EXHIBIT 10.3
November 23, 2001
Boeing Capital Corporation
000 Xxxxxx Xxxxxx XX
0xx Xxxxx
Xxxxxx, XX 00000
Ladies and Gentlemen:
Reference is made to The Boeing Company 364-Day Bank Credit Agreement dated as
of November 23, 2001 among The Boeing Company ("TBC"), the lenders named
therein, JPMorgan Chase Bank, as syndication agent, Xxxxxxx Xxxxx Xxxxxx Inc.
and X.X. Xxxxxx 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 "Credit Agreement"). Capitalized
terms used in this letter that are not defined herein have the respective
meanings specified in the Credit Agreement.
This letter agreement (the "Letter Agreement") sets forth the terms and
conditions whereby TBC and Boeing Capital Corporation ("BCC") agree to designate
BCC as a Subsidiary Borrower under the Credit Agreement.
1. BCC shall have the irrevocable right to borrow up to $2,000,000,000 (the
"Maximum Amount") under the terms and conditions of the Credit Agreement.
2. TBC shall not terminate the Credit Agreement or take any other action that
would impair BCC's ability to borrow the Maximum Amount under the Credit
Agreement.
3. Notwithstanding the foregoing, TBC may take actions with regard to the
Credit Agreement (e.g., amendment, restatement, cancellation and
replacement) so long as the resulting credit support available to BCC up to
the Maximum Amount 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 rights as
a Subsidiary Borrower under the Credit Agreement that would require TBC's
consent. No written TBC approvals to BCC actions under the Credit Agreement
will be required except those written consents explicitly required by the
terms of the Credit Agreement (e.g., notice of borrowing, guaranty, and
legal opinions).
5. TBC agrees to guaranty unconditionally BCC borrowings up to the Maximum
Amount and other obligations of BCC as a Subsidiary Borrower on terms
consistent with Exhibit J to the Credit Agreement, including BCC's Notes.
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 the Credit Agreement, TBC certifies to BCC that the
Consolidated statement of financial position as of December 31, 2000 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, and since such date there has been no material adverse
change in such condition or operations that is likely to impair the ability
of TBC to repay the Advances.
Please acknowledge your agreement to the foregoing by signing in the space
indicated below.
Sincerely,
The Boeing Company
By: /s/ XXXXX X. XXXXXX
_________________________
Xxxxx X. Xxxxxx
Assistant Treasurer
Acknowledged and Agreed:
Boeing Capital Corporation
By: /s/ XXXXXXX X. XXXXXXX
_________________________
