THE BOEING COMPANY 364-DAY CREDIT AGREEMENT

Loan Agreement

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This Loan Agreement involves

BOEING CO | AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED | BANCO BILBAO VIZCAYA ARGENTARIA SA | BANK OF AMERICA, N.A. | BANK OF NEW YORK MELLON | CALYON CORPORATE AND INVESTMENT BANK | CITIBANK, NA | CITIGROUP GLOBAL MARKETS INC | DEUTSCHE BANK AG | JP MORGAN SECURITIES INC | KEYBANK NATIONAL ASSOCIATION | MORGAN STANLEY BANK | ROYAL BANK OF SCOTLAND PLC | SUMITOMO MITSUI BANKING CORPORATION | US BANK, NATIONAL ASSOCIATION | WELLS FARGO BANK, NA | WILLIAM STREET COMMITMENT CORPORATION

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Title: THE BOEING COMPANY 364-DAY CREDIT AGREEMENT
Governing Law: Delaware Date: 11/20/2008
Industry: Aerospace and Defense Law Firm: Shearman Sterling Sector: Capital Goods

Exhibit 10.1

THE BOEING COMPANY

364-DAY

CREDIT AGREEMENT

among

THE BOEING COMPANY

for itself and on behalf of its Subsidiaries,

as a Borrower

THE LENDERS PARTY HERETO

CITIBANK, N.A.,

as Administrative Agent

JPMORGAN CHASE BANK, N.A.

as Syndication Agent

and

CITIGROUP GLOBAL MARKETS INC.

and

J.P. MORGAN SECURITIES INC.,

as Joint Lead Arrangers and Joint Book Managers

dated as of November 14, 2008

TABLE OF CONTENTS


Article and Section		Page
ARTICLE 1 DEFINITIONS

1.1	Definitions	1
1.2	Use of Defined Terms; References	10
1.3	Accounting Terms	10

ARTICLE 2 AMOUNTS AND TERMS OF THE ADVANCES

2.1	Committed Advances	10
2.2	Making Committed Advances	10
2.3	Conversion to Term Loans, Repayment	11
2.4	Interest Rate on Committed Advances	12
2.5	Bid Advances	13
2.6	Lender Assignment or Sale	16
2.7	Fees	16
2.8	Reduction of the Commitments	16
2.9	Additional Interest on Eurodollar Rate Committed Advances	17
2.10	Eurodollar Interest Rate Determination	17
2.11	Voluntary Conversion of Committed Advances	18
2.12	Prepayments	18
2.13	Increases in Costs	19
2.14	Taxes	20
2.15	Illegality	22
2.16	Payments and Computations	22
2.17	Sharing of Payments, Etc.	23
2.18	Evidence of Debt	24
2.19	Alteration of Commitments and Addition of Lenders	24
2.20	Assignments; Sales of Participations and Other Interests in Advances	26
2.21	Extension of Termination Date	28
2.22	Subsidiary Borrowers	29

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1	Representations and Warranties by the Borrowers	31

ARTICLE 4 COVENANTS OF TBC

4.1	Affirmative Covenants of TBC	33
4.2	General Negative Covenants of TBC	34
4.3	Financial Statement Terms	36
4.4	Waivers of Covenants	36


ARTICLE 5 CONDITIONS PRECEDENT TO BORROWINGS

5.1	Conditions Precedent to the Initial Borrowing of TBC	36
5.2	Conditions Precedent to Each Committed Borrowing of TBC	37
5.3	Conditions Precedent to Each Bid Borrowing of TBC	37
5.4	Conditions Precedent to the Initial Borrowing of a Subsidiary Borrower	38
5.5	Conditions Precedent to Each Committed Borrowing of a Subsidiary Borrower	39
5.6	Conditions Precedent to Each Bid Borrowing of a Subsidiary Borrower	39

ARTICLE 6 EVENTS OF DEFAULT

6.1	Events of Default	40
6.2	Lenders’ Rights upon Borrower Default	41

ARTICLE 7 THE AGENT

7.1	Authorization and Action	42
7.2	Agent’s Reliance, Etc.	42
7.3	Citibank, N.A. and its Affiliates	43
7.4	Lender Credit Decision	44
7.5	Indemnification	44
7.6	Successor Agent	44
7.7	Certain Obligations May Be Performed by Affiliates	45
7.8	Other Agents	45

ARTICLE 8 MISCELLANEOUS

8.1	Modification, Consents and Waivers	45
8.2	Notices	46
8.3	Costs, Expenses and Taxes.	47
8.4	Binding Effect	48
8.5	Severability	48
8.6	Governing Law	48
8.7	Headings	48
8.8	Execution in Counterparts	48
8.9	Right of Set-Off	49
8.10	Confidentiality	49
8.11	Agreement in Effect	49
8.12	Patriot Act Notice	49
8.13	Jurisdiction, Etc.	50
8.14	No Fiduciary Duty	50


Exhibit A-1	-	Committed Note

Exhibit A-2	-	Bid Note

Exhibit B-1	-	Notice of Committed Borrowing

Exhibit B-2	-	Notice of Bid Borrowing

Exhibit C	-	Request for Alteration

Exhibit D	-	Borrower Subsidiary Letter

Exhibit E	-	Extension Request

Exhibit F	-	Continuation Notice

Exhibit G	-	Opinion of Counsel of the Company

Exhibit H	-	Opinion of Counsel for Agent

Exhibit I	-	Opinion of in-house counsel to Subsidiary Borrower

Exhibit J	-	Guaranty of TBC

Exhibit K	-	Opinion of Counsel to TBC

Schedule I	-	Commitments

iii

CREDIT AGREEMENT

Dated as of November 14, 2008

THE BOEING COMPANY, a Delaware corporation (“ TBC ” or the “ Company ”), for itself and on behalf of the other BORROWERS (as defined below), the LENDERS (as defined below), CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC., as joint lead arrangers and joint book managers, JPMORGAN CHASE BANK, N.A., as syndication agent, and CITIBANK, N.A., in its capacity as administrative agent for the Lenders (in such capacity, the “ Agent ”), agree as follows:

ARTICLE 1

Definitions

1.1	Definitions . As used in this Agreement, the following terms have the respective meanings set out below:

“ 2007 Credit Agreement ” means the 364-Day Credit Agreement, dated as of November 16, 2007, by and among TBC, Citibank, N.A., as administrative agent, and certain other banks as lenders.

“ Advance ” means a Committed Advance or a Bid Advance.

“ Agent ” means Citibank, N.A. acting in its capacity as administrative agent for the Lenders, or any successor administrative agent appointed pursuant to Section 7.6.

