EXHIBIT 10.1

                               THE BOEING COMPANY


                                     364-DAY
                                CREDIT AGREEMENT


                                      among

                               THE BOEING COMPANY
                  for itself and on behalf of its Subsidiaries,
                                  as a Borrower

                            THE LENDERS PARTY HERETO

                                 CITIBANK, N.A.,
                             as Administrative Agent

                              JPMORGAN CHASE BANK,
                              as Syndication Agent

                                       and

                            SALOMON SMITH BARNEY INC.
                                       and
                           JPMORGAN SECURITIES, INC.,
                 as Joint Lead Arrangers and Joint Book Managers
                          dated as of November 23, 2001








<PAGE>



                                TABLE OF CONTENTS


Article and Section                                                        Page

Article 1 Definitions

 1.1   Definitions............................................................4
 1.2   Use of Defined Terms; References......................................13
 1.3   Accounting Terms......................................................13

Article 2 Amounts and Terms of the Advances

 2.1   Committed Advances....................................................13
 2.2   Making Committed Advances.............................................13
 2.3   Conversion to Term Loans, Repayment...................................15
 2.4   Interest Rate on Committed Advances...................................15
 2.5   Bid Advances..........................................................16
 2.6   Lender Assignment or Sale.............................................19
 2.7   Fees19
 2.8   Reduction of the Commitments..........................................20
 2.9   Additional Interest on Eurodollar Rate Committed Advances.............20
 2.10  Eurodollar Interest Rate Determination................................20
 2.11  Voluntary Conversion of Committed Advances............................21
 2.12  Prepayments...........................................................21
 2.13  Increases in Costs....................................................22
 2.14  Taxes.................................................................23
 2.15  Illegality............................................................25
 2.16  Payments and Computations.............................................26
 2.17  Sharing of Payments, Etc..............................................26
 2.18  Evidence of Debt......................................................27
 2.19  Alteration of Commitments and Addition of Lenders.....................27
 2.20  Assignments; Sales of Participations and Other Interests in Advances..29
 2.21  Extension of Termination Date.........................................31
 2.22  Subsidiary Borrowers..................................................32

Article 3 Representations and Warranties

 3.1   Representations and Warranties by the Borrowers.......................34

Article 4 Covenants of TBC

 4.1   Affirmative Covenants of TBC..........................................35
 4.2   General Negative Covenants of TBC.....................................36
 4.3   Financial Statement Terms.............................................38
 4.4   Waivers of Covenants..................................................38

Article 5 Conditions Precedent to Borrowings

 5.1   Conditions Precedent to the Initial Borrowing of TBC..................38
 5.2   Conditions Precedent to Each Committed Borrowing of TBC...............39
 5.3   Conditions Precedent to Each Bid Borrowing of TBC.....................39
 5.4   Conditions Precedent to the Initial Borrowing of a Subsidiary
       Borrower..............................................................40
 5.5   Conditions Precedent to Each Committed Borrowing of a Subsidiary
       Borrower..............................................................41
 5.6   Conditions Precedent to Each Bid Borrowing of a Subsidiary Borrower...41

Article 6 Events of Default

 6.1   Events of Default.....................................................42
 6.2   Lenders' Rights upon Borrower Default.................................43

Article 7 The Agent

 7.1   Authorization and Action..............................................44
 7.2   Agent's Reliance, Etc.................................................44
 7.3   Citibank, N.A. and its Affiliates.....................................45
 7.4   Lender Credit Decision................................................45
 7.5   Indemnification.......................................................45
 7.6   Successor Agent.......................................................46
 7.7   Certain Obligations May Be Performed by Affiliates....................46

Article 8 Miscellaneous

 8.1   Modification, Consents and Waivers....................................46
 8.2   Notices...............................................................47
 8.3   Costs, Expenses and Taxes.............................................48
 8.4   Binding Effect........................................................48
 8.5   Severability..........................................................48
 8.6   Governing Law.........................................................49
 8.7   Headings..............................................................49
 8.8   Execution in Counterparts.............................................49
 8.9   Right of Set-Off......................................................49
 8.10  Confidentiality.......................................................49
 8.11  Agreement in Effect...................................................49

   Exhibit A-1    -    Committed Note
   Exhibit A-2    -    Bid Note
   Exhibit B-1    -    Notice of Committed Borrowing
   Exhibit B-2    -    Notice of Bid Borrowing
   Exhibit C      -    Request for Alteration
   Exhibit D      -    Borrower Subsidiary Letter
   Exhibit E      -    Extension Request
   Exhibit F      -    Continuation Notice
   Exhibit G      -    Opinion of Counsel of the Company
   Exhibit H      -    Opinion of Counsel for Agent
   Exhibit I      -    Opinion of in-house counsel to Subsidiary Borrower
   Exhibit J      -    Guaranty of TBC
   Exhibit K      -    Opinion of Counsel to TBC

   Schedule I     -    Commitments



<PAGE>



                                CREDIT AGREEMENT

                          Dated as of November 23, 2001

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), SALOMON SMITH BARNEY INC. and JPMORGAN SECURITIES INC., as joint lead
arrangers and joint book managers, JPMORGAN CHASE BANK, as syndication agent,
and CITIBANK, N.A., in its capacity as administrative agent for the Lenders (in
such capacity, the "Agent"), agree as follows:

                                   Article 1

                                  Definitions

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

"2000 Credit Agreement" means the Bank Credit Agreement, dated as of
         September 27, 2000, as amended and restated as of September 24, 2001,
         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:  Mr. Brian
         Maxwell.

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

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

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

"Applicable Margin" means,

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

        (ii)     with respect to Eurodollar Rate Advances for any date, a
                 fluctuating per annum rate equal to the then-applicable rate
                 set forth in the pricing grid below, depending upon the rating
                 of the long-term senior unsecured debt of TBC then in effect:
<TABLE>
<CAPTION>
         --------------- ------------------------------------------------ --------------------- ---------------------
             Level           Public Debt Rating: S&P and Moody's           Applicable Margin     Applicable Margin
                                                                              Through the            After the
                                                                            Termination Date      Termination Date
         --------------- ------------------------------------------------ --------------------- ---------------------
         <S>             <C>                                                     <C>                   <C>
         Level I         A+ by S&P or A1 by Moody's or above                     0.110%                0.250%
         --------------- ------------------------------------------------ --------------------- ---------------------
         Level II        less than Level I                                       0.240%                0.400%
                         but at least A by S&P or A2 by Moody's
         --------------- ------------------------------------------------ --------------------- ---------------------
         Level III       less than Level II                                      0.280%                0.500%
                         but at least A- by S&P or A3 by Moody's
         --------------- ------------------------------------------------ --------------------- ---------------------
         Level IV        less than Level III                                     0.350%                0.675%
                         but at least BBB+ by S&P or Baa1 by Moody'S
         --------------- ------------------------------------------------ --------------------- ---------------------
         Level V         less than Level IV                                      0.475%                0.875%
         --------------- ------------------------------------------------ --------------------- ---------------------
</TABLE>

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

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

         provided further that in the event and during the continuance of an
         Event of Default, 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.

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

         ----------------- ----------------------------------------------------------- --------------------------
               Level                  Public Debt Rating: S&P and Moody's                Applicable Percentage
         ----------------- ----------------------------------------------------------- --------------------------
         <S>               <C>                                                                  <C>
         Level I           A+ by S&P or A1 by Moody's or above                                  0.040%
         ----------------- ----------------------------------------------------------- --------------------------
         Level II          less than Level I                                                    0.060%
                           but at least A by S&P or A2 by Moody's
         ----------------- ----------------------------------------------------------- --------------------------
         Level III         less than Level II                                                   0.070%
                           but at least A- by S&P or A3 by Moody's
         ----------------- ----------------------------------------------------------- --------------------------
         Level IV          less than Level III                                                  0.100%
                           but at least BBB+ by S&P or Baa1 by Moody's
         ----------------- ----------------------------------------------------------- --------------------------
         Level V           less than Level IV                                                   0.125%
         ----------------- ----------------------------------------------------------- --------------------------
</TABLE>

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

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

"Applicable Utilization Fee" means, for any date that the aggregate 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:
<TABLE>
<CAPTION>

         ----------------- ----------------------------------------------------------- --------------------------
              Level             Public Debt Rating: S&P and Moody's                      Applicable Utilization
                                                                                                  Fee
         ----------------- ----------------------------------------------------------- --------------------------
         <S>               <C>                                                                  <C>
         Level I           A+ by S&P or A1 by Moody's or above                                  0.100%
         ----------------- ----------------------------------------------------------- --------------------------
         Level II          less than Level I                                                    0.100%
                           but at least A by S&P or A2 by Moody's
         ----------------- ----------------------------------------------------------- --------------------------
         Level III         less than Level II                                                   0.150%
                           but at least A- by S&P or A3 by Moody's
         ----------------- ----------------------------------------------------------- --------------------------
         Level IV          less than Level III                                                  0.225%
                           but at least BBB+ by S&P or Baa1 by Moody's
         ----------------- ----------------------------------------------------------- --------------------------
         Level V           less than Level IV                                                   0.275%
         ----------------- ----------------------------------------------------------- --------------------------

</TABLE>

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

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

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

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

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

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

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

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

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

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

"Borrowing" means a Committed Borrowing or a Bid Borrowing.

