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EXHIBIT 10.4    
  


November 4,
2002 


To
each of the Lenders

parties to the Credit Agreement

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

as Agent for such Lenders 


Ladies
and Gentlemen: 


        Reference
is made to the Five-Year Credit Agreement dated as of September 27, 2000 among The Boeing Company, the lenders parties thereto, The Chase Manhattan Bank, as
syndication agent, Salomon Smith Barney Inc. and Chase Securities, Inc., as joint lead arrangers and joint book managers, and Citibank, N.A., as Agent for such lenders (as amended or
modified from time to time, the "Credit Agreement"). Capitalized terms used in this letter that are not defined herein have the respective meanings
specified in the Credit Agreement. 


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


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



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


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


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


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



        (e)  The
Consolidated statement of financial position as of December 31, 1999 and the related Consolidated statement of earnings and retained earnings for the year
then ended (copies of which have been furnished to each Lender) correctly set forth the Consolidated financial condition of the Company and its Subsidiaries as of such date and the result of the
Consolidated operations for such year. 






 




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



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



	 	 	Very truly yours,
	

 	
 	

THE BOEING COMPANY
	

 	
 	

By	
 	

 	

 
	 	 	 	 	

	 	 	 	 	Name:	David A. Dohnalek
	 	 	 	 	Title:	Assistant Treasurer
	

 	
 	

BOEING CAPITAL CORPORATION
	

 	
 	

By	
 	

 	

 
	 	 	 	 	

	 	 	 	 	Name:	John F. Rosenthal
	 	 	 	 	Title:	Treasurer




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EXHIBIT 10.4