are not
in strict compliance with the terms of such Letter of Credit.  55 
   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 COMPANYByTitle: Assistant
  TreasurerCITIBANK, N.A., Individually andas AgentByName:Title:Syndication AgentJPMORGAN CHASE BANKByName:Title:Documentation AgentsBANK OF AMERICA, N.A.ByName:Title:BANK ONE, NAByName:Title:DEUTSCHE BANK AG NEW
  YORK BRANCHByName:Title:ByName:Title:  
    WACHOVIA BANK, NATIONAL
  ASSOCIATIONByName:Title:THE BANK OF
  TOKYO-MITSUBISHI, LTD.ByName:Title:SUMITOMO MITSUI BANKING
  CORPORATIONByName:Title:Senior Managing AgentsBARCLAYS BANK PLCByName:Title:CREDIT
  SUISSE FIRST BOSTON, acting through its
  CAYMAN ISLANDS BRANCHByName:Title:MERRILL LYNCH BANK USAByName:Title:MIZUHO CORPORATE BANK,
  LTD.ByName:Title:MORGAN STANLEY BANKByName:Title:  2 
   WILLIAM
  STREET COMMITMENT
  CORPORATION (Recourse only to assets of
  William Street Commitment Corporation)ByName:Title:BNP PARIBASByName:Title:ByName:Title:CREDIT LYONNAIS NEW
  YORK BRANCHByName:Title:THE ROYAL BANK OF
  SCOTLAND PLCByName:Title:UBS LOAN FINANCE LLCByName:Title:ByName:Title:BAYERISCHE
  LANDESBANK, CAYMAN ISLAND
  BRANCHByName:Title:ByName:Title:  3 
   Managing AgentsPNC BANK, NATIONAL
  ASSOCIATIONByName:Title:STANDARD CHARTERED BANKByName:Title:ByName:Title:Co-AgentsABN AMRO BANK, N.V.ByName:Title:BANCO BILBAO VIZCAYA
  ARGENTARIAByName:Title:LLOYDS TSB BANK PLCByName:Title:THE NORTHERN TRUST
  COMPANYByName:Title:SOCIETE GENERALEByName:Title:  4 
    U.S. BANK NATIONAL
  ASSOCIATIONByName:Title:WESTPAC BANKING
  CORPORATIONByName:Title:AUSTRALIA
  AND NEW ZEALAND BANKING
  GROUP LIMITEDByName:Title:KEYBANK NATIONAL
  ASSOCIATIONByName:Title:LendersBMO NESBITT BURNS
  FINANCING, INC.ByName:Title:KBC  BANK, N.V.ByName:Title:SANPAOLO IMI S.P.A.ByName:Title:  5 
   SCHEDULE I  APPLICABLE LENDING
OFFICES  Name of Initial Lender
  
  Commitment
  
  Domestic
  Lending Office
  
  Eurodollar
  Lending OfficeABN Amro Bank, N.V.
  
  $
  18,750,000
  
  208 South LaSalle
  Suite 1500
  Chicago, IL  60604
  Attn:  Dominic Blea
  T:  312 992-5176
  F:  312 992-5111
  
  208 South LaSalleSuite 1500
  Chicago, IL  60604
  Attn:  Dominic Blea
  T:  312 992-5176F:  312 992-5111Australia and New
  Zealand Banking Group Limited
  
  $
  13,125,000
  
  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:  212 556-4839Banco Bilbao Vizcaya
  Argerntaria
  
  $
  18,750,000
  
  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:  212 333-2904Bank One, NA
  
  $
  75,000,000
  
  One Bank One PlazaChicago, IL  60670
  Attn:  Abby TanT:  312 385-7077
  F:  312 385-7103
  
  One Bank One PlazaChicago, IL  60670
  Attn:  Abby TanT:  312 385-7077
  F:  312 385-7103Bank of America, N.A.
  
  $
  93,750,000
  
  1850 Gateway Blvd.
  CA4-707-05-11Concord, CA  94520
  Attn:  Vilma TangT:  925 675-7336
  F:  925 969-2865
  
  1850 Gateway Blvd.CA4-707-05-11Concord, CA  94520Attn:  Vilma Tang
  T:  925 675-7336
  F:  925 969-2865The Bank of
  Tokyo-Mitsubishi, Ltd.
  
  $
  75,000,000
  
  900 Fourth Avenue
  Suite 4000
  Seattle, WA  98164Attn:  Ellen YusonT:  213 488-3796
  F:  213 613-1136
  
  900 Fourth Avenue
  Suite 4000
  Seattle, WA  98164Attn:  Ellen YusonT:  213 488-3796
  F:  213 613-1136Barclays Bank PLC
  
  $
  56,250,000
  
  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
  
  $
  37,500,000
  
  560 Lexington Avenue
  New York, NY  10022Attn:  James Fox
  T:  212 310-9986F:  212 310-9868
  
  560 Lexington Avenue
  New York, NY  10022Attn:  James Fox
  T:  212 310-9986
  F:  212 310-9868BMO Nesbitt Burns
  Financing, Inc.
  
  $
  9,375,000
  
  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:  312 750-6061BNP Paribas
  
  $
  46,875,000
  
  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:  312 977-1380Citibank, N.A.
  
