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Exhibit 10.3
November 16, 2007
Boeing Capital Corporation
500 Naches Avenue SW
3 rd Floor
Renton, WA 98055
Ladies and Gentlemen:
Reference is hereby made to:
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The Boeing Company
364-Day 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 “364-day Credit Agreement”),
and
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2) |
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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”).
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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”).
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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 a
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