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EXHIBIT 10.3    
  


THE BOEING COMPANY  


 FIVE-YEAR

CREDIT AGREEMENT  


among 


THE
BOEING COMPANY

for itself and on behalf of its Subsidiaries,

as a Borrower 


THE
LENDERS PARTY HERETO 


CITIBANK,
N.A.,

as Administrative Agent 


THE
CHASE MANHATTAN BANK,

as Syndication Agent 


and 


SALOMON
SMITH BARNEY INC.

and

CHASE SECURITIES, INC.,

as Joint Lead Arrangers and Joint Book Managers

dated as of September 25, 2000 






   TABLE OF CONTENTS  



	Article and Section
 
	 	Page

	ARTICLE 1 DEFINITIONS	 	 
	 	

1.1	
 	

Definitions	
 	

1
	 	1.2	 	Use of Defined Terms; References	 	8
	 	1.3	 	Accounting Terms	 	8
	
ARTICLE 2 AMOUNTS AND TERMS OF THE ADVANCES	
 	

 
	 	

2.1	
 	

Committed Advances	
 	

8
	 	2.2	 	Making Committed Advances	 	8
	 	2.3	 	Repayment	 	9
	 	2.4	 	Interest Rate on Committed Advances	 	9
	 	2.5	 	Bid Advances	 	9
	 	2.6	 	Lender Assignment or Sale	 	13
	 	2.7	 	Fees	 	13
	 	2.8	 	Reduction of the Commitments	 	13
	 	2.9	 	Additional Interest on Eurodollar Rate Committed Advances	 	14
	 	2.10	 	Eurodollar Interest Rate Determination	 	14
	 	2.11	 	Voluntary Conversion of Committed Advances	 	15
	 	2.12	 	Prepayments	 	15
	 	2.13	 	Increases in Costs	 	16
	 	2.14	 	Taxes	 	17
	 	2.15	 	Illegality	 	19
	 	2.16	 	Payments and Computations	 	19
	 	2.17	 	Sharing of Payments, Etc.	 	20
	 	2.18	 	Evidence of Debt	 	20
	 	2.19	 	Alteration of Commitments and Addition of Lenders	 	21
	 	2.20	 	Assignments; Sales of Participations and Other Interests in Advances	 	22
	 	2.21	 	Subsidiary Borrowers	 	24
	
ARTICLE 3 REPRESENTATIONS AND WARRANTIES	
 	

 
	 	

3.1	
 	

Representations and Warranties by the Borrowers	
 	

26
	
ARTICLE 4 COVENANTS OF TBC	
 	

 
	 	

4.1	
 	

Affirmative Covenants of TBC	
 	

27
	 	4.2	 	General Negative Covenants of TBC	 	28
	 	4.3	 	Financial Statement Terms	 	30
	 	4.4	 	Waivers of Covenants	 	30
	
ARTICLE 5 CONDITIONS PRECEDENT TO BORROWINGS	
 	

 
	 	

5.1	
 	

Conditions Precedent to the Initial Borrowing of TBC	
 	

30
	 	5.2	 	Conditions Precedent to Each Committed Borrowing of TBC	 	31
	 	5.3	 	Conditions Precedent to Each Bid Borrowing of TBC	 	31
	 	5.4	 	Conditions Precedent to the Initial Borrowing of a Subsidiary Borrower	 	32
	 	5.5	 	Conditions Precedent to Each Committed Borrowing of a Subsidiary Borrower	 	32
	 	5.6	 	Conditions Precedent to Each Bid Borrowing of a Subsidiary Borrower	 	33



i





 

	
ARTICLE 6 EVENTS OF DEFAULT	
 	

 
	 	

6.1	
 	

Events of Default	
 	

34
	 	6.2	 	Lenders' Rights upon Borrower Default	 	35
	
ARTICLE 7 THE AGENT	
 	

 
	 	

7.1	
 	

Authorization and Action	
 	

35
	 	7.2	 	Agent's Reliance, Etc.	 	35
	 	7.3	 	Citibank, N.A. and its Affiliates	 	36
	 	7.4	 	Lender Credit Decision	 	36
	 	7.5	 	Indemnification	 	36
	 	7.6	 	Successor Agent	 	37
	 	7.7	 	Certain Obligations May Be Performed by Affiliates	 	37
	