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

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

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

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

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

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

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

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

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

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

"Debt" of a Person means

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

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

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

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

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

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

"Effective Date" has the meaning specified in Section 2.19.

"Eligible Assignee" means

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

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

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

      (iv)   any Lender;

      (v)    an Affiliate of any Lender; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Extension Request" has the meaning specified in Section 2.21.

"Facility Fee" has the meaning specified in Section 2.7.

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

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

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

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

"Indemnified Costs" has the meaning specified in Section 7.5.

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

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

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

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

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

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

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

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

"Moody's" means Moody's Investor Services, Inc.

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

"Note" means a Committed Note or a Bid Note.

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

"Notice of Borrowing" means a Notice of Committed Borrowing or a Notice of Bid
        Borrowing.

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

"OECD" means the Organization for Economic Cooperation and Development.

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

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

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

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

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

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

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

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

"S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc.

"Subsidiary" means any corporation in which more than 50% of the Voting Stock is
         owned by TBC, by TBC and any one or more other Subsidiaries, or by any
         one or more other Subsidiaries.

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

"TBC" means The Boeing Company, a Delaware corporation.

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

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

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

"Termination Date" means the earlier to occur of (i) November 22, 2002, as such
         date may be extended from time to time pursuant to Section 2.21, and
         (ii) the date of termination in whole of the Commitments pursuant to
         Section 2.8 or Section 6.2.

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

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

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

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

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

                                   Article 2

                        Amounts and Terms of the Advances

2.1      Committed Advances.

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

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

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

2.2     Making Committed Advances.

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

                 (i)      date of such Committed Borrowing,

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

                 (iii)    aggregate amount of such Committed Borrowing, and

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

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

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

        (c)     Irrevocable Notice. Each Notice of Committed Borrowing shall be
                irrevocable and binding. In the case of any Committed Borrowing
                that the related Notice of Committed Borrowing specifies is to
                be composed of Eurodollar Rate Advances, the Borrower requesting
                such Committed  Borrowing shall indemnify each Lender against
                any loss, cost or expense  incurred by such Lender on account
                of any failure to fulfill on or before the date  specified  for
                such Committed Borrowing in such Notice of Committed Borrowing
                the applicable conditions set forth in Article 5, including,
                without limitation, any loss (but excluding loss of anticipated
                profits), cost or expense incurred by reason of the liquidation
                or reemployment of deposits or other funds acquired by such
                Lender to fund the  Committe 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.

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

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

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

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

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

         (v)     no Lender shall have the right to assign its rights in any
                 outstanding Term Loan; and

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

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

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

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

2.5      Bid Advances.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2.7      Fees. TBC agrees to pay to the Agent for the account of each Lender a
         facility fee ("Facility Fee") on such Lender's Commitment, without
         regard to usage. The Facility Fee shall be payable for the periods from
         the date hereof in the case of each Lender named in Schedule I, and
         from the effective date on which any other Lender becomes party hereto,
         until the Termination Date (or such earlier date on which such Lender
         ceases to be a party hereto) at the rate per annum equal to the
         Applicable Percentage in effect from time to time. Facility Fees shall
         be payable in arrears on each January 1, April 1, July 1 and October 1
         during the term of this Agreement until and on the Termination Date.
         The amount of the Facility Fee payable on January 1, 2002 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,
         2002 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).

2.8      Reduction of the Commitments.

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

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

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

2.10     Eurodollar Interest Rate Determination.

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

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

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

                  (ii)     each such Advance, if a Committed Advance, will
                           automatically, on the last day of the then existing
                           Interest Period therefor, Convert into a Base Rate
                           Advance (or if the Borrower was attempting to
                           Convert a Base Rate Advance into a Eurodollar Rate
                           Committed Advance, such Advance will continue as a
                           Base Rate Advance), and

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

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

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

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

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

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

         (i)      the date of such Conversion,

         (ii)     the Committed Advances to be Converted, and

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

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

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

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

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

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

2.13     Increases in Costs.

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

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

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

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

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

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

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

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

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

2.14     Taxes.

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

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

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

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

         (e)     Non-U.S.  Lenders.  Each Lender  organized  under the laws of
                 a jurisdiction outside the United States shall, on or prior to
                 the date of its execution and delivery of this Agreement (in
                 the case of each Lender  listed in Schedule I), and from the
                 date on which any other Lender  becomes a party hereto (in the
                 case of each other  Lender), and from time to time  thereafter
                 as requested in writing by TBC (but only so long thereafter as
                 such Lender remains  lawfully able to do so),  provide each of
                 the Agent and TBC with two original  Internal  Revenue Service
                 forms W-8BEN or W-8EC1,  as appropriate, or any successor form
                 prescribed  by the Internal  Revenue  Service,  to  establish
                 that such Lender is not subject to, or is entitled to a reduced
                 rate of, United States withholding tax on payments pursuant to
                 this Agreement or with respect to any Advances or any Notes.
                 If the forms  provided by a Lender at the time such Lender
                 first becomes a party to this  Agreement  indicates a United
                 States interest  withholding tax rate in excess of zero,
                 withholding tax at such rate shall be considered excluded from
                 Taxes unless and until such Lender provides the appropriate
                 form certifying that a lower rate applies,  whereupon
                 withholding tax at such lower rate only shall be considered
                 excluded from Taxes for periods governed by such form;
                 provided,  however,  that, if at the date on which a Lender
                 becomes a party to this Agreement,  the Lender  assignor was
                 entitled to payments under  subsection 2.14(a) in respect of
                 United  States  withholding  tax with respect to interest paid
                 at such date,  then, to such extent,  the term Taxes  shall
                 include (in  addition to  withholding  taxes that may be
                 imposed in the future or other  amounts  otherwise
                 includable in Taxes) United States  withholding  tax, if any,
                 applicable with respect to the Lender assignee on such date. If
                 any form or document  referred to in this subsection  2.14(e)
                 requires the disclosure of information, other than information
                 necessary to compute the tax payable and  information required
                 on the date hereof by Internal  Revenue Service form W-8BEN or
                 W-8EC1,  that the Lender  reasonably  considers  to be
                 confidential,  the Lender  shall give notice  thereof to the
                 relevant Borrowers and shall not be obligated to include in
                 such form or document confidential information.

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

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

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

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

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

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

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

2.16     Payments and Computations.

         (a)     Time and  Distribution  of  Payments.  The  Borrowers  shall
                 make each payment  hereunder  and with respect to any Advances
                 or under any Notes not  later  than  11:00  a.m.  (New York
                 City  time) on the day when due in U.S.  dollars  to the Agent
                 at the Agent's  Account in same day funds.  The Agent shall
                 promptly  thereafter  cause to be distributed  like funds
                 relating to the payment of principal or interest or fees
                 ratably (other than amounts  payable  pursuant to Section 2.5,
                 2.9, 2.13,  2.14, 2.15 or 2.19) to the  Lenders  for the
                 account of their respective Applicable Lending  Offices, and
                 like funds  relating to the payment of any other amount payable
                 to any Lender to such Lender for the account of its Applicable
                 Lending  Office, in each case to be  applied  in  accordance
                 with the terms of this  Agreement.  From and after the
                 effective  date of an  assignment pursuant to Section 2.20,
                 the Agent shall make all payments  hereunder and with respect
                 to any Advances or under any Notes in respect of the interest
                 assigned  thereby to the Lender assignee  thereunder,  and the
                 parties to such assignment  shall make all appropriate
                 adjustments in such payments for the periods prior to such
                 effective date directly between themselves.

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

         (c)     Payment Due Dates. Whenever any payment hereunder or with
                 respect to any Advances or under any Notes shall be stated to
                 be due on a day other than a Business Day, such payment shall
                 be made on the next succeeding Business Day, and such extension
                 of time shall in such case be included in the computation of
                 payment of interest or fee, as the case may be; provided,
                 however, if such extension would cause payment of interest on
                 or principal of Eurodollar Rate Advances to be made in the next
                 following calendar month, such payment shall be made on the
                 immediately preceding Business Day.

