LETTER AGREEMENT



  
 Exhibit 10.3

 November 12, 2010 
 Boeing Capital Corporation 
 500 Naches Avenue SW 

3rd
 Floor 
 Renton, WA 98057 
 Ladies and Gentlemen: 
 Reference is hereby made to: 

 

	 	1)	The Boeing Company 364-Day Credit Agreement dated as of November 12, 2010 among The Boeing Company (“TBC”), the lenders named therein, JPMorgan Chase
Bank, N.A., as syndication agent, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as joint lead arrangers and joint book managers, and Citibank, N.A., as administrative agent for such lenders (as amended or modified from time to time,
the “364-day Credit Agreement”), and 

  

	 	2)	The Boeing Company Five-Year Credit Agreement dated as of November 16, 2007 among The Boeing Company (“TBC”), the lenders named therein, JPMorgan Chase
Bank, N.A., as syndication agent, Citigroup Global Markets Inc. and J. P. Morgan Securities Inc., as joint lead arrangers and joint book managers, and Citibank, N.A., as administrative agent for such lenders (as amended or modified from time to
time, the “5-year Credit Agreement”). 

 Capitalized terms used in this letter agreement that are not defined herein
have the respective meanings specified in the 364-day Credit Agreement or the 5-year Credit Agreement. This letter agreement (the “Letter Agreement”) sets forth terms and conditions whereby TBC and Boeing Capital Corporation
(“BCC”) agree to designate BCC as a Subsidiary Borrower under the 364-day Credit Agreement and the 5-year Credit Agreement (collectively, the “Credit Agreements”). 

 

	1.	BCC shall have the irrevocable right to borrow up to $500,000,000 (the “364-day Maximum Amount”) under the terms and conditions of the 364-day Credit
Agreement, and BCC shall have the irrevocable right to borrow up to $1,000,000,000 (the “5-year Maximum Amount,” and together with the 364-day Maximum Amount, the “Maximum Amounts”) under the terms and conditions of the 5-year
Credit Agreement. 








  

	2.	TBC shall not terminate any of the Credit Agreements or take any other action that would impair BCC’s ability to borrow the 364-day Maximum Amount or the 5-year
Maximum Amount under the Credit Agreements. 

  

	3.	Notwithstanding the foregoing, TBC may take actions with regard to the Credit Agreements (e.g., amendment, restatement, cancellation and replacement) so long as the
resulting credit support available to BCC up to the Maximum Amounts is acceptable to the nationally recognized rating agencies providing credit ratings for BCC. 


 

	4.	TBC agrees in advance to approve all BCC actions pursuant to its right as a Subsidiary Borrower under the Credit Agreements that would require TBC’s consent. No
written TBC approvals to BCC actions under the Credit Agreements will be required except those written consents explicitly required by the terms of the Credit Agreements (e.g., subsidiary borrower letter, notice of borrowing, guaranty, and legal
opinions). 

  

	5.	TBC agrees to guaranty unconditionally BCC borrowings up to the Maximum Amounts and other obligations of BCC as a Subsidiary Borrower on terms consistent with Exhibit J
to the 364-day Credit Agreement and Exhibit J to the 5-year Credit Agreement, respectively, including BCC’s Notes thereunder. 

  

	6.	TBC and BCC will promptly and duly execute and deliver such further documents and assurances and take such further actions as may from time to time be necessary to
carry out the intent and purpose of this Letter Agreement. 

  

	7.	So that BCC may make a representation in the Borrower Subsidiary Letter relating to each Credit Agreement, TBC certifies to BCC that TBC’s Consolidated statement
of financial position as of December 31, 2009 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. 

  

	8.	This Letter Agreement sets forth in full the terms of our understanding with respect to the subject matter described herein and supercedes in its entirety the Letter
Agreement, dated November 13, 2009 entered into between TBC and BCC. 

 Please acknowledge your agreement to the foregoing by
signing in the space indicated below. 

  
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	Sincerely,
	
	 The Boeing Company

		
	 By:
	 	 /s/ Ruud P. Roggekamp

		 	Ruud P. Roggekamp
		 	Assistant Treasurer
	
	 Acknowledged and Agreed:

	
	 Boeing Capital Corporation

		
	 By:
	 	 /s/ Kelvin E. Council

		 	Kelvin E. Council
		 	Vice President and Chief Financial Officer


  
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