“ Agent’s Account ” means the account of the Agent maintained by the Agent with Citibank, N.A., at its office at 388 Greenwich Street, New York, New York 10013, Account 36852248, Attention: Agency/Medium Term Finance, Reference: Boeing.

“ Affiliate ” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. (For purposes of this definition, the term “controls”, “controlling”, “controlled by” and “under common control with” mean, with respect to a Person, the possession, direct or indirect, of the power to vote 5% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract, or otherwise.)

“ Agreement ” means this agreement, as it may be amended or otherwise modified from time to time, and any written additions or supplements hereto.

“ Applicable Lending Office ” means, with respect to each Lender, such Lender’s Domestic Lending Office, in the case of a Base Rate Advance, and such Lender’s Eurodollar Lending Office, in the case of a Eurodollar Rate Advance, and, in the case of a Bid Advance, the office of such Lender specified by such Lender in a notice to the Agent as its Applicable Lending Office with respect to such Bid Advance.

“ Applicable Margin ” means,

(i)

with respect to Base Rate Advances on any date, the greater of (a) the Market Rate Spread minus 1.00% and (b) 0% per annum; and

(ii)

with respect to Eurodollar Rate Advances (a) for any date prior to the exercise of the Term Loan Conversion Option, the Market Rate Spread and (b) for any date on and after the exercise of the Term Loan Conversion Option, the Market Rate Spread plus 0.25%.

“ Applicable Percentage ” means, for any date, a fluctuating per annum rate equal to the then-applicable rate set forth in the pricing grid below, depending upon the rating of the long-term senior unsecured debt of TBC then in effect:


Level	Public Debt Rating: S&P, Moody’s and Fitch	Applicable Percentage
Level I	A+ by S&P, A1 by Moody’s or A+ by Fitch or above	0.060	%
Level II	less than Level I but at least A by S&P, A2 by Moody’s or A by Fitch	0.080	%
Level III	less than Level II	0.125	%

provided , however , that if the ratings from S&P, Moody’s and Fitch fall within different levels, (i) two of the ratings are at the same level and the other rating is one level higher or one level lower than the two same ratings, the Applicable Percentage will be based on the two ratings at the same level, (ii) two of the ratings are at the same level and the other rating is two or more levels above the two same ratings, the Applicable Percentage will be based on the rating that is one level above the two same ratings, (iii) two of the ratings are at the same level and the other rating is two or more levels below the two same ratings, the Applicable Percentage will be based on the rating that is one level below the two same ratings and (iv) each of the three ratings fall within different levels, then the Applicable Percentage will be determined based on the rating level that is in between the highest and the lowest ratings, and

provided further that if, at any time, no rating is available from S&P, Moody’s and Fitch or any other nationally recognized statistical rating organization designated by TBC and approved in writing by the Majority Lenders, the Applicable Percentage for each Interest Period or each other period commencing during the thirty days following such ratings becoming unavailable shall be the Applicable Percentage in effect immediately prior to such ratings becoming unavailable. Thereafter, the rating to be used until ratings from S&P, Moody’s and Fitch become available shall be as agreed between TBC and the Majority Lenders, and TBC and the Majority Lenders shall use good faith efforts to reach such agreement within such thirty-day period, provided , however , that if no such agreement is reached within such thirty-day period the Applicable Percentage thereafter, until such agreement is reached, shall be (a) if any such rating has become unavailable as a result of S&P, Moody’s or Fitch ceasing its business as a rating agency, the Applicable Percentage in effect immediately prior to such cessation or (b) otherwise, the Applicable Percentage as set forth under Level III above.

“ Available Commitments ” means, as of any date of determination, (a) the aggregate Commitments of the Lenders, as such amount may be reduced, changed or terminated in accordance with the terms of this Agreement, reduced by (b) the aggregate Advances outstanding on such date of determination.

“ Base Rate ” means the higher of (a) the rate of interest announced publicly by Citibank, N.A., in New York City, from time to time, as Citibank’s “base” rate and (b) the Federal Funds Rate plus 0.50% per annum.

“ Base Rate Advance ” means a Committed Advance which bears interest at the Base Rate.

“ Bid Advance ” means an advance by a Lender to a Borrower as part of a Bid Borrowing resulting from the auction bidding procedure described in Section 2.5, and refers to a Fixed Rate Advance or a Eurodollar Rate Bid Advance, each of which shall be a “Type” of Bid Advance.

“ Bid Borrowing ” means a borrowing consisting of simultaneous Bid Advances from each of the Lenders whose offers to make one or more Bid Advances as part of such borrowing has been accepted by a Borrower under the auction bidding procedure described in Section 2.5.

“ Bid Note ” means a promissory note of a Borrower payable to the order of a Lender, in substantially the form of Exhibit A-2, evidencing the indebtedness of that Borrower to such Lender resulting from a Bid Advance made by such Lender to such Borrower.

“ Bid Reduction ” has the meaning specified in Section 2.1(a).

“ Borrower ” means, individually and collectively, as the context requires, TBC and each Subsidiary Borrower (unless and until it becomes a “Terminated Subsidiary Borrower” pursuant to Section 2.22).

“ Borrower Subsidiary Letter ” means, with respect to any Subsidiary Borrower, a letter in the form of Exhibit D, signed by such Subsidiary Borrower and TBC.

“ Borrowing ” means a Committed Borrowing or a Bid Borrowing.

“ Business Day ” means a day of the year on which banks are not required or authorized to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advance, on which dealings are carried on in the London interbank market.

“ Commitment ” means, for each Lender, the full amount set forth opposite the name of such Lender in Schedule I or, if such Lender is a Replacement Lender or a Lender that has entered into one or more assignments pursuant to Section 2.20 or Section 2.21, the amount set forth for such Lender in the Register maintained by the Agent pursuant to Section 2.20(d), as such amount may be reduced pursuant to Section 2.3, Section 2.8 or Section 2.19 or increased pursuant to Section 2.19.

“ Commitment Fee ” has the meaning specified in Section 2.7.

“ Committed Advance ” means an advance made by a Lender to a Borrower as part of a Committed Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Committed Advance, each of which is a “Type” of Committed Advance.

“ Committed Borrowing ” means a borrowing consisting of simultaneous Committed Advances of the same Type made by each of the Lenders pursuant to Section 2.1.

“ Committed Note ” means a promissory note of a Borrower payable to the order of any Lender, in substantially the form of Exhibit A-1, evidencing the indebtedness of that Borrower to such Lender resulting from the Committed Advances made by such Lender to that Borrower.

“ Company ” means The Boeing Company, a Delaware corporation.

