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EXHIBIT 10.1    
  


EXECUTION COPY  


AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT  


 Dated as of November 22, 2002  


        THE BOEING COMPANY, a Delaware corporation ("TBC" or the
"Company"), the banks, financial institutions and other institutional lenders (collectively, the "Initial
Lenders") party hereto, SALOMON SMITH BARNEY INC., and JPMORGAN SECURITIES INC., as joint lead arrangers and joint book managers, JPMORGAN CHASE BANK, as syndication agent, and
CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the "Agent"), hereby agree as follows: 


PRELIMINARY STATEMENTS  


        (1)  The
Company is party to a 364-Day Credit Agreement dated as of November 23, 2001 (as amended, supplemented or otherwise modified from time to time to (but not including)
the date of this Amendment and Restatement, the "Existing Credit Agreement") with the banks, financial institutions and other institutional lenders
party thereto and Citibank, N.A., as Agent for the Lenders and such other lenders. Capitalized terms not otherwise defined in this Amendment and Restatement shall have the same meanings as specified
in the Existing Credit Agreement. 


        (2)  The
parties to this Amendment and Restatement desire to amend the Existing Credit Agreement as set forth herein and to restate the Existing Credit Agreement in its
entirety to read as set forth in the Existing Credit Agreement with the following amendments. 



        (3)  The
Company has requested that the Lenders agree to extend credit to it from time to time in an aggregate principal amount of up to $3,000,000,000 for general corporate
purposes of the Company and its Subsidiaries not otherwise prohibited under the terms of this Amendment and Restatement. The Lenders have indicated their willingness to agree to extend credit to the
Company from time to time in such amount on the terms and conditions of this Amendment and Restatement. 


        SECTION
1.    Amendments to the Existing Credit Agreement.    The Existing Credit Agreement is, effective as of the
date of this Amendment and Restatement and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows: 



        (a)  The
definition of "Applicable Margin" in Section 1.1 is amended by deleting the grid in clause (ii) thereof and substituting therefor the following: 



	Level
	 	Public Debt Rating: S&P and Moody's
	 	Applicable

Margin Through

the Termination

Date
	 	Applicable

Margin After the

Termination

Date
	 
	Level I	 	A+ by S&P or A1 by Moody's or above	 	0.100	%	0.500	%
	Level II	 	less than Level I

but at least A by S&P or A2 by Moody's	 	0.240	%	0.650	%
	Level III	 	less than Level II

but at least A- by S&P or A3 by Moody's	 	0.280	%	0.750	%
	Level IV	 	less than Level III

but at least BBB+ by S&P or Baa1 by Moody's	 	0.350	%	1.000	%
	Level V	 	less than Level IV	 	0.475	%	1.375	%








 

        (b)  The
definition of "Applicable Percentage" in Section 1.1 is amended by deleting the grid contained therein and substituting therefor the following: 



	Level
	 	Public Debt Rating: S&P and Moody's
	 	Applicable Percentage
	 
	Level I	 	A+ by S&P or A1 by Moody's or above	 	0.050	%
	Level II	 	less than Level I

but at least A by S&P or A2 by Moody's	 	0.060	%
	Level III	 	less than Level II

but at least A- by S&P or A3 by Moody's	 	0.070	%
	Level IV	 	less than Level III

but at least BBB+ by S&P or Baa1 by Moody's	 	0.100	%
	Level V	 	less than Level IV	 	0.125	%






        (c)  The
definition of "Termination Date" in Section 1.1 is amended by deleting the date "November 22, 2002" and substituting therefor the date "November 21,
2003". 


        (d)  Section
2.20(a)(v) is amended by deleting the date "November 23, 2001" and substituting therefor the date "November 22, 2002". 


        (e)  Section
3.1(e) is amended (i) by deleting the date "December 31, 2000" and substituting therefor the date "December 31, 2001" and (ii) by deleting
the date "September 30, 2001" and substituting therefor the date "September 30, 2002". 


        (f)    Section
3.1(h) is amended by deleting the date "December 31, 2000" and substituting therefor the date "December 31, 2001". 


        (f)    Section
4.1 is amended by adding to the end thereof a new clause (e) to read as follows: 



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




        (g)  Schedule
I is deleted in its entirety and replaced with Schedule I to this Amendment and Restatement. 




