VIOLATION OF AN AGREEMENT.
MAKE
ANY PAYMENT, OR PERMIT ANY SUBSIDIARY TO MAKE ANY PAYMENT, OF PRINCIPAL OR
INTEREST, ON ANY DEBT WHICH PAYMENT WOULD CONSTITUTE A VIOLATION OF THE TERMS OF
THIS AGREEMENT OR OF THE TERMS OF ANY INDENTURE OR AGREEMENT BINDING ON SUCH
CORPORATION OR TO WHICH SUCH CORPORATION IS A PARTY EXCEPT, IN THE CASE OF ANY
PAYMENT MADE BY A SUBSIDIARY, TO THE EXTENT SUCH PAYMENT IS NOT LIKELY TO IMPAIR
THE ABILITY OF TBC TO REPAY THE ADVANCES.
(D)
MERGER OR CONSOLIDATION.
MERGE OR
CONSOLIDATE WITH OR INTO, OR CONVEY, TRANSFER, LEASE, OR OTHERWISE DISPOSE OF
(WHETHER IN ONE TRANSACTION OR IN A SERIES OF TRANSACTIONS) ALL OR SUBSTANTIALLY
ALL OF ITS ASSETS (WHETHER NOW OWNED OR HEREAFTER ACQUIRED) TO ANY PERSON EXCEPT
THAT A BORROWER MAY MERGE OR CONSOLIDATE WITH ANY PERSON SO LONG AS SUCH
BORROWER IS THE SURVIVING CORPORATION AND NO DEFAULT HAS OCCURRED AND IS
CONTINUING OR WOULD RESULT THEREFROM, AND EXCEPT THAT ANY DIRECT OR INDIRECT
SUBSIDIARY OF TBC MAY MERGE OR CONSOLIDATE WITH OR INTO, OR DISPOSE OF ASSETS
TO, TBC OR ANY OTHER DIRECT OR INDIRECT SUBSIDIARY OF TBC, PROVIDED, IN EACH
CASE, THAT NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AT THE TIME OF
SUCH PROPOSED TRANSACTION OR WOULD RESULT THEREFROM.
(E)
MATERIAL CHANGE IN BUSINESS.
MAKE ANY
MATERIAL CHANGE IN THE NATURE OF ITS BUSINESS AS CARRIED OUT ON THE DATE HEREOF.
4.3
FINANCIAL STATEMENT TERMS.
FOR PURPOSES OF
SECTION 4.2(B), ALL CAPITALIZED TERMS NOT DEFINED IN THIS AGREEMENT SHALL HAVE
THE RESPECTIVE MEANINGS USED IN TBC'S PUBLISHED CONSOLIDATED FINANCIAL
STATEMENTS AND CALCULATED UNDER THE GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND
PRACTICES APPLIED BY TBC ON THE DATE HEREOF IN THE PREPARATION OF SUCH FINANCIAL
STATEMENTS.
HOWEVER, NOTWITHSTANDING THE FOREGOING, (A) SUCH TERMS SHALL
EXCLUDE AMOUNTS ATTRIBUTABLE TO BOEING CAPITAL SERVICES CORPORATION AND ITS
SUBSIDIARIES AND BOEING FINANCIAL CORPORATION, A DELAWARE CORPORATION; AND (B)
TOTAL CAPITAL SHALL EXCLUDE THE EFFECTS OF ANY REPURCHASE BY TBC OF ITS COMMON
STOCK AND ANY MERGER-RELATED ACCOUNTING ADJUSTMENTS WHICH ARE ATTRIBUTABLE TO
THE MERGER WITH OR ACQUISITION OF MCDONNELL DOUGLAS CORPORATION BY TBC.
4.4
WAIVERS OF COVENANTS.
THE DEPARTURE BY TBC
OR ANY SUBSIDIARY FROM THE REQUIREMENTS OF ANY OF THE PROVISIONS OF THIS
ARTICLE 4 SHALL BE PERMITTED ONLY IF SUCH DEPARTURE HAS BEEN CONSENTED TO IN
ADVANCE IN A WRITING SIGNED BY THE MAJORITY LENDERS, AND SUCH WRITING SHALL BE
EFFECTIVE AS A CONSENT ONLY TO THE SPECIFIC DEPARTURE DESCRIBED IN SUCH
WRITING.
SUCH DEPARTURE BY TBC OR ANY SUBSIDIARY WHEN PROPERLY CONSENTED TO BY
THE MAJORITY LENDERS SHALL NOT CONSTITUTE AN EVENT OF DEFAULT UNDER
SECTION 6.1(C).
ARTICLE 5
CONDITIONS PRECEDENT TO BORROWINGS AND ISSUANCES
5.1
CONDITIONS PRECEDENT TO THE INITIAL
BORROWING OR INITIAL ISSUANCE OF TBC.
THE OBLIGATION OF EACH LENDER TO MAKE ITS
INITIAL ADVANCE TO TBC AND OF EACH ISSUING BANK TO ISSUE A LETTER OF CREDIT FOR
THE ACCOUNT OF TBC ARE SUBJECT TO RECEIPT BY THE AGENT ON OR BEFORE