“ Confidential Information ” means information that a Borrower furnishes to the Agent or any Lender in a writing designated as confidential, but does not include any such information that is or becomes generally available to the public or that is or becomes available to the Agent or such Lender from a source other than a Borrower.

“ Consolidated ” refers to the consolidation of accounts in accordance with generally accepted accounting principles.

“ Consolidated Net Tangible Assets ” means the total amount of assets (less applicable reserves and other properly deductible items) after, deducting therefrom (i) all current liabilities (excluding any thereof which are by their terms extendible or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed), and (ii) all good will, trade names, trademarks, patents, unamortized debt discount and expenses and other like intangibles, all as set forth on the most recent balance sheet of the Company and its consolidated Subsidiaries and computed in accordance with generally accepted accounting principles.

“ Continuing Lender ” has the meaning specified in Section 2.21(a).

“ Convert ”, “ Conversion ” and “ Converted ” each means a conversion of Committed Advances of one Type into Committed Advances of another Type pursuant to Section 2.10, 2.11 or 2.15.

“ Debt ” of a Person means

(i)

indebtedness for borrowed money or for the deferred purchase price of property or services;

(ii)

financial obligations evidenced by bonds, debentures, notes or other similar instruments;

(iii)

financial obligations as lessee under leases which have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases; and

(iv)

obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or financial obligations of others of the kind referred to in clauses (i) through (iii) above.

“ Default ” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“ Domestic Lending Office ” means with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule I, or in the assignment or other agreement pursuant to which it became a Lender or such other office of such Lender as such Lender may from time to time specify to TBC and the Agent.

“ Effective Date ” has the meaning specified in Section 2.19(d).

“ Eligible Assignee ” means

(i)

a commercial bank organized under the laws of the United States, or any state thereof, and having a combined capital and surplus in excess of $3,000,000,000;

(ii)

a commercial bank organized under the laws of any other country which is a member of the OECD, or a political subdivision of any such country, and having a combined capital and surplus in excess of $3,000,000,000, provided that such bank is acting through a branch or agency located in either (a) the country in which it is organized or (b) another country which is also a member of the OECD or the Cayman Islands;

(iii)

the central bank of any country which is a member of the OECD;

(iv)

any Lender;

(v)

an Affiliate of any Lender; or

(vi)

any other Person approved in writing, so long as no Event of Default has occurred and is continuing, by TBC, which approval has been communicated in writing to the Agent, provided that neither TBC nor an Affiliate of TBC shall qualify as an Eligible Assignee.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time and the regulations promulgated and rulings issued thereunder.

“ Eurocurrency Liabilities ” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“ Eurodollar Lending Office ” means, with respect to any Lender, (a) the office of such Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule I (or, if no such office is specified, its Domestic Lending Office) or in the assignment or other agreement pursuant to which it became a Lender or (b) such other office of such Lender as such Lender may from time to time specify to TBC and the Agent.

“ Eurodollar Rate ” means, for an Interest Period for a Eurodollar Rate Committed Advance constituting part of a Committed Borrowing, and for the relevant period specified in the applicable Notice of Bid Borrowing for a Eurodollar Rate Bid Advance, an interest rate per annum equal to either

(a)

the rate per annum equal to the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or, if unavailable for any reason by Reuters, then by reference to another commercially available source providing quotations the British Banks Association LIBOR Rate, such as Bloomberg,) for deposits in U.S. dollars for a period substantially equal to such Interest Period (if a Committed Advance) or such relevant period specified in the applicable Notice of Bid Borrowing (if a Bid Advance), as of 11:00 a.m. (London time) two business days before the first day of such Interest Period or the first day of the relevant period specified in such Notice of Bid Borrowing; or

(b)

if the foregoing rate is unavailable for any reason, the average (rounded to the nearest whole multiple of ¹ / 16 of 1% per annum, if such average is not such a multiple) of the rates per annum offered by the principal office of each of the Reference Banks to prime banks in the London interbank market at 11:00 a.m. (London time) on deposits in U.S. dollars two Business Days before the first day of such Interest Period or the first day of such relevant period specified in the Notice of Bid Borrowing

(i)

for such Eurodollar Committed Advance, on an amount substantially equal to such Reference Bank’s Eurodollar Rate Advance constituting part of such Committed Borrowing and for a period equal to such Interest Period, or

(ii)

for such Eurodollar Rate Bid Advance, on an amount substantially equal to the amount of the Eurodollar Rate Bid Borrowing which includes such Bid Advance multiplied by a fraction equal to such Reference Bank’s ratable portion of the Commitments and for a period equal to the relevant period specified in such Notice of Bid Borrowing.

The Eurodollar Rate for any Interest Period for each Eurodollar Rate Committed Advance constituting part of the same Borrowing and for the relevant period specified in a Notice of Bid Borrowing for each Eurodollar Rate Bid Advance shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks two Business Days before the first day of such Interest Period or period, as the case may be, subject , however , to the provisions of Section 2.10.

“ Eurodollar Rate Advance ” means a Committed Advance (a “ Eurodollar Rate Committed Advance ”) or a Bid Advance (a “ Eurodollar Rate Bid Advance ”) which bears interest at a rate of interest quoted as a margin (which shall be the Applicable Margin in the case of a Committed Advance or as offered by a Lender and accepted by a Borrower in the case of a Bid Advance) over the Eurodollar Rate.

“ Eurodollar Rate Bid Borrowing ” has the meaning specified in Section 2.5(b).

“ Eurodollar Rate Reserve Percentage ” means the reserve percentage applicable to a Lender for any Interest Period for a Eurodollar Rate Advance during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Advances is determined) having a term equal to such Interest Period.

“ Event of Default ” means any of the events described in Section 6.1.

“ Extension Request ” has the meaning specified in Section 2.21.

“ Federal Funds Rate ” means, for each day during a period, an interest rate per annum equal to the weighted average of the fluctuating rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

“ Fitch ” means Fitch, Inc.

“ Fixed Rate Advance ” means an Advance made by a Lender to a Borrower as part of a Fixed Rate Borrowing.

“ Fixed Rate Borrowing ” has the meaning specified in Section 2.5(b).

“ Guaranty ” means each Guaranty Agreement executed by TBC in favor of the Agent and the Lenders, unconditionally guaranteeing the payment of all obligations of a Subsidiary Borrower hereunder and under any Notes executed or to be executed by it.

“ Indemnified Costs ” has the meaning specified in Section 7.5.

“ Indemnified Party ” has the meaning specified in Section 8.3(b).