        SECTION
2.    Conditions of Effectiveness of this Amendment and Restatement.    This Amendment and Restatement shall
become effective as of the date first above written (the "Restatement Effective Date ") when and only if: 



        (a)  The
Agent shall have received counterparts of this Amendment and Restatement executed by the Company and all of the Initial Lenders or, as to any of the Initial Lenders,
advice satisfactory to the Agent that such Initial Lender has executed this Amendment and Restatement. 


        (b)  The
Agent shall have received on or before the Restatement Effective Date the following, each dated such date and in form and substance satisfactory to the Agent and in
sufficient copies for each Initial Lender: 



        (i)    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 Amendment and Restatement, to the Notes, if any, and to Guaranties to be delivered by TBC pursuant to Section 5.4(e) of the Existing Credit
Agreement; 


        (ii)  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 




2





 






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 certif icate); 



        (iii)  Opinion of Company Counsel. A favorable opinion of counsel for TBC substantially in the form of Exhibit G to the
Existing Credit Agreement but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement and as to such other matters as the Agent
may reasonably request, which opinion TBC hereby expressly instructs such counsel to prepare and deliver; and 


        (iv)  Opinion of Agent's Counsel. A favorable opinion of Shearman & Sterling, counsel for the Agent, substantially in the form
of Exhibit H to the Existing Credit Agreement but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement, which opinion the
Agent hereby expressly instructs such counsel to prepare and deliver. 




        (c)  The
representations and warranties contained in Section 3.1 of the Existing Credit Agreement shall be correct on and as of the Restatement Effective Date, before and
after giving effect to the Restatement Effective Date, as though made on and as of such date. 


        (d)  No
event shall have occurred and be continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. 




        SECTION
3.    Reference to and Effect on the Existing Credit Agreement and the Notes.    (a) On and after the
effectiveness of this Amendment and Restatement, each reference in the Existing Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Existing Credit
Agreement, and each reference in the Notes to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the
Existing Credit Agreement, as amended by this Amendment and Restatement. 



        (b)  The
Existing Credit Agreement and the Notes, as specifically amended by this Amendment and Restatement, are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed. 


        (c)  Without
limiting any of the other provisions of the Existing Credit Agreement, as amended by this Amendment and Restatement, any references in the Existing Credit
Agreement to the phrases "on the date hereof", "on the date of this Agreement" or words of similar import shall mean and be a reference to the date of the Existing Credit Agreement (which is November
23, 2001). 


        SECTION
4.    Costs and Expenses.    The Company agrees to pay on demand all reasonable out-of-pocket costs and
expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and Restatement, the Notes and the other documents to be
delivered hereunder (including, without limitation, the reasonable and documented fees and expenses of counsel for the Agent with respect hereto and thereto) in accordance with the terms of Section
8.3 of the Existing Credit Agreement. 


        SECTION
5.    Execution in Counterparts.    This Amendment and Restatement 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 Amendment and Restatement by telecopier shall be effective as delivery of a manually executed counterpart of this
Amendment and Restatement. 


        SECTION
6.    Governing Law.    This Amendment and Restatement shall be governed by, and construed in accordance with,
the laws of the State of New York. 


3





 



        IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Restatement to be executed by their respective officers thereunto
duly authorized, as of the date first above written. 



	 	 	 	 	THE BOEING COMPANY
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Title:	 	David A. Dohnaek, Assistant Treasurer
	

 	
 	

 	
 	

CITIBANK, N.A., Individually and as Agent
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Carolyn A. Kee
	 	 	 	 	 	Title:	 	Vice President
	

 	
 	
Syndication Agent
	

 	
 	

 	
 	

JPMORGAN CHASE BANK
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Matthew H. Massie
	 	 	 	 	 	Title:	 	Managing Director
	

 	
 	
Documentation Agents
	

 	
 	

 	
 	

BANK OF AMERICA, N.A.
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Kenneth J. Beck
	 	 	 	 	 	Title:	 	Principal
	

 	
 	

 	
 	

BANK ONE, NA
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Mark Wasden
	 	 	 	 	 	Title:	 	Director



4





 

	

 	
 	
Senior Managing Agents
	

 	
 	

 	
 	

