Exhibit 10.4
November 14, 2008
Boeing Capital
Corporation
500 Naches Avenue SW
3
rd
Floor
Renton, WA 98057
Ladies and Gentlemen:
Reference is hereby made
to:
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1)
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The Boeing
Company 364-Day Credit Agreement dated as of November 14, 2008
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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1.
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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 wi
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