ARTICLE 8 MISCELLANEOUS	
 	

 
	 	

8.1	
 	

Modification, Consents and Waivers	
 	

37
	 	8.2	 	Notices	 	38
	 	8.3	 	Costs, Expenses and Taxes.	 	39
	 	8.4	 	Binding Effect	 	39
	 	8.5	 	Severability	 	39
	 	8.6	 	Governing Law	 	39
	 	8.7	 	Headings	 	39
	 	8.8	 	Execution in Counterparts	 	40
	 	8.9	 	Right of Set-Off	 	40
	 	8.10	 	Confidentiality	 	40
	 	8.11	 	Agreement in Effect	 	40





	 	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	—	Opinion of Counsel of the Company
	 	Exhibit F	—	Opinion of Counsel for Agent
	 	Exhibit G	—	Opinion of in-house counsel to Subsidiary Borrower
	 	Exhibit H	—	Guaranty of TBC
	 	Exhibit I	—	Opinion of Counsel of TBC
	 	Schedule I	—	Commitments




ii






CREDIT AGREEMENT  


Dated
as of September 25, 2000 


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 CHASE SECURITIES INC., as joint lead arrangers and joint book managers, THE CHASE MANHATTAN 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: 



"1999 Credit Agreement" means the Bank Credit Agreement, dated as of September 29, 1999, 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 399 Park Avenue, New York, New York
10043, Account 36852248, Attention: Mr. Drew Tuminello. 


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


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



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


"Applicable Facility Fee" means a fluctuating per annum rate equal to the then-applicable rate set forth in the pricing grid below, depending upon the
rating of the long-term senior unsecured debt of TBC then in effect: 



	Level
	 	Public Debt Rating: S&P and Moody's
	 	Applicable Margin
	 
	Level I	 	A by S&P or A2 by Moody's or above	 	0.06	%
	Level II	 	less than Level I

but at least A- by S&P or A3 by Moody's	 	0.07	%
	Level III	 	less than Level II

but at least BBB+ by S&P or Baa1 by Moody's	 	0.08	%
	Level IV	 	less than Level III	 	0.125	%






provided, however, that if the ratings from S&P and Moody's fall within different levels, then the Applicable Facility Fee shall be based on the higher
of the two ratings except that, if the lower of 






 


such ratings is more than one level below the higher of such ratings, the Applicable Facility Fee shall be determined based on the level above the lower of such ratings, and 



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


"Applicable Margin" means, 



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



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








	Level
	 	Public Debt Rating: S&P and Moody's
	 	Applicable Margin
	 
	Level I	 	A by S&P or A2 by Moody's or above	 	0.09	%
	Level II	 	less than Level I

but at least A- by S&P or A3 by Moody's	 	0.13	%
	Level III	 	less than Level II

but at least BBB+ by S&P or Baa1 by Moody's	 	0.17	%
	Level IV	 	less than Level III	 	0.25	%






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 IV 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. 



2





 




"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, 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 



3





 





becomes generally available to the public or that is or becomes available to the Agent or such Lender from a source other than a Borrower. 


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


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



4





 




"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 



5





 





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


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


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


"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;



	(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. 




6





 





"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 or
2.20, 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. 


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


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


"Notice of Bid Borrowing" has the meaning specified in Section 2.5(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 The Chase Manhattan Bank, Citibank, N.A., Bank of America, N.A., and Deutsche Bank AG. 


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


"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 2.21; in each case, unless and until it becomes a "Terminated Subsidiary Borrower". 


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


"Terminated Subsidiary Borrower" means, individually and collectively, as the context requires, a Subsidiary Borrower that has ceased to be a "Borrower"
in accordance with Section 2.21. 


"Termination Date" means the earlier to occur of (i) September 25, 2005, 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. 



7





 




"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. 





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



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



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



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



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



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






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



	(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
	Repayment. The Borrowers shall repay to the Agent for the ratable accounts of the Lenders on the Termination Date the unpaid principal
amount of the Committed Advances outstanding as of the Termination Date. 


