EXHIBIT 10.2
BORROWER SUBSIDIARY LETTER
November 23, 2001
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 364-Day Credit Agreement dated as of
November 23, 2001, among The Boeing Company, the lenders parties thereto,
JPMorgan Chase Bank, as syndication agent, Xxxxxxx Xxxxx Xxxxxx Inc. and
JPMorgan 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 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, 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 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 /s/ XXXXX X. XXXXXX
______________________
Name: Xxxxx X. Xxxxxx
Title: Assistant Treasurer
BOEING CAPITAL CORPORATION
By /s/ XXXXXXX X. XXXXXXX
_______________________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