“ Interest Period ” means, for each Eurodollar Rate Committed Advance constituting part of the same Borrowing, the period commencing on the date of such Committed Advance or the date of the Conversion of a Base Rate Advance into such a Eurodollar Rate Committed Advance and ending on the last day of the period selected by the applicable Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by such Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three, or six months (or nine months, with the consent of all Lenders funding those particular Advances), as the applicable Borrower may, upon notice received by the Agent not later than 11:00 a.m. (New York City time) on the third Business Day prior to the first day of such Interest Period, select, provided , however , that:

(i)

no Interest Period shall end on a date later than the Termination Date (or in the case of a Committed Advance which is converted to a Term Loan pursuant to Section 2.3, the Maturity Date);

(ii)

Interest Periods commencing on the same date for Committed Advances constituting part of the same Committed Borrowing shall be of the same duration; and

(iii)

whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of the Interest Period shall occur on the immediately preceding Business Day.

“ Lender ”, subject to Section 2.20, means any of the institutions that is a signatory hereto or that, pursuant to Section 2.13, 2.19, 2.20 or 2.21, becomes a “Lender” hereunder.

“ Majority Lenders ” means Lenders holding greater than 50% of the then aggregate unpaid principal amount of the Committed Advances or, if no Committed Advances are outstanding, Lenders having greater than 50% of the total Commitments.

“ Market Rate Spread ” means, at any date, TBC’s credit default swap mid-rate spread for the one-year period beginning on the most recent Reset Date for the applicable Advance (as provided by Markit Group Limited), which will be obtained by the Agent from the Markit Group Limited website, and will be reset as on each Reset Date; provided , that the Market Rate Spread shall in no event be less than a Floor or greater than a Cap equal to the then-applicable rate set forth in the pricing grid below, depending upon the rating of the long-term senior unsecured debt of TBC then in effect:


Level	Public Debt Rating: S&P, Moody’s and Fitch	Floor		Cap
Level I	A+ by S&P, A1 by Moody’s or A+ by Fitch or above	0.350	%	1.500	%
Level II	less than Level I but at least A by S&P, A2 by Moody’s or A by Fitch	0.350	%	1.500	%
Level III	less than Level II	0.500	%	2.000	%

than the two same ratings, the Market Rate Spread will be based on the two ratings at the same level, (ii) two of the ratings are at the same level and the other rating is two or more levels above the two same ratings, the Market Rate Spread will be based on the rating that is one level above the two same ratings, (iii) two of the ratings are at the same level and the other rating is two levels below the two same ratings, the Market Rate Spread will be based on the rating that is one level below the two same ratings and (iv) each of the three ratings fall within different levels, then the Market Rate Spread will be determined based on the rating level that is in between the highest and the lowest ratings,

provided further that if, at any time, no rating is available from S&P, Moody’s and Fitch or any other nationally recognized statistical rating organization designated by TBC and approved in writing by the Majority Lenders, the Market Rate Spread for each Interest Period or each other period commencing during the thirty days following such ratings becoming unavailable shall be the Market Rate Spread in effect immediately prior to such ratings becoming unavailable. Thereafter, the rating to be used until ratings from S&P, Moody’s and Fitch become available shall be as agreed between TBC and the Majority Lenders, and TBC and the Majority Lenders shall use good faith efforts to reach such agreement within such thirty-day period, provided , however , that if no such agreement is reached within such thirty-day period the Market Rate Spread thereafter, until such agreement is reached, shall be (a) if any such rating has become unavailable as a result of S&P, Moody’s or Fitch ceasing its business as a rating agency, the Market Rate Spread in effect immediately prior to such cessation or (b) otherwise, the Market Rate Spread as set forth under Level III above, and

provided , further that if, at any Reset Date, TBC’s credit default swap mid-rate spread for the one-year period beginning on such Reset Date is not available from the Markit Group Limited website, the Market Rate Spread shall be determined by reference to the applicable Cap as set forth above.

“ Maturity Date ” means the Termination Date or, if the Term Loan Conversion Option described in Section 2.3 has been exercised, the date that is the one-year anniversary of the Termination Date.

“ Moody’s ” means Moody’s Investor Services, Inc.

“ Non-Extending Lender ” has the meaning specified in Section 2.21(a).

“ Note ” means a Committed Note or a Bid Note.

“ Notice of Bid Borrowing ” has the meaning specified in Section 2.5(b).

“ Notice of Borrowing ” means a Notice of Committed Borrowing or a Notice of Bid Borrowing.

“ Notice of Committed Borrowing ” has the meaning specified in Section 2.2(a).

“ OECD ” means the Organization for Economic Cooperation and Development.

“ Person ” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“ Property, Plant and Equipment ” means any item of real property, or any interest therein, buildings, improvements and machinery.

“ Proposed Increased Commitment ” has the meaning specified in Section 2.19(c).

“ Reference Banks ” means JPMorgan Chase Bank, N.A., Citibank, N.A., Bank of America, N.A., and Deutsche Bank AG.

“ Register ” has the meaning specified in Section 2.20(d).

“ Replacement Lenders ” has the meaning specified in Section 2.21(c).

“ Request for Alteration ” means a document substantially in the form of Exhibit C, duly executed by TBC, pursuant to Section 2.19.

“ Required Assignment ” has the meaning specified in Section 2.20(a).

“ Reset Date ” means (x) for each Eurodollar Rate Advance two business days prior to the first day of each Interest Period and (y) for each Base Rate Advance the last day of each calendar month.

“ S&P ” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.

“ Subsidiary ” means any Person in which more than 50% of the Voting Stock or the interest in the capital or profits is owned by TBC, by TBC and any one or more other Subsidiaries, or by any one or more other Subsidiaries.

“ Subsidiary Borrower ” means, individually and collectively, as the context requires, each Subsidiary that is or becomes a “Borrower” in accordance with Section 2.22; in each case, unless and until it becomes a “Terminated Subsidiary Borrower”.

“ TBC ” means The Boeing Company, a Delaware corporation.

“ Term Loan ” means a term loan resulting from the conversion of Committed Advances on the Termination Date pursuant to Section 2.3.

“ Term Loan Conversion Option ” means the option under Section 2.3 for TBC to convert, as of the Termination Date, all or a part of the Committed Advances then outstanding into Term Loans.

“ Terminated Subsidiary Borrower ” means, individually and collectively, as the context requires, a Subsidiary Borrower that has ceased to be a “Borrower” in accordance with Section 2.22.

“ Termination Date ” means the earlier to occur of (i) November 13, 2009, as such date may be extended from time to time pursuant to Section 2.21, and (ii) the date of termination in whole of the Commitments pursuant to Section 2.8 or Section 6.2.

“ Total Capital ” has the meaning specified in Section 4.2(b).