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	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, payable quarterly in arrears on the first day of each January, April, July and October and on the Termination Date, and



	(ii)
	during
each period in which such Committed Advance is a Eurodollar Rate Advance, at a rate per annum equal at all times during each relevant Interest
Period for such Committed Advance to the Eurodollar Rate for such Interest Period plus the Applicable Margin, 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 



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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. 



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	(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 available for the account of its
Applicable Lending Office to the Agent at the Agent's Account such Lender's portion of such Bid Borrowing, in same day funds. Upon fulfillment of the applicable conditions set forth in Article 5 and
after receipt by the Agent of such funds, the Agent will make such funds available to the relevant Borrower at an account specified by such Borrower. Promptly after each Bid Borrowing the Agent shall
notify each Lender of the amount of the Bid Borrowing, the consequent Bid Reduction, and the dates upon which such Bid Reduction commenced and will terminate. 



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



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



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



	(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 


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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 if 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 Facility Fee. Facility Fees shall be payable in arrears on each January 1, April 1, July 1 and October 1 during the term of this Agreement and on the Termination Date. The
amount of the Facility Fee payable on October 1, 2000 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 October
1, 2000 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. 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 


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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. 



	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 





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	(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. 


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	(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 


16





 

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 


17





 

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. 


18







  


	(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 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 


19





 

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. 


20





 
	(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 either (A) TBC's long-term senior unsecured debt is rated
lower than A- by S&P or lower than A3 by Moody's or (B) a Default has occurred and is continuing, then the Agent shall not execute any such agreement unless it has first obtained the prior written
consent of the Majority Lenders, and provided further that the Agent shall not execute any such agreement without the prior written consent of the
Majority Lenders if such agreement would increase the total of the Commitments to an amount in excess of $700,000,000 or, pursuant to Section 2.19(c), $900,000,000.



	(c)
	Increase Total Commitment. The Company has the right, once a year, to increase the total of the Commitments through a  Request for
Alteration, in minimum increments of $50,000,000, up to a maximum aggregate of Commitments of $900,000,000, provided that, in addition to the requirements specified in
Section 2.19(b), at the time of and after giving effect to an increase, 


21





 

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; 





22





 



	(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 September 25, 2000, 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(b), provided that such Lender shall receive its pro rata share of the
Facility Fee on the next date on which the Facility Fee is payable). 





	(b)
	Effect of Lender Assignment. From and after the effective date of any assignment pursuant to Section 2.20(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 or 2.19 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 


23





 

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), (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
	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 


24





 

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 2.21(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 


25





 

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, 1999 and the related Consolidated
statement of earnings and retained earnings for the year then ended (copies of which have been furnished to each Lender) correctly set forth the Consolidated financial condition of 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 June 30, 2000 and the related Consolidated
statement of earnings and retained earnings for the six 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 six month period. 


26





 
	(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, 1999 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 





27





 


knowledge,
except as specifically stated, that TBC had been in violation of the provisions of any one of the 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; 





28











  



	(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 of 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. 


29





 
	(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 E and as to such other matters
as the Agent may reasonably request, which opinion TBC hereby expressly instructs such counsel to prepare and deliver; 





30





 



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



	(e)
	Termination of 1999 Agreement. TBC shall have terminated in whole the commitments of the banks parties to the 1999 Credit Agreement;
and



	(f)
	Satisfaction of 1999 Agreement Obligations. TBC and its Subsidiaries shall have satisfied all of their respective obligations under the
1999 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 constitutes a Default; and 








31





 


	(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 with true specimen signatures of such officers and facsimile
signatures of officers authorized to sign by facsimile signature (on which certificate each Lender may conclusively rely until it receives a further certificate of the Secretary or an Assistant
Secretary of TBC or the Subsidiary Borrower canceling or amending the prior certificate and submitting signatures of the officers named in such further certificate);



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



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



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









	5.5
	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 





32





 



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



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



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



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



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



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









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





33





 




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, 





34





 



	(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 





35





 


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 


36





 

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, 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, 





37





 



	(iv)
	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       

New Castle, Delaware 19720

Attention: Lender Loans Syndications Department




facsimile
number (      )                          ; 





if
to any Borrower, 



care
of The Boeing Company

7755 East Marginal Way South

Seattle, Washington 98108

Attention: Treasurer 



facsimile
number (206) 655-0799 





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. 


