Exhibit 10.3
November 14, 2008
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 Five-Year
Credit Agreement dated as of November 16, 2007 among The
Boeing Company, the lenders parties thereto, 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 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 provision of the charter or
by-laws of the Subsidiary Borrower, and do not contravene any law
or any contractual restriction binding on th