“ Type ”, as to Committed Borrowings, means either Base Rate Advances or Eurodollar Rate Committed Advances and, as to Bid Borrowings, means either Fixed Rate Advances or Eurodollar Rate Bid Advances.

“ Unused Commitment ” means, with respect to each Lender, such Lender’s Commitment minus the aggregate principal amount of Committed Advances made by such Lender.

“ Voting Stock ” means, as to a corporation, all the issued and outstanding capital stock of such corporation having general voting power, under ordinary circumstances, to elect a majority of the Board of Directors of such corporation (irrespective of whether or not any capital stock of any other class or classes shall or might have voting power upon the occurrence of any contingency).

1.2

Use of Defined Terms; References . Any defined term used in the plural preceded by the definite article encompasses all members of the relevant class. Any defined term used in the singular preceded by “a”, “an” or “any” indicates any number of the members of the relevant class. All references in this Agreement to a Section, Article, Schedule or Exhibit are to a Section, Article, Schedule or Exhibit of or to this Agreement, unless otherwise indicated.

1.3	Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the audited financial statements referred to in Section 3.1(e).

ARTICLE 2

Amounts and Terms of the Advances

2.1	Committed Advances .

(a)

Obligation to Make Committed Advances . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Committed Advances to the Borrowers from time to time on any Business Day during the period from the date hereof until the Termination Date in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided that the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the Bid Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Commitments (such deemed use of the aggregate amount of the Commitments being a “ Bid Reduction ”).

(b)	Amount of Committed Advances . Each Committed Borrowing shall be in an aggregate amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.

(c)

Type of Committed Advances . Each Committed Borrowing shall consist of Committed Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, the Borrowers may from time to time borrow, prepay pursuant to Section 2.12, and reborrow under this Section 2.1 and Section 2.2.

2.2	Making Committed Advances .

(a)

Notice of Committed Borrowing . Each Committed Borrowing shall be made on notice, given by a Borrower to the Agent not later than 11:00 a.m. (New York City time) on the day of the proposed Committed Borrowing in the case of a Base Rate Borrowing and on the third Business Day prior to the date of the proposed Committed Borrowing in the case of a Eurodollar Rate Borrowing (a “ Notice of Committed Borrowing ”). Each such Notice of Committed Borrowing shall be in substantially the form of Exhibit B-l, specifying the requested

(i)

date of such Committed Borrowing,

(ii)

Type of Committed Advances constituting such Committed Borrowing,

(iii)

aggregate amount of such Committed Borrowing, and

(iv)

in the case of a Committed Borrowing composed of Eurodollar Rate Advances, the initial Interest Period for each such Committed Advance, which Interest Period may be 1, 2, 3 or 6 months, at the option of the Borrower, or, if acceptable to all the Lenders, 9 months.

Every Notice of Committed Borrowing given by a Subsidiary Borrower must be countersigned by an authorized representative of TBC, in order to evidence the consent of TBC, in its sole discretion, to that proposed Committed Borrowing. Upon receipt of a Notice of Committed Borrowing, the Agent shall promptly give notice to each Lender thereof.

(b)

Funding Committed Advances . Each Lender shall, before 1:00 p.m. (New York City time) on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of such Committed Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 5, the Agent will make such funds available to the relevant Borrower at an account specified by such Borrower.

(c)

Irrevocable Notice . Each Notice of Committed Borrowing shall be irrevocable and binding. In the case of any Committed Borrowing that the related Notice of Committed Borrowing specifies is to be composed of Eurodollar Rate Advances, the Borrower requesting such Committed Borrowing shall indemnify each Lender against any loss, cost or expense incurred by such Lender on account of any failure to fulfill on or before the date specified for such Committed Borrowing in such Notice of Committed Borrowing the applicable conditions set forth in Article 5, including, without limitation, any loss (but excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Committed Advance to be made by such Lender as part of such Committed Borrowing when such Committed Advance, as a result of such failure, is not made on such date.

(d)

Lender’s Ratable Portion . Unless the Agent has received notice from a Lender prior to 1:00 p.m. (New York City time) on the day of any Committed Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Committed Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Committed Borrowing in accordance with subsection (b) of this Section 2.2 and the Agent may, in reliance upon such assumption, make available to the requesting Borrower on such date a corresponding amount. If and to the extent that a Lender has not so made such ratable portion available to the Agent, such Lender and such Borrower shall severally repay to the Agent forthwith on demand an amount that in the aggregate equals such corresponding amount together with interest thereon for each day from the date such amount is made available by the Agent to such Borrower until the date such amount is repaid to the Agent, at

(i)

in the case of such Borrower, the interest rate applicable at the time to Committed Advances constituting such Committed Borrowing, and

(ii)

in the case of such Lender, the Federal Funds Rate.

If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Committed Advance as part of such Committed Borrowing for purposes of this Agreement.

(e)

Independent Lender Obligations . The failure of any Lender to make the Committed Advance to be made by it as part of any Committed Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Committed Advance on the date of such Committed Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Committed Advance to be made by such other Lender on the date of any Committed Borrowing.

2.3	Conversion to Term Loans, Repayment . The Borrowers shall, subject to the next succeeding sentence, repay to the Agent for the ratable account of the Lenders on the Termination Date the aggregate principal amount of the Committed Advances then outstanding. TBC may, upon notice

given to the Agent not later than 11:00 a.m. (New York City time) on the second Business Day prior to the Termination Date, convert all or a part of the unpaid principal amount of the Committed Advances outstanding as of the Termination Date into Term Loans. If this Term Loan Conversion Option is exercised, then, on the Termination Date, immediately prior to the time when the unpaid principal amount of the Committed Advances would otherwise be due, the Committed Advances shall automatically convert into Term Loans which the respective Borrowers shall repay to the Agent for the ratable accounts of the Lenders on the Maturity Date. The amounts so converted shall be treated for all purposes of this Agreement as Committed Advances except that after the Termination Date:

(i)

the Borrowers may not make any additional borrowings;

(ii)

any amounts paid or prepaid may not be reborrowed;

(iii)

the amount of each Lender’s Commitment shall be equal at all times to the principal amount of the Term Loans payable to such Lender from time to time;

(iv)

the provisions of Section 2.19 shall not be effective; and

(v)

no Commitment Fees shall accrue or be payable after the Termination Date.