38







  


	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. 


39





 
	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 6.1 to authorize the Agent to declare any Advances due and payable
pursuant to the provisions of Section 6.1, 






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



	8.10
	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. 


40





 

        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	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Paul Kinscherff
	 	 	 	 	 	Title:	 	Assistant Treasurer
	

 	
 	

 	
 	

CITIBANK, N.A., Individually and as Agent
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Robert A. Danziger
	 	 	 	 	 	Title:	 	Vice President
	

 	
 	

 	
 	

THE CHASE MANHATTAN BANK
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Matthew H. Massie
	 	 	 	 	 	Title:	 	Managing Director
	

 	
 	
Senior Managing Agents
	

 	
 	

 	
 	

BANK OF AMERICA, N.A.
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Dianne J. Prust
	 	 	 	 	 	Title:	 	Principal
	

 	
 	

 	
 	

DEUTSCHE BANK AG NEW YORK AND/OR CAYMAN ISLAND BRANCHES
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Virginia Mahler Cosenza
	 	 	 	 	 	Title:	 	Vice President
	

 	
 	

 	
 	

THE BANK OF TOKYO-MITSUBISHI, LIMITED
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Kosuke Takahashi
	 	 	 	 	 	Title:	 	Vice President & Manager
	

 	
 	

 	
 	

MITSUBISHI TRUST & BANKING
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Scott J. Paige
	 	 	 	 	 	Title:	 	Executive Vice President



41





 

	

 	
 	
Managing Agents
	

 	
 	

 	
 	

THE BANK OF NEW YORK
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Elizabeth T. Ying
	 	 	 	 	 	Title:	 	Vice President
	

 	
 	

 	
 	

CREDIT SUISSE FIRST BOSTON
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Robert N. Finney	 	Vitaly G. Butenko
	 	 	 	 	 	Title:	 	Managing Director	 	Asst. Vice President
	

 	
 	

 	
 	

FLEET NATIONAL BANK
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Roger C. Boucher
	 	 	 	 	 	Title:	 	Director
	

 	
 	

 	
 	

THE INDUSTRIAL BANK OF JAPAN, LIMITED
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Vicente L. Timiraos
	 	 	 	 	 	Title:	 	Joint General Manager
	

 	
 	

 	
 	

SUMITOMO BANK
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Robert Granfelt
	 	 	 	 	 	Title:	 	Vice President and Manager
	

 	
 	

 	
 	

WACHOVIA BANK
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	C. Reed Harden
	 	 	 	 	 	Title:	 	Vice President
	

 	
 	
Co-Agents
	

 	
 	

 	
 	

BANK ONE N.A.
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Andrew Heinecke
	 	 	 	 	 	Title:	 	Sup Credit Officer
	

 	
 	

 	
 	

CREDIT LYONNAIS
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Phillipe Soustra
	 	 	 	 	 	Title:	 	Senior Vice President



42





 


	

 	
 	

 	
 	

PNC BANK, N.A.
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Douglas S. King
	 	 	 	 	 	Title:	 	Vice President
	

 	
 	
Lender
	

 	
 	

 	
 	

ABN AMRO BANK, N.V.
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Shikha Rehman	 	Mitsoo Iravani
	 	 	 	 	 	Title:	 	Vice President	 	Asst Vice President
	

 	
 	

 	
 	

AUSTRALIA & NEW ZEALAND BANK
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Roy Marsden
	 	 	 	 	 	Title:	 	Executive Vice President, Americas
	

 	
 	

 	
 	

BANCO BILBAO VIZCAYA ARGENTARIA
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Manuel Sanchez	 	Santiago Hernandez
	 	 	 	 	 	Title:	 	Senior Vice President	 	Vice President
	

 	
 	

 	
 	

BAYERISCHE LANDESBANK GIROZENTRALE, CAYMAN ISLANDS BRANCH
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Alexander Kohnert	 	James Fox
	 	 	 	 	 	Title:	 	First Vice President	 	Vice President
	