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

2.17     Sharing of Payments, Etc. If any Lender obtains any payment (whether
         voluntary, involuntary, through the exercise of any right of set-off,
         or otherwise) on account of the Committed Advances made by it (other
         than pursuant to Sections 2.9, 2.13, 2.14, 2.15 or 2.19), in excess of
         its ratable share of payments on account of the Committed Advances
         obtained by all the Lenders, such Lender shall forthwith purchase from
         the other Lenders such participations in the Committed Advances made by
         them as shall be necessary to cause such purchasing Lender to share the
         excess payment ratably with each of them, provided, however, that if
         all or any portion of such excess payment is thereafter recovered from
         such purchasing Lender, such purchase from each other Lender shall be
         rescinded and each such other Lender shall repay to the purchasing
         Lender the purchase price to the extent of such recovery together with
         an amount equal to such Lender's ratable share (according to the
         proportion of (i) the amount of such Lender's required repayment to
         (ii) the total amount so recovered from the purchasing Lender) of any
         interest or other amount paid or payable by the purchasing Lender in
         respect of the total amount so recovered. The Borrowers agree that any
         Lender so purchasing a participation from another Lender pursuant to
         this Section 2.17 may, to the fullest extent permitted by law, exercise
         all its rights of payment (including the right of set-off) with respect
         to such participation as fully as if such Lender were a creditor of the
         Borrowers in the amount of such participation.

2.18     Evidence of Debt.

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

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

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

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

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

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

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

2.19     Alteration of Commitments and Addition of Lenders.

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

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

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

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

         (b)     Conditions to Alteration. The Agent may execute any such
                 agreement without the prior consent of any Lender other than
                 the Lender affected, provided, however, that if at the time the
                 Agent proposes to execute such agreement or (A) TBC's long-term
                 senior unsecured debt is rated lower than A- by S&P or lower
                 than A3 by Moody's and (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
                 $3,000,000,000 or, pursuant to Section 2.19(c), $3,200,000,000.

         (c)     Increase Total Commitment. The Company has the right, once
                 prior to the initial Termination Date (and, if the Termination
                 Date is extended pursuant to Section 2.21, once following such
                 extension), to increase the total of the Commitments through a
                 Request for Alteration, in minimum increments of $50,000,000,
                 up to a maximum aggregate of Commitments of $3,200,000,000,
                 provided that, in addition to the requirements specified in
                 Section 2.19(b), at the time of and after giving effect to an
                 increase, TBC's long-term senior unsecured non-credit-enhanced
                 debt ratings from Moody's and S&P are better than or equal to
                 A3 and A-, respectively. The Company may offer the increases to

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

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

         (d)     Request for Alteration.  The Agent shall give each Lender
                 prompt  notice of any such  agreement  becoming  effective.
                 All requests for Lender  consent under the  provisions  of this
                 Section 2.19 shall specify the date upon which any such
                 increase, addition,  reduction,  termination,  or prepayment
                 shall become effective (the "Effective Date") and shall be made
                 by means of a Request for  Alteration  substantially  in the
                 form as set forth in Exhibit C. On the Effective Date on which
                 the Commitment of any Lender is  increased,  decreased,
                 terminated  or created or on which  prepayment  is made,  all
                 as  described  in such Request for  Alteration,  the Borrowers
                 or such Lender,  as the case may be, shall make  available to
                 the Agent not later than 12:30 p.m. (New York City time) on
                 such date,  in same day funds,  the amount,  if any,  which may
                 be required (and the Agent shall  distribute such funds
                 received by it to the Borrowers or to such Lenders,  as the
                 case may be) so that at the close of business on such date the
                 sum of the Committed  Advances of each Lender then  outstanding
                 shall be in the same  proportion to the total of the Committed
                 Advances of all the Lenders then  outstanding  as the
                 Commitment of such Lender is to the total of the  Commitments.
                 The Agent shall give each Lender  notice of the amount to be
                 made  available by, or to be  distributed  to, such Lender at
                 least 3 Business Days before such payment is made.

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

         (a)     Assignment of Lender Obligations. From time to time each Lender
                 may, with the prior written consent of TBC and subject to the
                 qualifications set forth below, assign to one or more Lenders
                 or an Eligible Assignee all or any portion of its rights and
                 obligations under this Agreement(including, without limitation,
                 all or a portion of its Commitment, the Committed Advances
                 owing to it and the Committed Note, if any, held by it) and
                 will, at any time, if arranged by the Company pursuant to
                 clause (i)(A) below upon at least 30 days' notice to such
                 Lender and the Agent, assign to one or more Eligible Assignees
                 all of its rights and obligations under this Agreement
                 (including without limitation, all of its Commitment, the
                 Committed Advances owing to it and the Committed Note, if any,
                 held by it); subject to the following:

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

                 (ii)      If TBC fails to notify such Lender within 30 days of
                           TBC's receipt of such Lender's request for consent to
                           assignment that TBC has arranged for an assumption or
                           reduction of the portion of Commitment to be
                           assigned, 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)      The amount of the Commitment of the assigning Lender
                           being assigned pursuant to any such assignment
                           (determined as of the date of the assignment) shall
                           either (A) equal 50% of all such rights and
                           obligations (or 100% in the case of a Required
                           Assignment) or (B) not be less than $10,000,000 or an
                           integral multiple of $1,000,000 in excess thereof;

                 (v)       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 23, 2001, 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 2.12(c), provided that such Lender
                           shall receive its pro rata share of the Facility Fee
                           on the next date on which the Facility Fee is
                           payable).

         (b)     Effect of Lender Assignment. From and after the effective date
                 of any  assignment  pursuant  to Section  2.20(a),  (i) the
                 assignee thereunder shall be a party hereto and, to the extent
                 that rights and  obligations  hereunder have been assigned to
                 it pursuant to such assignment, it shall have the rights and
                 obligations of a Lender hereunder except that such assignee may
                 not elect to assign any of its rights and  obligations  under
                 this Agreement acquired by such assignment for a period of
                 nine months following the effective  date specified in such
                 assignment and (ii) the Lender  assignor  thereunder  shall,
                 to the extent that rights and  obligations  hereunder  have
                 been assigned by it pursuant to such  assignment,  relinquish
                 its rights (other than its rights under Section 2.13,  2.14,
                 2.19 or 8.3 to the extent any claim  thereunder  relates to an
                 event arising prior to such  assignment)  and be released
                 from its  obligations  under this  Agreement  (and,  in the
                 case of an assignment covering all or the remaining  portion
                 of an assigning  Lender's  rights and  obligations  under this
                 Agreement,  such Lender shall cease to be a party hereto).

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

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

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

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

                 (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.

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

2.21     Extension of Termination Date.

         (a)     Extension Request.  TBC may, on behalf of itself and the
                 Subsidiary  Borrowers,  by written notice to the Agent in the
                 form of Exhibit E (each such notice  being an  "Extension
                 Request")  given no earlier than 60 days and no later than 45
                 days prior to the then applicable  Termination Date, request
                 that the then applicable  Termination Date be extended to a
                 date 364 days after the then  applicable  Termination  Date;
                 provided,  however,  that the  Borrowers  shall  not have
                 exercised  the Term  Loan Conversion  Option for Committed
                 Advances  outstanding on such  Termination  Date prior to such
                 time. Such extension shall be effective  with respect to each
                 Lender which,  by a written notice in the form of Exhibit F
                 (a  "Continuation  Notice") to TBC and the  Agent  given no
                 earlier  than 30 days and no later  than 20 days  prior to the
                 then  applicable  Termination  Date, consents,  in its sole
                 discretion,  to such extension (each Lender giving a
                 Continuation Notice being referred to sometimes as a
                 "Continuing  Lender" and each Lender other than a Continuing
                 Lender being a  "Non-Extending  Lender"),  provided,  however,
                 that such extension  shall be effective only if the aggregate
                 Commitments of the Continuing  Lenders are not less than 51% of
                 the  aggregate  Commitments  of the Lenders on the date of the
                 Extension  Request.  No Lender  shall have any  obligation  to
                 consent to any such  extension  of the  Termination  Date. The
                 Agent shall  notify each Lender of the receipt of an Extension
                 Request  within three (3) Business  Days after  receipt
                 thereof.  The Agent shall notify the Company and the Lenders no
                 later than 15 days prior to the then applicable  Termination
                 Date whether the Agent has received  Continuation  Notices from
                 Lenders holding at least 51% of the aggregate Commitments on
                 the date of the Extension Request.

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

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

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

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

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

2.22     Subsidiary Borrowers.

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

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

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

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

                 (ii)      such Subsidiary Borrower is liquidated or dissolved;

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

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

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

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

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

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

         (f)     Subsidiaries'  Several  Liabilities.  Notwithstanding  anything
                 in this  Agreement  to the  contrary,  each of the  Subsidiary
                 Borrowers shall be severally  liable for the liabilities and
                 obligations of such Subsidiary  Borrower under this Agreement
                 and its  Borrowings,  and Notes,  if any. No Subsidiary
                 Borrower shall be liable for the  obligations of any other
                 Borrower under this  Agreement or any  Borrowings of any other
                 Borrower or any other  Borrower's  Notes,  if any. Each
                 Subsidiary  Borrower shall be severally liable for all payments
                 of the principal of and interest on Advances to such Subsidiary
                 Borrower,  and any other amounts due hereunder that are
                 specifically  allocable to such  Subsidiary  Borrower or the
                 Advances to such Subsidiary Borrower.  With respect to any
                 amounts due hereunder,  including  fees,  that are not
                 specifically  allocable to a particular Borrower,  each
                 Borrower  shall be liable for such  amount pro rata in the same
                 proportion  as such  Borrower's  outstanding Advances bear to
                 the total of then-outstanding Advances to all Borrowers.