  $
  123,750,000
  
  388 Greenwich Street
  New York, NY  10013Attn:  Philippa Portnoy
  T:  212 559-5812F:  212 793-1246
  
  388 Greenwich Street
  New York, NY  10013Attn:  Philippa Portnoy
  T:  212 559-5812F:  212 793-1246Credit Lyonnais New
  York Branch
  
  $
  46,875,000
  
  1301 Avenue of the
  Americas
  New York, NY  10019Attn:  Bertrand Cousin
  T:  212 261-7363F:  212 261-7368
  
  1301 Avenue of the
  Americas
  New York, NY  10019Attn:  Bertrand Cousin
  T:  212 261-7363F:  212 261-7368Credit Suisse First
  Boston Cayman Islands Branch
  
  $
  56,250,000
  
  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:  212 325-8319Deutsche Bank AG New
  York Branch
  
  $
  75,000,000
  
  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:  213 620-8293JPMorgan Chase Bank
  
  $
  123,750,000
  
  270 Park Avenue
  New York, NY  10017Attn:  Matt Massie
  T:  212 270-5432F:  212 270-5100
  
  270 Park Avenue
  New York, NY  10017Attn:  Matt MassieT:  212 270-5432
  F:  212 270-5100KBC Bank, N.V.
  
  $
  9,375,000
  
  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  7 
   Keybank National
  Association
  
  $
  13,125,000
  
  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:  216 689-4981Lloyds TSB Bank Plc
  
  $
  18,750,000
  
  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:  212 930-5098Merrill Lynch Bank USA
  
  $
  56,250,000
  
  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:  801 531-7470Mizuho Corporate Bank,
  Ltd.
  
  $
  56,250,000
  
  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:  201 626-9944Morgan Stanley Bank
  
  $
  56,250,000
  
  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:  212 762-0346The Northern Trust
  Company
  
  $
  18,750,000
  
  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:  312 630-1566PNC Bank, National
  Association
  
  $
  31,875,000
  
  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) 762-6484Royal Bank of Scotland
  
  $
  37,500,000
  
  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  8 
   SANPAOLO IMI S.p.a.
  
  $
  9,375,000
  
  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:  212 692-3178Societe Generale
  
  $
  18,750,000
  
  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:  214 754-0171Standard Chartered Bank
  
  $
  22,500,000
  
  One Evertrust Plaza
  Jersey City, NJ 07302Attn:  Victoria Faltine
  T:  201 633-3454F:  201 536-04478
  
  One Evertrust Plaza
  Jersey City, NJ 07302Attn:  Victoria Faltine
  T:  201 633-3454F:  201 536-04478Sumitomo Mitsui Banking
  Corporation
  
  $
  75,000,000
  
  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:  212 224-5197UBS Loan Finance LLC
  
  $
  37,500,000
  
  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:  203 719-3888U.S. Bank National
  Association
  
  $
  18,750,000
  
  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:  206 344-3654Wachovia Bank, National
  Association
  
  $
  75,000,000
  
  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:  404 332-4136Westpac Banking
  Corporation
  
  $
  18,750,000
  
  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 44 207 621-7608William Street
  Commitment Corporation
  
  $
  56,250,000
  
  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:  212 357-6240Total of Commitments:
  
  $
  1,500,000,000  9 
   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 Termination Date (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 Five-Year 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.  10 
   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]ByTitle:  11 
   ADVANCES AND
PAYMENTS OF PRINCIPAL   Date
  
  Amount of
  Advance
  
  Maturity
  Date
  
  Amount of
  Principal
  Paid or Prepaid
  
  Unpaid
  Principal
  Balance
  
  Notation
  Made by  12 
   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 Five-Year 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]ByTitle:  
   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 Five-Year 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 Borrowingis
[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 theProposed 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]*[ByTitle:]THE BOEING COMPANYByTitle:   
 *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 Five-Year 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 2.6(a)(i) 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 2.6(e) of the Credit Agreement.  Very truly yours,[[NAME OF BORROWER]ByTitle:]*THE BOEING COMPANYByTitle:  
 *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 2.20 of the Five-Year 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 2.20:  [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 2.20
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.  2 
    Very truly yours,THE BOEING COMPANYBy:Title:We hereby consent to
  the foregoing.[Name of Affected
  Lender]ByTitle:[We hereby consent to
  the foregoing.[Name of affected
  prospective lender]ByTitle:CITIBANK, N.A. as AgentByTitle:[We hereby consent to
  the foregoing.[If Majority Lender
  consent is required.]][Name of Lender]ByTitle:  3 
   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
Five-Year 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, 1999 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.  Very truly yours,THE BOEING COMPANYByName:Title:  2 
   [SUBSIDIARY BORROWER]ByName:Title:  3 
   EXHIBIT E  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 Five-Year 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.  2 
   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 
   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 F  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 Five-Year 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 willful or 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 G  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 Five-Year 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  2 
   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 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 H  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 Five-Year 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.  2.1TBC
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.  2.2TBC
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;  (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 2.10 and 2.15 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 guarantor that arise from the existence, payment,
performance or enforcement of the Guaranteed  3 
   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.  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.  4 
   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 COMPANYBy:Its:  5 
   EXHIBIT I  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 Five-Year 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,   2