 	
 	

 	
 	

DEUTSCHE VERKEHRSBANKAG
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Constance Laudenschlager	 	Volker Fabian
	 	 	 	 	 	Title:	 	Senior Vice President	 	Vice President
	

 	
 	

 	
 	

MORGAN GUARANTY TRUST COMPANY OF NEW YORK
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Robert Bottamedi
	 	 	 	 	 	Title:	 	Vice President
	

 	
 	

 	
 	

ROYAL BANK OF CANADA
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Lori A. Ross
	 	 	 	 	 	Title:	 	Manager



43





 

	

 	
 	

 	
 	

ROYAL BANK OF SCOTLAND
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Lee Morse
	 	 	 	 	 	Title:	 	Senior Relationship Manager
	

 	
 	

 	
 	

STANDARD CHARTERED BANK
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Mary Machado-Schammel	 	Ted H. Iwakoshi
	 	 	 	 	 	Title:	 	Senior Vice President	 	Asst Relationship Manager
	

 	
 	

 	
 	

U.S. BANK N.A.
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	James R. Farmer
	 	 	 	 	 	Title:	 	Vice President
	

 	
 	

 	
 	

WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Duncan M. Robertson	 	Walter T. Duffy III
	 	 	 	 	 	Title:	 	Director	 	Associate Director




44





 
SCHEDULE I

APPLICABLE LENDING OFFICES  



	Name of Initial Lender
	 	Commitment
	 	Domestic Lending Office
	 	Eurodollar Lending Office

	ABN Amro Bank, N.V.	 	$	11,200,000	 	208 South LaSalle

Suite 1500

Chicago, IL 60604

Attn: Loan Administration

T: 312 992-5153

F: 312 992-5158	 	208 South LaSalle

Suite 1500

Chicago, IL 60604

Attn: Loan Administration

T: 312 992-5153

F: 312 992-5158
	Australia & New Zealand Bank	 	$	11,200,000	 	 	 	 
	Banco Bilbao Vizcaya Argentaria	 	$	11,200,000	 	1345 Avenue of the Americas

45th Floor

New York, NY 10105

Attn: Santiago Hernandez

T: 212 728-1677

F: 212 333-2904	 	1345 Avenue of the Americas

45th Floor

New York, NY 10105

Attn: Santiago Hernandez

T: 212 728-1677

F: 212 333-2904
	Bank One N.A.	 	$	25,600,000	 	One Bank One Plaza

Suite 0159

Chicago, IL 60670

Attn: Jamie Leung

T: 312 732-1707

F: 312 732-3537	 	One Bank One Plaza

Suite 0159

Chicago, IL 60670

Attn: Jamie Leung

T: 312 732-1707

F: 312 732-3537
	Bank of America, N.A.	 	$	43,200,000	 	1850 Gateway Blvd.

CA4-707-05-11

Concord, CA 94520

Attn: Vilma Tana

T: 925 675-7336

F: 925 969-2865	 	1850 Gateway Blvd.

CA4-707-05-11

Concord, CA 94520

Attn: Vilma Tana

T: 925 675-7336

F: 925 969-2865
	The Bank of New York	 	$	36,800,000	 	One Wall Street, 22nd Floor

New York, NY 10005

Attn: Dawn Hertling

T: 212 635-6742

F: 212 635-6399	 	One Wall Street, 22nd Floor

New York, NY 10005

Attn: Dawn Hertling

T: 212 635-6742

F: 212 635-6399
	The Bank of Tokyo-Mitsubishi, Ltd.	 	$	46,200,000	 	1201 3rd Avenue

Suite 1100

Seattle, WA 98101

Attn: Kosuke Takahashi

T: 206 382-6049

F: 206 382-6067	 	1201 3rd Avenue

Suite 1100

Seattle, WA 98101

Attn: Kosuke Takahashi

T: 206 382-6049

F: 206 382-6067
	Bayerische Landesbank Girozentrale, Cayman Islands	 	$	11,200,000	 	560 Lexington Avenue