                                   Article 3

                         Representations and Warranties

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

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

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

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

         (d)     No Material Pending or Threatened Actions. In TBC's opinion,
                 there are no pending or threatened actions or proceedings
                 before any court or administrative agency that are reasonably
                 likely to have a material adverse affect on the financial
                 condition or operations of the Company which is likely to
                 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,  2000  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, 2001 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. There has been no material adverse
                 change in the Company's financial condition or results of
                 operations since December 31, 2000 that is likely to impair the
                 ability of the Company to repay the Advances.

                                   Article 4

                                Covenants of TBC

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

         (a)     Periodic Reports.  Furnish to the Lenders:

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

                 (2)       within 120 days after the close of each of TBC's
                           fiscal years, and if requested by the Agent, within
                           60 days after the close of each of the first three
                           quarters thereof, 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
                           recognized standing acceptable to the Agent, together
                           with financial statements consisting of a
                           Consolidated statement of financial position of TBC
                           and the Subsidiaries as of the end of such fiscal
                           year and a Consolidated statement of earnings and
                           retained earnings of TBC and the Subsidiaries for
                           such fiscal year,

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

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

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

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

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

                 In lieu of furnishing the Lenders the items referred to in
                 clauses (1),(3), (5) and (6) above, TBC may notify the Lenders
                 that such items are available on TBC's website at
                 www.boeing.com 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4.3      Financial Statement Terms. For purposes of Section 4.2(b), all
         capitalized terms not defined in this Agreement shall have the
         respective meanings used in TBC's published Consolidated financial
         statements and calculated under the generally accepted accounting
         principles and practices applied by TBC on the date hereof in the
         preparation of such financial statements. However, notwithstanding the
         foregoing, (a) such terms shall exclude amounts attributable to Boeing
         Capital Services Corporation and its Subsidiaries and Boeing Financial
         Corporation, a Delaware corporation; and (b) Total Capital shall
         exclude the effects of any repurchase by TBC of its common stock and
         any merger-related accounting adjustments which are attributable to the
         merger with or acquisition of McDonnell Douglas Corporation by TBC.

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

                                    Article 5

                       Conditions Precedent to Borrowings

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

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

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

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

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

         (e)     Termination  of 2000  Agreement.  TBC shall have  terminated
                 in whole the  commitments of the banks parties to the 2000
                 Credit Agreement; and

         (f)     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.

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

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

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

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

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

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

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

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

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

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

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

5.4      Conditions Precedent to the Initial Borrowing of a Subsidiary Borrower.
         The obligation of each Lender to make its initial Advance to any
         particular Subsidiary Borrower is subject to the receipt by the Agent,
         on or before the day of the initial Borrowing by such Subsidiary
         Borrower, of all of the following, each dated on or prior to the day of
         the initial Borrowing, in form and substance satisfactory to the Agent
         and its counsel:

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   Article 6

                                Events of Default

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

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

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

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

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

         (e)      TBC or any of its Subsidiaries

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

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

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

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

                  (3)    incurs liability under Title IV of ERISA

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

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

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

                 (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.

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

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

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

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

                                   Article 7

                                    The Agent

7.1      Authorization and Action. Each Lender hereby appoints and authorizes
         the Agent to take such action as agent on its behalf and to exercise
         such powers under this Agreement as are delegated to the Agent by the
         terms hereof, together with such powers as are reasonably incidental
         thereto. As to any matters not expressly provided for by this Agreement
         (including without limitation, enforcement or collection of any Notes),
         the Agent shall not be required to exercise any discretion or take any
         action, but shall be required to act or to refrain from acting (and
         shall be fully protected in so acting or refraining from acting) upon
         the instructions of the Majority Lenders 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.

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

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

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

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

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

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

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

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

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

7.5      Indemnification. The Lenders agree to indemnify the Agent (to the
         extent not reimbursed by TBC or any other Borrower), ratably according
         to the respective principal amounts of the Committed Advances then made
         by each of them (or if no Committed Advances are at the time
         outstanding or if interests in any Committed Advances are held by
         persons which are not Lenders, ratably according to the respective
         amounts of their Commitments), from and against any and all
         liabilities, obligations, losses, damages, penalties, actions,
         judgments, suits, costs, expenses or disbursements of any kind or
         nature whatsoever which may be imposed on, incurred by, or asserted
         against the Agent in any way relating to or arising out of this
         Agreement or any action taken or omitted by the Agent under this
         Agreement (collectively, the "Indemnified Costs"), provided that no
         Lender shall be liable for any portion of the Indemnified Costs
         resulting from the Agent's gross negligence or willful misconduct.
         Without limitation of the foregoing, each Lender agrees to reimburse
         the Agent promptly upon demand for its ratable share of any
         out-of-pocket expenses (including counsel fees) incurred by the Agent
         in connection with the preparation, execution, delivery,
         administration, modification, amendment or enforcement (whether through
         negotiations, legal proceedings or otherwise) of, or legal advice in
         respect of rights or responsibilities under, this Agreement to the
         extent that the Agent is not reimbursed for such expenses by TBC or any
         other Borrower. In the case of any investigation, litigation or
         proceeding giving rise to any Indemnified Costs, this Section 7.5
         applies whether any such investigation, litigation or proceeding is
         brought by the Agent, any Lender or a third party.

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

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

                                   Article 8

                                  Miscellaneous

8.1      Modification, Consents and Waivers.

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

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

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

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

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

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

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

                  (vi)     amend this Section 8.1, or

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

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

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

8.2      Notices.

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

                 if to the Agent,

                  Citibank, N.A.
                  Two Penns Way, Suite 200
                  New Castle, Delaware  19720
                  Attention:  Lender Loans Syndications Department

                      facsimile number (302) 894-6120;

                 if to any Borrower,

                  care of The Boeing Company
                  100 N. Riverside
                  Mail Code: 5003 3648
                  Chicago, Illinois
                  Attention:  Treasurer

                      facsimile number (312) 544-2829

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

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

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

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

8.3     Costs, Expenses and Taxes.

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

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

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

8.5      Severability. Any provision of this Agreement which is prohibited or
         unenforceable in any jurisdiction shall, as to such jurisdiction, be
         ineffective to the extent of such prohibition or unenforceability
         without invalidating the remaining provisions hereof, and any such
         prohibition or unenforceability in any jurisdiction shall not
         invalidate or render unenforceable such provision in any other
         jurisdiction.

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

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

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

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

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

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

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

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

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

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

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

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


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

                           THE BOEING COMPANY

                           By   /s/ CAROL SEXTON
                               ____________________________________

                               Title: Assistant Treasurer

                           CITIBANK, N.A., Individually and as Agent

                           By   /s/ ROBERT A. DANZIGER
                               ____________________________________
                               Name:  Robert a. Danziger
                               Title: Attorney-In-Fact

                           JPMORGAN CHASE BANK

                           By   /s/ MATTHEW H. MASSIE
                               ____________________________________
                               Name:  Matthew H. Massie
                               Title: Managing Director

                       Co-Documentation Agents

                           BANK OF AMERICA, N.A.

                           By   /s/ CHARLES F. LILYGREN
                               ___________________________________
                               Name:  Charles F. Lilygren
                               Title: Managing Director

                           DEUTSCHE BANK AG NEW YORK BRANCH

                           By   /s/ ROBERT B. LANDIS
                               ___________________________________
                               Name:  Robet B. Landis
                               Title: Managing Director

                           By   /s/ VIRGINIA MAHLER COSENZA
                               ___________________________________
                               Name:  Virginia Mahler Cosenza
                               Title: Vice President

                           MITSUBISHI TOKYO FINANCIAL GROUP, INC.

                           THE BANK OF TOKYO-MITSUBISHI, LTD.

                           By   /s/ KOSUKE TAKAHASHI
                               ___________________________________
                               Name:  Kosuke Takahashi
                               Title: Vice President & Manager

                           THE MITSUBISHI TRUST AND BANKING CORPORATION

                           By   /s/ SCOTT J. PAIGE
                               ___________________________________
                               Name:  Scott J. Paige
                               Title: Executive Vice President

                        Senior Managing Agents

                           THE INDUSTRIAL BANK OF JAPAN, LIMITED

                            By  /s/ VICENTE L. TIMIRAOS
                                ___________________________________
                                Name:  Vicente L. Timiraos
                                Title: Joint General Manager

                           WACHOVIA BANK, N.A.