MORGAN STANLEY BANK
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Jaap L. Tonckens
	 	 	 	 	 	Title:	 	Vice President
	

 	
 	

 	
 	

CREDIT SUISSE FIRST BOSTON
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Jay Chall	 	Cassandra Droogan
	 	 	 	 	 	Title:	 	Director	 	Associate
	

 	
 	

 	
 	

MERRILL LYNCH BANK USA
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Louis Alden
	 	 	 	 	 	Title:	 	Vice President
	

 	
 	

 	
 	

WACHOVIA BANK, NATIONAL ASSOCIATION
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Robert Sevin
	 	 	 	 	 	Title:	 	Director



5





 

	

 	
 	
Managing Agents
	

 	
 	

 	
 	

DEUTSCHE BANK AG NEW YORK BRANCH
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Oliver Schwarz
	 	 	 	 	 	Title:	 	Vice President
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Michael Dietz
	 	 	 	 	 	Title:	 	Director
	

 	
 	

 	
 	

BARCLAYS BANK PLC
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	John Giannone
	 	 	 	 	 	Title:	 	Director
	

 	
 	

 	
 	

THE BANK OF TOKYO-MITSUBISHI, LTD.
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Junji Ban
	 	 	 	 	 	Title:	 	General Manager of Northwest Group
	

 	
 	

 	
 	

SUMITOMO MITSUI BANKING CORPORATION
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Bob Granfelt
	 	 	 	 	 	Title:	 	Vice President and Manager
	

 	
 	

 	
 	

BAYERISCHE LANDESBANK

GIROZENTRALE, CAYMAN ISLAND BRANCH
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Dietmar Rieg	 	James H. Boyle
	 	 	 	 	 	Title:	 	First Vice President	 	Vice President
	

 	
 	

 	
 	

BNP PARIBAS
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Brian F. Hewett
	 	 	 	 	 	Title:	 	Director
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Christine L. Howatt
	 	 	 	 	 	Title:	 	Director



6





 

	

 	
 	

 	
 	

THE ROYAL BANK OF SCOTLAND PLC
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Dean White
	 	 	 	 	 	Title:	 	Corporate Director
	

 	
 	

 	
 	

CREDIT LYONNAIS NEW YORK BRANCH
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Scott R. Chappelka
	 	 	 	 	 	Title:	 	Vice President
	

 	
 	

 	
 	

UBS AG, STAMFORD BRANCH
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Wilfred V. Saint
	 	 	 	 	 	Title:	 	Associate Director, Banking Products Services, US
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Patricia O'Kicki
	 	 	 	 	 	Title:	 	Director, Banking Products Services
	

 	
 	
Lenders
	

 	
 	

 	
 	

MIZUHO CORPORATE BANK, LTD.
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Masahito Fukuda
	 	 	 	 	 	Title:	 	SVP&GH
	

 	
 	

 	
 	

THE BANK OF NEW YORK
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Mark O'Connor
	 	 	 	 	 	Title:	 	Vice President
	

 	
 	

 	
 	

KEYBANK NATIONAL ASSOCIATION
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	David J. Wechter
	 	 	 	 	 	Title:	 	Vice President
	

 	
 	

 	
 	

LLOYDS TSB BANK PLC
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Lisa Maguire
	 	 	 	 	 	Title:	 	Assistant Vice President, Corporate Banking USAM067



7





 

	

 	
 	

 	
 	

SOCIETE GENERALE
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Jose A. Moreno
	 	 	 	 	 	Title:	 	Managing Director
	

 	
 	

 	
 	

ABN AMRO BANK, N.V.
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Terrence J. Ward	 	Edward John Hill III
	 	 	 	 	 	Title:	 	Senior Vice President	 	Assistant Vice President
	

 	
 	

 	
 	

STANDARD CHARTERED BANK
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Frieda Youlios
	 	 	 	 	 	Title:	 	Vice President
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Robert Reddington
	 	 	 	 	 	Title:	 	AVP/Credit Documentation
	

 	
 	

 	
 	

PNC BANK, NATIONAL ASSOCIATION
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Brue G. Shearer
	 	 	 	 	 	Title:	 	Vice President
	

 	
 	

 	
 	