2.4	Interest Rate on Committed Advances . Each Borrower shall pay interest on the unpaid principal amount of each of its Committed Advances from the date of such Committed Advance until such principal amount is paid in full, at the following rates per annum:

(i)

during each period in which such Committed Advance is a Base Rate Advance, at a rate per annum equal at all times to the Base Rate in effect from time to time plus the Applicable Margin, payable quarterly in arrears on the first day of each January, April, July and October and on (x) the Termination Date, or (y) if TBC has exercised the Term Loan Conversion Option, the Maturity Date, and

(ii)

during each period in which such Committed Advance is a Eurodollar Rate Advance, at a rate per annum equal at all times during each relevant Interest Period for such Committed Advance to the Eurodollar Rate for such Interest Period plus the Applicable Margin, payable on the last day of each such Interest Period, and if such Interest Period has a duration of more than three months, quarterly on each day during such Interest Period that is three months from either (A) the first day of such Interest Period or (B) the last such interest payment date and on the date such Committed Advance is Converted or paid in full;

provided that in the event and during the continuance of an Event of Default (x) the Applicable Margin shall immediately increase by 1.0% above the Applicable Margin then in effect, and, in the case of a Eurodollar Rate Advance, such Advance shall automatically convert to a Base Rate Advance at the end of the Interest Period then in effect for such Eurodollar Rate Advance and (y) to the fullest extent permitted by law, the Borrower shall pay interest on the amount of any interest, fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 1% above the Base Rate.

2.5	Bid Advances .

(a)

Bid Advances Impact on Commitments . The Borrowers may make Bid Borrowings from time to time on any Business Day during the period from the date hereof until the Termination Date in the manner set forth below, provided that, following the making of each Bid Borrowing, the aggregate amount of the Advances then outstanding shall not exceed the aggregate amount of the Commitments of the Lenders (computed without regard to the Bid Reduction). As provided in Section 2.1 above, the aggregate amount of the Commitments of the Lenders shall be deemed used from time to time to the extent of the aggregate amount of the Bid Advances then outstanding, and such deemed use of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their respective Commitments; provided , however , that any Lender’s Bid Advances shall not otherwise reduce that Lender’s obligation to lend its pro rata share of the remaining Available Commitments.

(b)	Notice of Bid Borrowing . Any Borrower may request a Bid Borrowing by delivering to the Agent a notice of a Bid Borrowing (a “ Notice of Bid Borrowing ”), in substantially the form of Exhibit B-2, specifying the following:

(i)

the date and aggregate amount of the proposed Bid Borrowing,

(ii)

the maturity date for repayment of each Bid Advance to be made as part of such Bid Borrowing, which maturity date

(A)

may not be later than 5 Business Days prior to the Termination Date, but may otherwise be 7 days or more from the date of such requested Bid Advance if the Borrower specifies in the Notice of Bid Borrowing that the rates of interest to be offered by the Lenders will be fixed rates per annum (a “ Fixed Rate Borrowing ”), and

(B)

shall be either 1, 2, 3, 6 or 9 months from the date of such Bid Borrowing if the Borrower specifies in the Notice of Bid Borrowing that such Bid Borrowing is to consist of Eurodollar Rate Bid Advances (a “ Eurodollar Rate Bid Borrowing ”),

(iii)

the interest payment date or dates relating thereto, and

(iv)

any other terms to be applicable to such Bid Borrowing.

A Borrower requesting a Bid Borrowing shall deliver a Notice of Bid Borrowing to the Agent not later than 11:00 a.m. (New York City time) (A) at least one Business Day prior to the date of the proposed Bid Borrowing if the proposed Bid Borrowing is to be a Fixed Rate Borrowing, and (B) at least four Business Days prior to the date of the proposed Bid Borrowing, if the proposed Bid Borrowing is to be a Eurodollar Rate Bid Borrowing. Every Notice of Bid Borrowing given by a Subsidiary Borrower must be countersigned by an authorized representative of TBC, in order to evidence the consent of TBC, in its sole discretion, to that proposed Bid Borrowing. The Agent shall in turn promptly notify each Lender of each request for a Bid Borrowing by sending such Lender a copy of the related Notice of Bid Borrowing.

(c)

Discretion as to Bid Advances . Each Lender may, in its sole discretion, elect to irrevocably offer to make one or more Bid Advances to the applicable Borrower as part of such proposed Bid Borrowing at a rate or rates of interest specified by such Lender in its sole discretion (each such rate of interest to be a fixed rate if the Borrower requested Fixed Rate Advances or a margin over the Eurodollar Rate if the Borrower requested Eurodollar Rate Bid Advances), by notifying the Agent (which shall give prompt notice thereof to the Company and such Borrower), before 10:00 a.m. (New York City time) (A) on the date of such proposed Bid Borrowing, if the proposed Bid Borrowing is to be a Fixed Rate Borrowing and (B) three Business Days before the date of such proposed Bid Borrowing, in the case of a Notice of Bid Borrowing is to be a Eurodollar Rate Bid Borrowing. In such notice the Lender shall specify the following:

(i)

the minimum amount and maximum amount of each Bid Advance which such Lender would be willing to make as part of such proposed Bid Borrowing (which amounts may, subject to the first proviso in this Section 2.5(a), exceed such Lender’s Commitment),

(ii)

the rate or rates of interest therefor (specified as stated in this paragraph (c)), and

(iii)

such Lender’s Applicable Lending Office with respect to such Bid Advance;

provided that if the Agent in its capacity as a Lender, in its sole discretion, elects to make any such offer, it shall notify such Borrower and the Company of such offer before 9:30 a.m. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If, by 10:00 a.m. (New York City time) on the date on which notice of a Lender’s election under this Section 2.5(c) is to be made, the Agent fails to receive, at its address specified in Section 8.2, a notice from a Lender provided for in this Section 2.5(c), the Agent may conclusively presume that such Lender has elected not to offer to make any Bid Advances to such Borrower with respect to the related Notice of Bid Borrowing.

(d)

Borrower Selection of Lender Bids . The Borrower proposing the Bid Borrowing shall, in turn, (A) before 11:00 a.m. (New York City time) on the date of such proposed Bid Borrowing, in the case of a proposed Bid Borrowing to be a Fixed Rate Borrowing, and (B) before 12:00 noon (New York City time) three Business Days before the date of such proposed Bid Borrowing, in the case of a proposed Bid Borrowing to be a Eurodollar Rate Bid Borrowing, either:

(i)

cancel such Bid Borrowing by giving the Agent notice to that effect, or

(ii)

accept, in its sole discretion, one or more of the offers made by a Lender or Lenders pursuant to Section 2.5(c), by giving notice to the Agent of the amount of each Bid Advance (which amount shall be equal to or greater than the minimum amount and equal to or less than the maximum amount, notified to such Borrower by the Agent on behalf of such Lender for such Bid Advance pursuant to Section 2.5(c)) to be made by each Lender as part of such Bid Borrowing, and reject any remaining offers made by Lenders pursuant to Section 2.5(c) by giving the Agent notice to that effect; provided that offers will be accepted, if at all, in order of lowest to highest interest rates, and, if two or more Lenders bid at the same rate, the Bid Borrowing with respect to such rate will be allocated among such Lenders in proportion to the amount bid by each such Lender.