                           By   /s/ MEG BEVERIDGE
                                ___________________________________
                                Name:  Meg Beveridge
                                Title: Vice President

                           THE BANK OF NEW YORK

                           By   /s/ JOSEPH F. MURPHY
                                ___________________________________
                                Name:  Joseph F. Murphy
                                Title: Vice President
                                       Central Divisoin Head

                           CREDIT SUISSE FIRST BOSTON

                           By   /s/ ROBERT N. FINNEY
                                ___________________________________
                                Name:  Robert N. Finney
                                Title: Managing Director

                           By   /s/ VITALY G. BUTENKO
                                ___________________________________
                                Name:  Vitaly G. Butenko
                                Title: Associate


                           SUMITOMO MITSUI BANKING CORPORATION

                           By   /s/ BOB GRANFELT
                                ___________________________________
                                Name:  Bob Granfelt
                                Title: Vice President & Manager

                        Managing Agents

                           BANK ONE, NA

                           By   /s/ JANET S. LEONG
                                ___________________________________
                                Name:  Janet S. Leong
                                Title: Director

                           BARCLAYS BANK PLC

                           By   /s/ L. PETER YETMAN
                                ___________________________________
                                Name:  L. Peter Yetman
                                Title: Director

                           BAYERISCHE LANDESBANK
                           GIROZENTRALE, CAYMAN ISLAND BRANCH

                           By   /s/ JAMES H. BOYLE
                                ___________________________________
                                Name:  James H. Boyle
                                Title: Vice President

                           By   /s/ HEREWARD DRUMMOND
                                ___________________________________
                                Name:  Hereward Drummond
                                Title: Senior Vice President

                           BNP PARIBAS

                           By   /s/ BRIAN F. HEWETT
                                ___________________________________
                                Name:  Brian F. Hewett
                                Title: Director

                           By   /s/ RICHARD L. STED
                                ___________________________________
                                Name:  Richard L. Sted
                                Title: Central Region Manager

                           CREDIT LYONNAIS NEW YORK BRANCH

                           By   /s/ BERNARD WEYMULLER
                                ___________________________________
                                Name:  Bernard Weymuller
                                Title: Senior Vice President

                           FLEET NATIONAL BANK

                           By   /s/ ROGER C. BOUCHER
                                ___________________________________
                                Name:  Roger C. Boucher
                                Title: Director

                           THE ROYAL BANK OF SCOTLAND PLC

                           By   /s/ DEAN WHITE
                                ___________________________________
                                Name:  Dean White
                                Title: Corporate Director

                        Lenders

                           ABN AMRO BANK, N.V.

                           By   /s/ THOMAS K. PETERSON
                                ___________________________________
                                Name:  Thoms K. Peterson
                                Title: Senior Vice President
                                       Diversified Industries Central

                           By   /s/ MARY L. HONDA
                                ___________________________________
                                Name:  Mary L. Honda
                                Title: Group Vice President

                           AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

                           By   /s/ R. SCOTT MC INNIS
                                ____________________________
                                Name:  R. Scott McInnis
                                Title: Head of Structured Finance &
                                       Relationship Management-Americas

                           BANCO BILBAO VIZCAYA ARGENTARIA

                           By   /s/ JOHN MARTINI CARRERAS
                                ___________________________________
                                Name:  John Martini Carreras
                                Title: Vice President Global Corporate
                                       Banking

                           By   /s/ ALBERTO CONDE
                                ___________________________________
                                Name:  Alberto Conde
                                Title: Vice President Global Corporate
                                       Banking

                            DEUTSCHE VERKEHRSBANK AG

                            By  /s/ COPSTANCE LAUDENSCHLAGER
                                ___________________________________
                                Name:  Copstance Laudenschlager
                                Title: Senior Vice President

                            By  /s/ GAIL NIEMI
                                ___________________________________
                                Name:  Gail Niemi
                                Title: Vice President

                            INTESABCI

                            By  /s/ FRANK MAFFEI
                                ___________________________________
                                Name:  Frank Maffei
                                Title: Vice President

                            By  /s/ CHARLES DOUGHERTY
                                ___________________________________
                                Name:  Charles Dougherty
                                Title: Vice President

                            MERRILL LYNCH BANK USA

                            By  /s/ D. KEVIN IMLAY
                                ___________________________________
                                Name:  D. Kevin Imlay
                                Title: Senior Credit Officer

                            PNC BANK, N.A.

                            By  /s/ PHILIP K. LIEBSCHER
                                ___________________________________
                                Name:  Philip K. Liebscher
                                Title: Vice President

                            ROYAL BANK OF CANADA

                            By  /s/ N.G. MILLAR
                                ___________________________________
                                Name:  N. G. Millar
                                Title: Senior Manager

                            STANDARD CHARTERED BANK

                            By  /s/ MARY MACHADO-SCHAMMEL
                                ___________________________________
                                Name:  Mary Machado-Schammel
                                Title: Sr. Vice President

                            By  /s/ FRIEDA YOULIOS
                                ___________________________________
                                Name:  Frieda Youlios
                                Title: Vice President

                            U.S. BANK NATIONAL ASSOCIATION

                            By  /s/ JAMES R. FARMER
                                ___________________________________
                                Name:  James R. Farmer
                                Title: Vice President

                            WESTDEUTSCHE LANDESBANK
                            GIROZENTRALE, NEW YORK BRANCH

                            By  /s/ WALTER T. DUFFY III
                                ___________________________________
                                Name:  Walter T. Duffy III
                                Title: Associate Director

                            By  /s/ PAUL VERDI
                                ___________________________________
                                Name:  Paul Verdi
                                Title: Manager

                            UBS A.G. STAMFORD BRANCH

                            By  /s/ WILFRED V. SAINT
                                ___________________________________
                                Name:  Wilfred V. Saint
                                Title: Associate Director
                                       Banking Products Services, US

                            By  /s/ LYNNE B. ALFARONE
                                ___________________________________
                                Name:  Lynne B. Alfarone
                                Title: Associate Director
                                       Banking Products Services, US




<PAGE>


                                   SCHEDULE I
                           APPLICABLE LENDING OFFICES
<TABLE>
<CAPTION>


----------------------------------- ------------------ ------------------------------------ ----------------------------------
      Name of Initial Lender           Commitment            Domestic Lending Office            Eurodollar Lending Office
----------------------------------- ------------------ ------------------------------------ ----------------------------------
<S>                                 <C>                <C>                                  <C>
ABN Amro Bank, N.V.                 $50,000,000        208 South LaSalle                    208 South LaSalle
                                                       Suite 1500                           Suite 1500
                                                       Chicago, IL  60604                   Chicago, IL  60604
                                                       Attn:  Dominic Blea                  Attn:  Dominic Blea
                                                       T:  312 992-5176                     T:  312 992-5176
                                                       F:  312 992-5111                     F:  312 992-5111
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Australia and New Zealand Banking   $23,800,000        1177 Avenue of the Americas          1177 Avenue of the Americas
Group Limited                                          6th Floor                            6th Floor
                                                       New York, NY  10036                  New York, NY  10036
                                                       Attn:  Peter Gray                    Attn:  Peter Gray
                                                       T:  212 801-9739                     T:  212 801-9739
                                                       F:  212 556-4839                     F:  212 556-4839
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Banco Bilbao Vizcaya                $25,000,000        1345 Avenue of the Americas          1345 Avenue of the Americas
                                                       45th Floor                           45th Floor
                                                       New York, NY  10105                  New York, NY  10105
                                                       Attn:  Santiago Hernandez            Attn:  Santiago Hernandez
                                                       T:  212 728-1677                     T:  212 728-1677
                                                       F:  212 333-2904                     F:  212 333-2904
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Bank One, NA                        $100,000,000       One Bank One Plaza                   One Bank One Plaza
                                                       Chicago, IL  60670                   Chicago, IL  60670
                                                       Attn:  Jamie Leung                   Attn:  Jamie Leung
                                                       T:  312 732-1707                     T:  312 732-1707
                                                       F:  312 732-3537                     F:  312 732-3537
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Bank of America, N.A.               $210,000,000       1850 Gateway Blvd.                   1850 Gateway Blvd.
                                                       CA4-707-05-11                        CA4-707-05-11
                                                       Concord, CA  94520                   Concord, CA  94520
                                                       Attn:  Vilma Tang                    Attn:  Vilma Tang
                                                       T:  925 675-7336                     T:  925 675-7336
                                                       F:  925 969-2865                     F:  925 969-2865
----------------------------------- ------------------ ------------------------------------ ----------------------------------
The Bank of New York                $125,000,000       One Wall Street, 22nd Floor          One Wall Street, 22nd Floor
                                                       New York, NY  10005                  New York, NY  10005
                                                       Attn:  Dawn Hertling                 Attn:  Dawn Hertling
                                                       T:  212 635-6742                     T:  212 635-6742
                                                       F:  212 635-6399                     F:  212 635-6399
----------------------------------- ------------------ ------------------------------------ ----------------------------------
The Bank of Tokyo-Mitsubishi, Ltd.  $120,000,000       1201 3rd Avenue                      1201 3rd Avenue
                                                       Suite 1100                           Suite 1100
                                                       Seattle, WA  98101                   Seattle, WA  98101
                                                       Attn:  Kosuke Takahashi              Attn:  Kosuke Takahashi
                                                       T:  206 382-6049                     T:  206 382-6049
                                                       F:  206 382-6067                     F:  206 382-6067
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Barclays Bank PLC                   $100,000,000       222 Broadway-11th Floor              222 Broadway-11th Floor
                                                       New York, NY 10038                   New York, NY 10038
                                                       Attn: Chimatra Michael               Attn: Chimatra Michael
                                                       T:  212 412-3161                     T:  212 412-3161
                                                       F: 212 412-5306                      F: 212 412-5306
----------------------------------- ------------------ ------------------------------------ ----------------------------------