ROYAL BANK OF CANADA
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Steven Bridgland
	 	 	 	 	 	Title:	 	Director
	

 	
 	

 	
 	

THE NORTHERN TRUST COMPANY
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Melissa A. Whitson
	 	 	 	 	 	Title:	 	Vice President
	

 	
 	

 	
 	

DEUTSCHE VERKEHRSBANK AG
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Constance Laudenschlager	 	James M. Morton
	 	 	 	 	 	Title:	 	Senior Vice President	 	Vice President
	

 	
 	

 	
 	

BANCO BILBAO VIZCAYA ARGENTARIA
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	John Martini	 	Miguel A. Lara
	 	 	 	 	 	Title:	 	VP-Corporate Banking	 	VP Global Corporate Banking



8





 

	

 	
 	

 	
 	

U.S. BANK NATIONAL ASSOCIATION
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Barry P. Litwin
	 	 	 	 	 	Title:	 	Senior Vice President
	

 	
 	

 	
 	

WESTPAC BANKING CORP.
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Lisa Porter
	 	 	 	 	 	Title:	 	Vice President
	

 	
 	

 	
 	

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Domodar P. Menon
	 	 	 	 	 	Title:	 	First Vice President
	

 	
 	

 	
 	

RIYAD BANK, HOUSTON AGENCY
	

 	
 	

 	
 	

By	

 	
 	

 	
 	

 
	 	 	 	 	 	

	 	 	 	 	 	Name:	 	Keith S. Tenny	 	Paul N. Travis
	 	 	 	 	 	Title:	 	General Manager	 	VP & Head of Marketing




9





 
SCHEDULE I

APPLICABLE LENDING OFFICES  



	Name of Initial Lender
 
	 	Commitment
	 	Domestic Lending Office
	 	Eurodollar Lending Office

	ABN Amro Bank, N.V.	 	$	50,000,000	 	208 South LaSalle

Suite 1500

Chicago, IL 60604

Attn: Dominic Blea

T: 312 992-5176

F: 312 992-5111	 	208 South LaSalle

Suite 1500

Chicago, IL 60604

Attn: Dominic Blea

T: 312 992-5176

F: 312 992-5111
	Australia and New Zealand Banking Group Limited	 	$	23,800,000	 	1177 Avenue of the Americas

6th Floor

New York, NY 10036

Attn: Peter Gray

T: 212 801-9739

F: 212 556-4839	 	1177 Avenue of the Americas

6th Floor

New York, NY 10036

Attn: Peter Gray

T: 212 801-9739

F: 212 556-4839
	Banco Bilbao Vizcaya Argerntaria	 	$	25,000,000	 	1345 Avenue of the Americas

45th Floor

New York, NY 10105

Attn: Santiago Hernandez

T: 212 728-1677

F: 212 333-2904	 	1345 Avenue of the Americas

45th Floor

New York, NY 10105

Attn: Santiago Hernandez

T: 212 728-1677

F: 212 333-2904
	Bank One, NA	 	$	175,000,000	 	One Bank One Plaza

Chicago, IL 60670

Attn: Jamie Leung

T: 312 732-1707

F: 312 732-3537	 	One Bank One Plaza

Chicago, IL 60670

Attn: Jamie Leung

T: 312 732-1707

F: 312 732-3537
	Bank of America, N.A.	 	$	221,200,000	 	1850 Gateway Blvd.

CA4-707-05-11

Concord, CA 94520

Attn: Vilma Tang

T: 925 675-7336

F: 925 969-2865	 	1850 Gateway Blvd.

CA4-707-05-11

Concord, CA 94520

Attn: Vilma Tang

T: 925 675-7336

F: 925 969-2865
	The Bank of New York	 	$	50,000,000	 	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.	 	$	100,000,000	 	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



10





 

	Barclays Bank PLC	 	$	100,000,000	 	222 Broadway-11th Floor

New York, NY 10038

Attn: Chimatra Michael

T: 212 412-3161

F: 212 412-5306	 	222 Broadway-11th Floor

New York, NY 10038

Attn: Chimatra Michael

T: 212 412-3161

F: 212 412-5306
	Bayerische Landesbank Girozantrale, New York Branch	 	$	100,000,000	 	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
	BNP Paribas	 	$	100,000,000	 	209 South LaSalle Suite 500