If the Borrower proposing the Bid Borrowing notifies the Agent that such Bid Borrowing is canceled pursuant to Section 2.5(d)(i), the Agent shall give prompt notice thereof to the Lenders and such Bid Borrowing shall not be made.

(e)	Bid Borrowing . If the Borrower proposing the Bid Borrowing accepts one or more of the offers made by a Lender or Lenders pursuant to Section 2.5(d)(ii), the Agent shall in turn promptly

(i)

notify each Lender that has made an offer as described in Section 2.5(c), of the date and aggregate amount of such Bid Borrowing and whether or not any offer or offers made by such Lender pursuant to Section 2.5(c) have been accepted by such Borrower,

(ii)

notify each Lender that is to make a Bid Advance, as part of such Bid Borrowing, of the amount of each Bid Advance to be made by such Lender as part of such Bid Borrowing, and

(iii)

upon satisfaction of the conditions set forth in 5.3 or 5.6, as applicable, notify each Lender that is to make a Bid Advance as part of such Bid Borrowing that the applicable conditions set forth in Article 5 appear to have been satisfied.

When each Lender that is to make a Bid Advance as part of such Bid Borrowing has received notice from the Agent pursuant to clause (iii) of the preceding sentence, such Lender shall, before 1:00 p.m. (New York City time) on the date of such Bid Borrowing specified in the notice received from the Agent pursuant to clause (i) of the preceding sentence, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account such Lender’s portion of such Bid Borrowing, in same day funds. Upon fulfillment of the applicable conditions set forth in Article 5 and after receipt by the Agent of such funds, the Agent will make such funds available to the relevant Borrower at an account specified by such Borrower. Promptly after each Bid Borrowing the Agent shall notify each Lender of the amount of the Bid Borrowing, the consequent Bid Reduction, and the dates upon which such Bid Reduction commenced and will terminate.

(f)

If the Borrower proposing such Bid Borrowing notifies the Agent pursuant to Section 2.5(d)(ii) above that it accepts one or more of the offers made by any Lender or Lenders, such notice of acceptance shall be irrevocable and binding on such Borrower. Such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in the related Notice of Bid Borrowing for such Bid Borrowing the applicable conditions set forth in Article 5, including, without limitation, any loss (but excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Bid Advance to be made by such Lender as part of such Bid Borrowing when such Bid Advance, as a result of such failure, is not made on such date.

(g)

Amount of Bid Borrowings . Each Notice of Bid Borrowing shall request an aggregate amount of Bid Advances not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, provided that a Borrower may accept offers aggregating less than $10,000,000 and offers which are not an integral multiple of $1,000,000, and provided further that, as provided in Section 2.5(a), following the making of each Bid Borrowing, the aggregate amount of the Advances then outstanding shall not exceed the aggregate amount of the Commitments of the Lenders (computed without regard to the Bid Reduction). Within the limits and on the conditions set forth in this Section 2.5, the Borrowers may from time to time borrow under this Section 2.5, repay pursuant to Section 2.5(g), and reborrow under this Section 2.5, provided that a Bid Borrowing shall not be made within three Business Days of the date of any other Bid Borrowing.

(h)

Repayment of Bid Advances . On the maturity date of each Bid Advance specified by the relevant Borrower for repayment of such Bid Advance in the related Notice of Bid Borrowing, the Borrower shall repay to the Agent for the account of the Lender which has made such Bid Advance the then unpaid principal amount of such Bid Advance. The Borrowers shall have no right to prepay any principal amount of any Bid Advance without the consent of the Lender which extended such Bid Advance.

(i)

Interest on Bid Advances; Bid Notes . The relevant Borrower shall pay interest on the unpaid principal amount of each Bid Advance, from the date of such Bid Advance to the date the principal amount of such Bid Advance is repaid in full, at the fixed rate of interest specified by the Lender making such Fixed Rate Advance in its notice with respect thereto delivered pursuant to Section 2.5(c) or, in the case of a Eurodollar Rate Bid Advance, the margin specified by the Lender making such Bid Advance in its notice with respect thereto plus the Eurodollar Rate determined with respect to such Bid Borrowing pursuant to Section 2.10, payable on the interest payment date or dates specified by the Borrower for such Bid Advance in the related Notice of

Bid Borrowing. Upon the occurrence and during the continuance of an Event of Default, the applicable Borrower shall pay interest on the amount of unpaid principal of and interest on each Bid Advance owing to a Lender, payable in arrears on the date or dates interest is payable thereon, at a rate per annum equal at all times to 1% per annum above the rate per annum required to be paid on such Bid Advance under the terms of the Bid Note evidencing such Bid Advance unless otherwise agreed in such Bid Note. The indebtedness of the applicable Borrower resulting from each Bid Advance made to the Borrower as part of a Bid Borrowing shall be evidenced by a separate Bid Note of such Borrower payable to the order of the Lender making such Bid Advance, which Bid Note shall be returned to the Borrower upon payment in full of such Bid Advance.

2.6

Lender Assignment or Sale . Any Lender may, without the prior written consent of the Borrowers, sell or assign all or any part of such Lender’s rights in any or all of the Bid Advances made by such Lender or in the Bid Notes in connection with such Bid Advances as a participation, provided , however , that

(i)

any such sale or assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the Advances or the Notes under the blue sky laws of any state, and the selling or assigning Lender shall otherwise comply with all federal and state securities laws applicable to such transaction,

(ii)

no purchaser or assignee in such a transaction shall thereby become a “Lender” for any purpose under this Agreement,

(iii)

such Lender’s obligations under this Agreement (including, without limitation, its Commitment to the Borrowers) shall remain unchanged,

(iv)

such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and

(v)

the Borrowers, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

2.7

Fees . TBC agrees to pay to the Agent for the account of each Lender a commitment fee (“ Commitment Fee ”) on such Lender’s Unused Commitment. The Commitment Fee shall be payable for the periods from the date hereof in the case of each Lender named in Schedule I, and from the effective date on which any other Lender becomes party hereto, until the Termination Date (or such earlier date on which such Lender ceases to be a party hereto) at the rate per annum equal to the Applicable Percentage in effect from time to time. Commitment Fees shall be payable in arrears on each January 1, April 1, July 1 and October 1 during the term of this Agreement until and on the Termination Date. The amount of the Commitment Fee payable on January 1, 2009 and on the Termination Date shall be prorated based on the actual number of days elapsed either since the date hereof (in the case of the January 1, 2009 payment) or since the date on which the last payment in respect of the Commitment Fee was made (in the case of the payment made on the Termination Date).