<PAGE>



----------------------------------- ------------------ ------------------------------------ ----------------------------------
Bayerische Landesbank               $100,000,000       560 Lexington Avenue                 560 Lexington Avenue
Girozantrale, New York Branch                          New York, NY  10022                  New York, NY  10022
                                                       Attn:  James Fox                     Attn:  James Fox
                                                       T:  212 310-9986                     T:  212 310-9986
                                                       F:  212 310-9868                     F:  212 310-9868
----------------------------------- ------------------ ------------------------------------ ----------------------------------
BNP Paribas                         $100,000,000       209 South LaSalle Suite 500          209 South LaSalle Suite 500
                                                       Chicago, IL 60604                    Chicago, IL 60604
                                                       Attn:  Catherine Lui                 Attn:  Catherine Lui
                                                       T:  312 977-2200                     T:  312 977-2200
                                                       F:  312 977-1380                     F:  312 977-1380
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Citibank, N.A.                      $238,400,000       399 Park Avenue                      399 Park Avenue
                                                       12th Floor, Zone 2                   12th Floor, Zone 2
                                                       New York, NY  10043                  New York, NY  10043
                                                       Attn:  Philippa Portnoy              Attn:  Philippa Portnoy
                                                       T:  212 559-5812                     T:  212 559-5812
                                                       F:  212 793-1246                     F:  212 793-1246
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Credit Lyonnais New York Branch     $100,000,000       1301 Avenue of the Americas          1301 Avenue of the Americas
                                                       New York, NY  10019                  New York, NY  10019
                                                       Attn:  Bertrand Cousin               Attn:  Bertrand Cousin
                                                       T:  212 261-7363                     T:  212 261-7363
                                                       F:  212 261-7368                     F:  212 261-7368
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Credit Suisse First Boston          $150,000,000       11 Madison Avenue                    11 Madison Avenue
                                                       New York, NY  10010                  New York, NY  10010
                                                       Attn:  Robert Finney                 Attn:  Robert Finney
                                                       T:  212 325-9038                     T:  212 325-9038
                                                       F:  212 325-8319                     F:  212 325-8319
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Deutsche Bank AG New York Branch    $210,000,000       40 Kingsbridge Road                  40 Kingsbridge Road
                                                       Piscataway, NJ 08854                 Piscataway, NJ 08854
                                                       Attn:  Nelson Lugaro                 Attn:  Nelson Lugaro
                                                       T:  732 981-7439                     T:  732 981-7439
                                                       F:  732 981-7470                     F:  732 981-7470
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Deutsche VerkehrsBank AG            $30,000,000        609 Fifth Avenue                     609 Fifth Avenue
                                                       10th Floor                           10th Floor
                                                       New York, NY  10017                  New York, NY  10017
                                                       Attn:  Volker Fabian                 Attn:  Volker Fabian
                                                       T:  212 588-8864                     T:  212 588-8864
                                                       F:  212 588-8936                     F:  212 588-8936
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Fleet National Bank                 $80,000,000        100 Federal Street                   100 Federal Street
                                                       Mailstop: MADE 10010A                Mailstop: MADE 10010A
                                                       Boston, MA  02110                    Boston, MA  02110
                                                       Attn:  Roger Boucher                 Attn:  Roger Boucher
                                                       T:  617 434-3951                     T:  617 434-3951
                                                       F:  617 434-0601                     F:  617 434-0601
----------------------------------- ------------------ ------------------------------------ ----------------------------------
The Industrial Bank of Japan,       $180,000,000       1251 Avenue of the Americas          1251 Avenue of the Americas
Limited                                                New York, NY  10020                  New York, NY  10020
                                                       Attn:  Joe Mitarotondo               Attn:  Joe Mitarotondo
                                                       T:  212 282-4088                     T:  212 282-4088
                                                       F:  212 282-4494                     F:  212 282-4494
----------------------------------- ------------------ ------------------------------------ ----------------------------------
IntesaBCI                           $50,000,000        1 William Street                     1 William Street
                                                       New York, NY 10004                   New York, NY 10004
                                                       Attn:  Frank Maffei                  Attn:  Frank Maffei
                                                       T:  212 607-3880                     T:  212 607-3880
                                                       F:  212 809-2124                     F:  212 809-2124
----------------------------------- ------------------ ------------------------------------ ----------------------------------
JPMorgan Chase Bank                 $238,400,000       60 Wall Street                       60 Wall Street
                                                       New York, NY  10260                  New York, NY  10260
                                                       Attn:  Bob O'sieski                  Attn:  Bob O'sieski
                                                       T:  212 648-0342                     T:  212 648-0342
                                                       F:  212 648-5939                     F:  212 648-5939
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Merrill Lynch Bank USA              $50,000,000        15 W. South Temple                   15 W. South Temple
                                                       Suite 300                            Suite 300
                                                       Salt Lake City, UT 84101             Salt Lake City, UT 84101
                                                       Attn:  Butch Alder                   Attn:  Butch Alder
                                                       T:  801 526-8324                     T:  801 526-8324
                                                       F:  801 531-7470                     F:  801 531-7470
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Mitsubishi Trust & Banking          $90,000,000        520 Madison Avenue                   520 Madison Avenue
                                                       New York, NY  10022                  New York, NY  10022
                                                       Attn:  Joe Shammas                   Attn:  Joe Shammas
                                                       T:  212 891-8451                     T:  212 891-8451
                                                       F:  212 644-6825                     F:  212 644-6825
----------------------------------- ------------------ ------------------------------------ ----------------------------------
PNC Bank, N.A.                      $54,400,000        One PNC Plaza                        One PNC Plaza
                                                       249 Fifth Avenue, 2nd Floor          249 Fifth Avenue, 2nd Floor
                                                       Mailstop P1-POPP-2-3                 Mailstop P1-POPP-2-3
                                                       Pittsburgh, PA 15222                 Pittsburgh, PA 15222
                                                       Attn:  Philip K. Liebscher           Attn:  Philip K. Liebscher
                                                       T:  (412) 762-3202                   T:  (412) 762-3202
                                                       F:  (412) 762-6484                   F:  (412) 762-6484
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Royal Bank of Canada                $25,000,000        Royal Bank of Canada Centre          Royal Bank of Canada Centre
                                                       71 Queen Victoria Street             71 Queen Victoria Street
                                                       London EC4V 4DE                      London EC4V 4DE
                                                       Attn:  Stephan Sayre                 Attn:  Stephan Sayre
                                                       T:  44 207 653-4625                  T:  44 207 653-4625
                                                       F:  44 207 329-0247                  F:  44 207 329-0247
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Royal Bank of Scotland              $100,000,000       Waterhouse Square                    Waterhouse Square
                                                       138-142 Holborn                      138-142 Holborn
                                                       London England                       London England
                                                       EC1N 2TH                             EC1N 2TH
                                                       Attn:  Andrew Waddington             Attn:  Andrew Waddington
                                                       T:  44 207 375-8504                  T:  44 207 375-8504
                                                       F:  44 207 375-8282                  F:  44 207 375-8282
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Standard Chartered Bank             $50,000,000        One Evertrust Plaza                  One Evertrust Plaza
                                                       Jersey City, NJ 07302                Jersey City, NJ 07302
                                                       Attn:  Victoria Faltine              Attn:  Victoria Faltine
                                                       T:  201 633-3454                     T:  201 633-3454
                                                       F:  201 536-04478                    F:  201 536-04478
----------------------------------- ------------------ ------------------------------------ ----------------------------------
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Sumitomo       Mitsui      Banking  $150,000,000       777 South Figueroa                   777 South Figueroa
Corporation                                            Suite 2600                           Suite 2600
                                                       Los Angeles, CA  90017               Los Angeles, CA  90017
                                                       Attn:  Miriam Delgado                Attn:  Miriam Delgado
                                                       T:  213 955-0883                     T:  213 955-0883
                                                       F:  213 623-6832                     F:  213 623-6832
----------------------------------- ------------------ ------------------------------------ ----------------------------------
UBS AG, Stanford Branch             $50,000,000        677 Washington Blvd.                 677 Washington Blvd.
                                                       Stanford, Connecticut 06901          Stanford, Connecticut 06901
                                                       Attn:  Luke Goldsworthy              Attn:  Luke Goldsworthy
                                                       Banking Product Services             Banking Product Services
                                                       T:  203 179-0481                     T:  203 179-0481
                                                       F:  203 719-4176                     F:  203 719-4176
----------------------------------- ------------------ ------------------------------------ ----------------------------------
U.S. Bank National Association      $25,000,000        1420 Fifth Avenue, 11th Floor        1420 Fifth Avenue, 11th Floor
                                                       Seattle, WA  98101                   Seattle, WA  98101
                                                       Attn:  James Farmer                  Attn:  James Farmer
                                                       T:  206 587-5237                     T:  206 587-5237
                                                       F:  206 344-3654                     F:  206 344-3654
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Wachovia Bank                       $150,000,000       191 Peachtree Street NE              191 Peachtree Street NE
                                                       Atlanta, GA  30303                   Atlanta, GA  30303
                                                       Attn:  Joe Baschuite                 Attn:  Joe Baschuite
                                                       T:  404 332-5178                     T:  404 332-5178
                                                       F:  404 332-4136                     F:  404 332-4136
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Westdeutsche Landesbank             $25,000,000        1211 Avenue of the Americas          1211 Avenue of the Americas
                                                       New York, NY  10036                  New York, NY  10036
                                                       Attn:  Phil Green                    Attn:  Phil Green
                                                       T:  212 852-6113                     T:  212 852-6113
                                                       F:  212 302-7946                     F:  212 302-7946
----------------------------------- ------------------ ------------------------------------ ----------------------------------
Total of Commitments:            $3,000,000,000