Chicago, IL 60604

Attn: Catherine Lui

T: 312 977-2200

F: 312 977-1380	 	209 South LaSalle Suite 500

Chicago, IL 60604

Attn: Catherine Lui

T: 312 977-2200

F: 312 977-1380
	Citibank, N.A.	 	$	260,000,000	 	388 Greenwich Street

New York, NY 10013

Attn: Philippa Portnoy

T: 212 559-5812

F: 212 793-1246	 	388 Greenwich Street

New York, NY 10013

Attn: Philippa Portnoy

T: 212 559-5812

F: 212 793-1246
	Credit Lyonnais New York Branch	 	$	100,000,000	 	1301 Avenue of the Americas

New York, NY 10019

Attn: Bertrand Cousin

T: 212 261-7363

F: 212 261-7368	 	1301 Avenue of the Americas

New York, NY 10019

Attn: Bertrand Cousin

T: 212 261-7363

F: 212 261-7368
	Credit Suisse First Boston	 	$	150,000,000	 	11 Madison Avenue

New York, NY 10010

Attn: Robert Finney

T: 212 325-9038

F: 212 325-8319	 	11 Madison Avenue

New York, NY 10010

Attn: Robert Finney

T: 212 325-9038

F: 212 325-8319
	Deutsche Bank AG New York Branch	 	$	125,000,000	 	40 Kingsbridge Road

Piscataway, NJ 08854

Attn: Nelson Lugaro

T: 732 981-7439

F: 732 981-7470	 	40 Kingsbridge Road

Piscataway, NJ 08854

Attn: Nelson Lugaro

T: 732 981-7439

F: 732 981-7470
	Deutsche VerkehrsBank AG	 	$	25,000,000	 	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
	Mizuho Corporate Bank, Ltd.	 	$	50,000,000	 	Harborside Financial Center

1800 Plaza Ten, 16th Floor

Jersey City, NJ 07311

Attn: Nate Spivey

T: 201 626-9161

F: 201 626-9944	 	Harborside Financial Center

1800 Plaza Ten, 16th Floor

Jersey City, NJ 07311

Attn: Nate Spivey

T: 201 626-9161

F: 201 626-9944



11





 

	JPMorgan Chase Bank	 	$	260,000,000	 	60 Wall Street

New York, NY 10260

Attn: Bob O'sieski

T: 212 648-0342

F: 212 648-5939	 	60 Wall Street

New York, NY 10260

Attn: Bob O'sieski

T: 212 648-0342

F: 212 648-5939
	Keybank National Association	 	$	50,000,000	 	127 Public Square

Cleveland, OH 44114

Attn: Diane Cox

T: 216 689-4450

F: 216 689-4981	 	127 Public Square

Cleveland, OH 44114

Attn: Diane Cox

T: 216 689-4450

F: 216 689-4981
	Lloyds TSB Bank Plc	 	$	50,000,000	 	1251 Avenue of the Americas

39th Floor

New York, NY 10020

Attn: Patricia Kilian

T: 212 930-8914

F: 212 930-5098	 	1251 Avenue of the Americas

39th Floor

New York, NY 10020

Attn: Patricia Kilian

T: 212 930-8914

F: 212 930-5098
	Merrill Lynch Bank USA	 	$	150,000,000	 	15 W. South Temple

Suite 300

Salt Lake City, UT 84101

Attn: Derek Befus

T: 801 526-8324

F: 801 531-7470	 	15 W. South Temple

Suite 300

Salt Lake City, UT 84101

Attn: Derek Befus

T: 801 526-8324

F: 801 531-7470
	Morgan Stanley Bank	 	$	150,000,000	 	750 Seventh Avenue-11th Floor