New York, NY 10022

Attn: James Fox

T: 212 310-9986

F: 212 310-9868	 	560 Lexington Avenue

New York, NY 10022

Attn: James Fox

T: 212 310-9986

F: 212 310-9868
	The Chase Manhattan Bank	 	$	50,100,000	 	 	 	 



45





 

	Citibank, N.A.	 	$	50,100,000	 	Two Penns Way

New Castle, Delaware 19720

Attn: Drew Tuminello

T: 302 894-6075

F: 302 894-6120	 	Two Penns Way

New Castle, Delaware 19720

Attn: Drew Tuminello

T: 302 894-6075

F: 302 894-6120
	Credit Lyonnais	 	$	25,600,000	 	 	 	 
	Credit Suisse First Boston	 	$	36,800,000	 	11 Madison Avenue

New York, NY 10010

Attn: Robert Finney

T: 212 325-9038

F: 212 325-8319	 	11 Madison Avenue

New York, NY 10010

Attn: Robert Finney

T: 212 325-9038

F: 212 325-8319
	Deutsche Bank AG New York and/or Cayman Island Branches	 	$	46,400,000	 	31 West 52nd Street

New York, NY 10019

Attn: Joseph Gyurindak

T: 212 469-4107

F: 212 469-4139	 	31 West 52nd Street

New York, NY 10019

Attn: Joseph Gyurindak

T: 212 469-4107

F: 212 469-4139
	Deutsche VerkehrsBank AG	 	$	11,200,000	 	609 Fifth Avenue

10th Floor

New York, NY 10017

Attn: Volker Fabian

T: 212 588-8864

F: 212 588-8936	 	609 Fifth Avenue

10th Floor

New York, NY 10017

Attn: Volker Fabian

T: 212 588-8864

F: 212 588-8936
	Fleet National Bank	 	$	36,800,000	 	 	 	 
	The Industrial Bank of Japan, Limited	 	$	36,800,000	 	1251 Avenue of the Americas

New York, NY 10020

Attn: Joe Mitarotondo

T: 212 282-4088

F: 212 282-4494	 	1251 Avenue of the Americas

New York, NY 10020

Attn: Joe Mitarotondo

T: 212 282-4088

F: 212 282-4494
	JP Morgan	 	$	11,200,000	 	 	 	 
	Mitsubishi Trust & Banking	 	$	43,200,000	 	 	 	 
	PNC Bank, N.A.	 	$	25,600,000	 	620 Liberty Avenue

Two PNC Plaza, 3rd Floor

Pittsburgh, PA 15222

Attn: Jack Caracciolo

T: 412 768-9973

F: 412 768-4586	 	620 Liberty Avenue

Two PNC Plaza, 3rd Floor

Pittsburgh, PA 15222

Attn: Jack Caracciolo

T: 412 768-9973

F: 412 768-4586
	Royal Bank of Canada	 	$	11,200,000	 	 	 	 
	Royal Bank of Scotland	 	$	11,200,000	 	 	 	 
	Standard Chartered Bank	 	$	11,200,000	 	7 World Trade Center

New York, NY 10048

Attn: Larry Fitzerald

T: 212 667-0107

F: 212 667-0568	 	7 World Trade Center

New York, NY 10048

Attn: Larry Fitzerald

T: 212 667-0107

F: 212 667-0568
	Sumitomo Bank	 	$	36,800,000	 	 	 	 



46





 

	U.S. Bank N.A.	 	$	11,200,000	 	1420 Fifth Avenue, 11th Floor

Seattle, WA 98101

Attn: James Farmer

T: 206 587-5237

F: 206 344-3654	 	1420 Fifth Avenue, 11th Floor

Seattle, WA 98101

Attn: James Farmer

T: 206 587-5237

F: 206 344-3654
	Wachovia Bank	 	$	36,800,000	 	 	 	 
	Westdeutsche Landesbank Gironzentrale, New York Branch	 	$	11,200,000	 	1211 Avenue of the Americas

New York, NY 10036

Attn: Phil Green

T: 212 852-6113

F: 212 302-7946	 	1211 Avenue of the Americas

New York, NY 10036

Attn: Phil Green

T: 212 852-6113

F: 212 302-7946




47









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EXHIBIT 10.3