</TABLE>


<PAGE>


                                   EXHIBIT A-1

                             FORM OF COMMITTED NOTE

U.S.$___________________                      Dated:  _______________, 200__

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

______________ (the  "Lender") for the account of its  Applicable  Lending
Office (as  defined  in the Credit  Agreement referred to below) on the later
of the Termination Date and the date designated pursuant to Section 2.3 of such
Credit Agreement (as defined in such Credit Agreement) the principal sum of
U.S.$[amount of the Lender's Commitment in figures] or, if less, the aggregate
unpaid principal amount of the Committed Advances (as defined below) under and
pursuant to the 364-Day Credit Agreement dated as of November 23, 2001, among
the Borrower, [The Boeing Company,] the Lender and certain other lenders
parties thereto, JPMorgan Chase Bank, as syndication agent, Salomon Smith
Barney Inc. and JPMorgan 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.

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

                                     [NAME OF BORROWER]



                                     By ____________________________________
                                          Title:




<PAGE>
<TABLE>
<CAPTION>


                       ADVANCES AND PAYMENTS OF PRINCIPAL

<S>           <C>             <C>            <C>                           <C>                     <C>

------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------
              Amount of       Maturity Date  Amount of Principal Paid or   Unpaid Principal
Date          Advance                        Prepaid                       Balance                 Notation Made by
------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------


------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------


------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------


------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------


------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------


------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------

------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------


------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------


------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------


------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------


------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------


------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------


------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------


------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------


------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------


------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------


------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------


------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------


------------- --------------- -------------- ----------------------------- ----------------------- -----------------------------

</TABLE>



<PAGE>


                                   EXHIBIT A-2

                                FORM OF BID NOTE

                                        Dated:  _______________, 200__

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

_____________ (the "Lender") for the account of its Applicable Lending Office
(as defined in the 364-Day Credit Agreement dated as of November 23, 2001, among
the Borrower,[The Boeing Company,] the Lender and certain other lenders parties
thereto, JPMorgan Chase Bank, as syndication agent, Salomon Smith Barney Inc.
and JPMorgan Securities, Inc., as joint lead arrangers and joint book managers,
and Citibank, N.A., as Agent for the Lender and such other Lenders (as amended
or modified from time to time, the "Credit Agreement") on__________, 200_, the
principal amount of U.S.$__________. Capitalized terms used in this promissory
note that are not defined herein have the respective meanings specified in the
Credit Agreement).

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

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

                  Interest Payment Date or Dates:  _________________

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

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

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

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

                                     [NAME OF BORROWER]



                                     By ____________________________________
                                          Title:




<PAGE>


                                   EXHIBIT B-1

                          NOTICE OF COMMITTED BORROWING


Citibank, N.A., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
388 Greenwich Street
New York, New York  10013
                                                                        [Date]
            Attention:  _______________________

Gentlemen:

                  The undersigned, [NAME OF BORROWER] (the "Borrower"), refers
to the 364-Day Credit Agreement dated as of November 23, 2001, among the
Borrower, [The Boeing Company] the Lender and certain other lenders parties
thereto, JPMorgan Chase Bank, as syndication agent, Salomon Smith Barney Inc.
and JPMorgan Securities, Inc., as joint lead arrangers and joint book managers,
and Citibank, N.A., as Agent for the Lender and such other Lenders (as amended
or modified from time to time, the "Credit Agreement"). Capitalized terms used
in this notice that are not defined herein have the respective meanings
specified in the Credit Agreement. The undersigned hereby gives you notice,
irrevocably, pursuant to Section 2.2 of the Credit Agreement that the
undersigned hereby requests a Committed Borrowing under the Credit Agreement,
and in that connection sets forth below the information relating to such
Committed Borrowing (the "Proposed Committed Borrowing") as required by Section
2.2(a) of the Credit Agreement:

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

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

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

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

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

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

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

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

                                         Very truly yours,

                                         [NAME OF SUBSIDIARY BORROWER]*

                                         [By __________________________
                                            Title:]


                                         THE BOEING COMPANY


                                         By ___________________________
                                             Title:

_____________________

*        Include if Borrower is not The Boeing Company.


<PAGE>


                                   EXHIBIT B-2

                             NOTICE OF BID BORROWING

Citibank, N.A., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
388 Greenwich Street
New York, New York  10013
                                                                         [Date]
                  Attention:  _______________________

Gentlemen:

                  The undersigned, [NAME OF BORROWER] (the "Borrower"), refers
to the 364-Day Credit Agreement dated as of November 23, 2001, among the
Borrower,[The Boeing Company,] certain lenders parties thereto, JPMorgan Chase
Bank, as syndication agent, Salomon Smith Barney Inc. and JPMorgan Securities,
Inc., as joint lead arrangers and joint book managers, and Citibank, N.A., as
Agent for such lenders (as amended or modified from time to time, the "Credit
Agreement"). Capitalized terms used in this notice that are not defined herein
have the respective meanings specified in the Credit Agreement. The undersigned
hereby gives you notice pursuant to Section 2.5(a) of the Credit Agreement that
the undersigned requests a Bid Borrowing under the Credit Agreement, and in that
connection sets forth the terms on which such Bid Borrowing (the "Proposed Bid
Borrowing") is requested to be made:

     (A)      Date of Bid Borrowing     _________________________________
     (B)      Amount of Bid Borrowing   _________________________________
     (C)      The maturity date         _________________________________
     (D)      Type                      [Fixed Rate][Eurodollar Rate]____
                                        _________________________________
     (E)      Interest Payment Date(s)  _________________________________
     (F)      Interest Calculation Basis_________________________________
     [(G)     Interest Rate Period      _________________________________]

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

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

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

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

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

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

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

                                           Very truly yours,

                                           [[NAME OF BORROWER]

                                           By _________________________
                                                    Title:]**


                                           THE BOEING COMPANY

                                           By __________________________
                                                    Title:



_____________________

*        Reference should describe The Boeing Company.
**       Include if Borrower is not The Boeing Company.


<PAGE>


                                    EXHIBIT C


                             REQUEST FOR ALTERATION


To the Lenders Parties to
Credit Agreement referred
to below

Gentlemen:

                  In accordance with Section 2.19 of the 364-Day Credit
Agreement dated as of November 23, 2001, among The Boeing Company, the lenders
parties thereto, JPMorgan Chase Bank, as syndication agent, Salomon Smith Barney
Inc. and JPMorgan Securities, Inc., as joint lead arrangers and joint book
managers, and Citibank, N.A., as Agent for such lenders (as amended or modified
from time to time, the "Credit Agreement"; the terms defined therein being used
herein as therein defined), you are hereby notified that, with the consent, if
any, required of the Lenders pursuant to such Section 2.19:

            [Complete as Appropriate]

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

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

            the Commitment of _________________ shall be terminated,

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

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

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

                                           Very truly yours,

                                           THE BOEING COMPANY



                                           By: ________________________________
                                                    Title:


We hereby consent to the foregoing.
[Name of Affected Lender]

By __________________________
     Title:

[We hereby consent to the foregoing.
[Name of affected prospective lender]

By __________________________
     Title:


CITIBANK, N.A. as Agent

By ___________________________
     Title:

[We hereby consent to the foregoing. [If Majority Lender consent is required.]]