New York, NY 10020

Attn: Joseph DiTomaso

T: 212 762-2320

F: 212 762-0346	 	750 Seventh Avenue-11th Floor

New York, NY 10020

Attn: Joseph DiTomaso

T: 212 762-2320

F: 212 762-0346
	The Northern Trust Company	 	$	25,000,000	 	801 S. Canal Street

Chicago, IL 60607

Attn: Linda Honda

T: 312 444-3532

F: 312 630-1566	 	801 S. Canal Street

Chicago, IL 60607

Attn: Linda Honda

T: 312 444-3532

F: 312 630-1566
	PNC Bank, National Association	 	$	25,000,000	 	One PNC Plaza

249 Fifth Avenue, 2nd Floor

Mailstop P1-POPP-2-3

Pittsburgh, PA 15222

Attn: Philip K. Liebscher

T: (412) 762-3202

F: (412) 762-6484	 	One PNC Plaza

249 Fifth Avenue, 2nd Floor

Mailstop P1-POPP-2-3

Pittsburgh, PA 15222

Attn: Philip K. Liebscher

T: (412) 762-3202

F: (412) 762-6484
	Riyad Bank, Houston Agency	 	$	10,000,000	 	 	 	 



12





 

	Royal Bank of Canada	 	$	25,000,000	 	Royal Bank of Canada Centre

71 Queen Victoria Street

London EC4V 4DE

Attn: Stephan Sayre

T: 44 207 653-4625

F: 44 207 329-0247	 	Royal Bank of Canada Centre

71 Queen Victoria Street

London EC4V 4DE

Attn: Stephan Sayre

T: 44 207 653-4625

F: 44 207 329-0247
	Royal Bank of Scotland	 	$	100,000,000	 	Waterhouse Square

138-142 Holborn

London England

EC1N 2TH

Attn: Andrew Waddington

T: 44 207 375-8504

F: 44 207 375-8282	 	Waterhouse Square

138-142 Holborn

London England

EC1N 2TH

Attn: Andrew Waddington

T: 44 207 375-8504

F: 44 207 375-8282
	Societe Generale	 	$	50,000,000	 	2001 Ross Avenue

Dallas, TX 75201

Attn: Deborah McNealey

T: 214 979-2762

F: 214 754-0171	 	2001 Ross Avenue

Dallas, TX 75201

Attn: Deborah McNealey

T: 214 979-2762

F: 214 754-0171
	Standard Chartered Bank	 	$	50,000,000	 	One Evertrust Plaza

Jersey City, NJ 07302

Attn: Victoria Faltine

T: 201 633-3454

F: 201 536-04478	 	One Evertrust Plaza

Jersey City, NJ 07302

Attn: Victoria Faltine

T: 201 633-3454

F: 201 536-04478
	Sumitomo Mitsui Banking Corporation	 	$	100,000,000	 	777 South Figueroa

Suite 2600

Los Angeles, CA 90017

Attn: Miriam Delgado

T: 213 955-0883

F: 213 623-6832	 	777 South Figueroa

Suite 2600

Los Angeles, CA 90017

Attn: Miriam Delgado

T: 213 955-0883

F: 213 623-6832
	UBS AG, Stamford Branch	 	$	100,000,000	 	677 Washington Blvd.

Stamford, Connecticut 06901

Attn: Marie Haddad

Banking Product Services

T: 203 719-5609

F: 203 719-3888	 	677 Washington Blvd.

Stamford, Connecticut 06901

Attn: Marie Haddad

Banking Product Services

T: 203 719-5609

F: 203 719-3888
	U.S. Bank National Association	 	$	25,000,000	 	1420 Fifth Avenue, 11th Floor

Seattle, WA 98101

Attn: James Farmer

T: 206 587-5237

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

Seattle, WA 98101

Attn: James Farmer

T: 206 587-5237

F: 206 344-3654
	Wachovia Bank, National Association	 	$	150,000,000	 	191 Peachtree Street NE

Atlanta, GA 30303

Attn: Joe Baschuite

T: 404 332-5178

F: 404 332-4136	 	191 Peachtree Street NE

Atlanta, GA 30303

Attn: Joe Baschuite

T: 404 332-5178

F: 404 332-4136
	Westpac Banking Corp.	 	$	25,000,000	 	GMO Nightshift Operations

255 Elizabeth Street, 3rd Floor

Sydney, Australia 2000

Attn: London Operations

T: 61 29 284-8241

F: 011 44 207 621-7608	 	GMO Nightshift Operations

255 Elizabeth Street, 3rd Floor

Sydney, Australia 2000

Attn: London Operations

T: 61 29 284-8241

F: 011 44 207 621-7608
	 	Total of Commitments:	 	$	3,000,000,000	 	 	 	 




13









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EXHIBIT 10.1