[Name of Lender]

By ___________________________
     Title:


<PAGE>



                                    EXHIBIT D

                       FORM OF BORROWER SUBSIDIARY LETTER


                                                                         [DATE]


To each of the Lenders
  parties to the Credit Agreement
  (as defined  below) and to Citibank N.A.,
  as Agent for such Lenders



Ladies and Gentlemen:

                  Reference is made to the 364-Day Credit Agreement dated as of
November 23, 2001, among The Boeing Company, the lenders parties thereto,
JPMorgan Chase Bank, as syndication agent, Salomon Smith Barney Inc. and
JPMorgan 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, 2000 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 COMPANY

                                       By _________________________
                                           Name:
                                           Title:

                                       [SUBSIDIARY BORROWER]

                                       By __________________________
                                           Name:
                                           Title:



<PAGE>


                                    EXHIBIT E

                                EXTENSION REQUEST

                                                                         [Date]



Citibank, N.A., as Agent
   for the Lenders parties
   to the Credit Agreement
   referred to below
388 Greenwich Street
New York, New York  10013

Re:      Extension Request Under The Boeing Company 364-Day
                  Credit Agreement dated as of November 23, 2001.

                  Reference is made to the 364-Day Credit Agreement dated as of
November 23, 2001, among The Boeing Company, the lenders parties thereto,
JPMorgan Chase Bank, as syndication agent, Salomon Smith Barney Inc. and
JPMorgan Securities, Inc., as joint lead arrangers and joint book managers, and
Citibank, N.A., as Agent for the lenders (as amended or modified from time to
time, the "Credit Agreement"). The terms defined in the Credit Agreement are
used herein as therein defined. Pursuant to Section 2.21 of the Credit
Agreement, the Company hereby provides notice of its desire to extend the
Termination Date to November 22, 2003.

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

                                      THE BOEING COMPANY



                                      By___________________________
                                         Name:
                                         Title:




<PAGE>


                                    EXHIBIT F


                               CONTINUATION NOTICE

                                                                         [Date]



The Boeing Company

Citibank, N.A., as Agent
   for the Lenders parties
   to the Credit Agreement
388 Greenwich Street
New York, New York  10013

                  Reference is made to the 364-Day Credit Credit Agreement dated
as of November 23, 2001, among The Boeing Company, the lenders parties thereto,
JPMorgan Chase Bank, as syndication agent, Salomon Smith Barney Inc. and
JPMorgan Securities, Inc., as joint lead arrangers and joint book managers, and
Citibank, N.A., as Agent for the lenders (as amended or modified from time to
time, the "Credit Agreement"). The terms defined in the Credit Agreement are
used herein as therein defined.

Reference is made to the Extension Request dated [_________], 200_ from the
Company to the Agent. We have reviewed the Extension Request and we hereby
consent to the extension of the Termination Date to November 22, 2003.

                                    Very truly yours,

                                    [LENDER]



                                    By___________________________
                                       Name:
                                       Title:



<PAGE>


                                    EXHIBIT G

                    FORM OF OPINION OF COUNSEL TO THE COMPANY

                                                                         [Date]

To each of the Lenders parties
     to the Credit Agreement  referred to
     below, and to Citibank, N.A., as Agent

     The Boeing Company

     Gentlemen:

                  This opinion is furnished to you pursuant to Section 5.1(c) of
the 364-Day Credit Agreement dated as of November 23, 2001, among The Boeing
Company, the lenders parties thereto, JPMorgan Chase Bank, as syndication agent,
Salomon Smith Barney Inc. and JPMorgan 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 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 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 Washington and
I do not purport to be an expert on any laws other than the laws of the State of
Washington, 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 Washington or in any federal court sitting in the State of
              Washington, 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 Washington or a federal court
              sitting in the State of Washington would apply the usury law of
              the State of New York, and would not apply the usury law of the
              State of Washington, 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 Washington, the Credit Agreement and the
              Notes would be, under the laws of the State of Washington, 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, are reasonably likely to have a
              material adverse affect on the financial condition or operations
              of the Company or any Subsidiary which is likely to impair the
              ability of the Company or any Subsidiary to repay their respective
              Advances or which would affect the legality, validity or
              enforceability of the Credit Agreement.

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

                  (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,










<PAGE>


                                    EXHIBIT H



                                                              November 23, 2001


To the Initial Lenders party to the
  Credit Agreement referred
  to below and to Citibank, N.A.,
  as Agent

Ladies and Gentlemen:

                  We have acted as special New York counsel to Citibank, N.A.,
as Agent, in connection with the preparation, execution and delivery of the
364-Day Credit Agreement dated as of November 23, 2001, among The Boeing
Company, the Lenders parties thereto, JPMorgan Chase Bank, as syndication agent,
Salomon Smith Barney Inc. and JPMorgan Securities, Inc., as joint lead arrangers
and joint book managers, and Citibank, N.A., as Agent for the Lenders (as
amended or modified from time to time, the "Credit Agreement"; the terms defined
therein being used herein as therein defined).

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

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

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

                  Based upon the foregoing examination and assumptions and upon
such other investigation as we have deemed necessary and subject to the
qualifications set forth below, we are of the opinion that the Credit Agreement
is the legal, valid and binding obligation of TBC, enforceable against TBC in
accordance with its terms.

                  Our opinion above is subject to the following qualifications:

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

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

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

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

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

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

                                             Very truly yours,


DLB:SLH




<PAGE>


                                    EXHIBIT I

                     FORM OF OPINION OF IN-HOUSE COUNSEL TO
                               SUBSIDIARY BORROWER

                                                                         [Date]

To each of the Lenders parties
     to the Credit Agreement referred
     to below and to Citibank,
     N.A., as Agent

     The Boeing Company

     Ladies and Gentlemen:

                  This opinion is furnished to you pursuant to Section 5.4(d) of
the 364-Day Credit Agreement dated as of November 23, 2001, among The Boeing
Company, the lenders parties thereto, JPMorgan Chase Bank, as syndication agent,
Salomon Smith Barney Inc. and JPMorgan 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 Washington [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 Washington, the General Corporation Law of the State of Delaware
and the Federal laws of the United States.

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

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

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

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

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



<PAGE>





                                    EXHIBIT J

                                FORM OF GUARANTY


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

RECITALS

                  This Guaranty is executed and delivered in connection with the
364-Day Credit Agreement dated as of November 23, 2001, among The Boeing
Company, the Lenders, JPMorgan Chase Bank, as syndication agent, Salomon Smith
Barney Inc. and JPMorgan Securities, Inc., as joint lead arrangers and joint
book managers, and the Agent (as amended or modified from time to time, the
"Credit Agreement").

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

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

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


2.  Liability of Guarantor.

                  2.1 TBC agrees that its obligations hereunder are irrevocable,
absolute, independent and unconditional and shall not be affected by any
circumstance which constitutes a legal or equitable discharge of a guarantor or
surety other than indefeasible payment in full of the Guaranteed Obligations. In
furtherance of the foregoing and without limiting the generality thereof, TBC
agrees that this Guaranty shall remain in full force and effect and be binding
upon TBC and its successors and assigns until all the Guaranteed Obligations
have been satisfied in full. TBC agrees that the release or discharge, in whole
or in part, or the bankruptcy, liquidation or dissolution of the Subject
Subsidiary Borrower, shall not discharge or affect the liabilities of TBC
hereunder.

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

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

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

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

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

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

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

                  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
                  7755 East Marginal Way South
                  P.O. Box 3707
                  Seattle, Washington  98124
                  Attention:  Treasurer
                  Telecopy:  206 655 0799

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

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

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

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

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

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

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

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

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

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

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

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

                             THE BOEING COMPANY

                         By: __________________________
                         Its: __________________________


<PAGE>


                                    EXHIBIT K

                   FORM OF OPINION OF IN-HOUSE COUNSEL TO TBC


                                                                         [Date]

To each of the Lenders parties
     to the Credit Agreement referred to
     below, and to Citibank, N.A., as Agent

     The Boeing Company

     Gentlemen:

         This opinion is furnished to you pursuant to Section 5.4(f) of the
364-Day Credit Agreement dated as of November 23, 2001, among The Boeing
Company, the lenders parties thereto, JPMorgan Chase Bank, as syndication agent,
Salomon Smith Barney Inc. and JPMorgan 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 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 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 Washington and I do not
purport to be an expert on any laws other than the laws of the State of
Washington, 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,
S