2.8	Reduction of the Commitments .

(a)

Optional Reductions . TBC shall have the right, upon at least 3 Business Days’ notice to the Agent, to permanently terminate in whole or permanently reduce ratably in part the unused portions of the Commitments, provided that each partial reduction shall be in a minimum amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof, and provided further that the aggregate amount of the Commitments shall not be reduced to an amount which is less than the aggregate principal amount of the Bid Advances then outstanding.

(b)

Mandatory Reduction . At the close of business on the Termination Date, the aggregate Commitments shall be automatically and permanently reduced, on a pro rata basis, by an amount equal to the amount by which the aggregate Commitments immediately prior to giving effect to such reduction exceed the aggregate unpaid principal amount of the Committed Advances then outstanding.

2.9

Additional Interest on Eurodollar Rate Committed Advances . Each Borrower shall pay to each Lender, so long as such Lender is required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Eurodollar Rate Committed Advance of such Lender to such Borrower, from the date of such Committed Advance until such principal amount is paid in full, at an interest rate per annum for each Interest Period equal to the remainder obtained by subtracting (i) the Eurodollar Rate for such Interest Period for such Committed Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable on such Committed Advance. Such additional interest shall be determined by such Lender and notified to the relevant Borrowers through the Agent.

2.10	Eurodollar Interest Rate Determination .

(a)	Methods to Determine Eurodollar Rate . The Agent shall determine the Eurodollar Rate for each Eurodollar Rate Advance by using the methods described in the definition of the term “Eurodollar Rate,” and shall give prompt notice to the relevant Borrowers and the Lenders of each such Eurodollar Rate.

(b)

Role of Reference Banks . In the event the Eurodollar Rate cannot be determined by the first method described in the definition of “Eurodollar Rate,” each Reference Bank shall furnish to the Agent timely information for the purpose of determining the Eurodollar Rate in accordance with the second method described therein. If any one or more of the Reference Banks does not furnish such timely information to the Agent for the purpose of determining a Eurodollar Rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. In the event the rate cannot be determined by either of the methods described in the definition of “Eurodollar Rate,” then:

(i)

the Agent shall forthwith notify the Borrowers and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,

(ii)

each such Advance, if a Committed Advance, will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if the Borrower was attempting to Convert a Base Rate Advance into a Eurodollar Rate Committed Advance, such Advance will continue as a Base Rate Advance), and

(iii)

the obligation of the Lenders to make Eurodollar Rate Bid Advances, or to make, or to Convert Base Rate Advances into, Eurodollar Rate Committed Advances shall be suspended until the Agent notifies the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

(c)	Inadequate Eurodollar Rate . If, with respect to any Eurodollar Rate Committed Advances, the Majority Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such

Committed Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Committed Advances for such Interest Period, the Agent shall forthwith so notify the relevant Borrowers and the Lenders, whereupon

(i)

each such Eurodollar Rate Committed Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and

(ii)

the obligation of the Lenders to make, or to Convert Base Rate Advances into, Eurodollar Rate Committed Advances shall be suspended until the Agent notifies the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

(d)

Absence of an Interest Period on a Eurodollar Rate Committed Advance . If a Borrower fails to select the duration of an Interest Period for a Eurodollar Rate Committed Advance in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1, the Agent will forthwith so notify the Borrower and the Lenders and such Committed Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.

2.11

Voluntary Conversion of Committed Advances . Subject to the provisions of Sections 2.10 and 2.15, any Borrower may Convert all such Borrower’s Committed Advances of one Type constituting the same Committed Borrowing into Advances of the other Type on any Business Day, upon notice given to the Agent not later than 11:00 a.m. (New York City time) on the third Business Day prior to the date of the proposed Conversion; provided , however , that the Conversion of a Eurodollar Rate Committed Advance into a Base Rate Advance may be made on, and only on, the last day of an Interest Period for such Eurodollar Rate Committed Advance. Each such notice of a Conversion shall, within the restrictions specified above, specify

(i)

the date of such Conversion,

(ii)

the Committed Advances to be Converted, and

(iii)

if such Conversion is into Eurodollar Rate Committed Advances, the duration of the Interest Period for each such Committed Advance.

2.12

Prepayments . Any Borrower shall have the right at any time and from time to time, upon prior written notice from such Borrower to the Agent, to prepay its outstanding principal obligations with respect to its Committed Advances in whole or ratably in part (except as provided in Section 2.15 or 2.19), provided that every notice of prepayment given by a Subsidiary Borrower must be countersigned by an authorized representative of TBC, in order to evidence the consent of TBC, in its sole discretion, to that prepayment. Such prepaying Borrower may be obligated to make certain prepayments of obligations with respect to one or more Committed Advances subject to and in accordance with this Section 2.12.

(a)

Base Rate Borrowings Prepayments . With respect to Base Rate Borrowings, such prepayment shall be without premium or penalty, upon notice given to the Agent, and shall be made not later than 11:00 a.m. (New York City time) on the date of such prepayment. The Borrower shall designate in such notice the amount and date of such prepayment. Accrued interest on the amount so prepaid shall be payable on the first Business Day of the calendar quarter next following the prepayment. The minimum amount of Base Rate Borrowings which may be prepaid on any occasion shall be $10,000,000 or an integral multiple of $1,000,000 in excess thereof or, if less, the total amount of Base Rate Advances then outstanding for that Borrower.

(b)

Eurodollar Rate Committed Borrowings Prepayments . With respect to Eurodollar Rate Committed Borrowings, such prepayment shall be made on at least 3 Business Days’ prior written notice to the Agent not later than 11:00 a.m. (New York City time), and if such notice is given the applicable Borrower shall prepay the outstanding principal amount of the Committed Advances constituting part of the same Committed Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid. The minimum amount of Eurodollar Rate Committed Borrowings which may be prepaid on any occasion shall be $10,000,000 or an integral multiple of $1,000,000 in excess thereof or, if less, the total amount of Eurodollar Rate Committed Advances then outstanding for that Borrower.

(c)

Additional Prepayment Payments . The prepaying Borrower shall, on the date of the prepayment of any Eurodollar Rate Committed Advances, pay to the Agent for the account of each Lender interest accrued to such date of prepayment on the principal amount prepaid plus, in the case only of a prepayment on any date which is not the last day of an applicable Eurodollar Interest Period, any amounts which may be required to compensate such Lender for any losses or out-of-pocket costs or expenses (including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds, but excluding loss of anticipated profits) incurred by such Lender as a result of such prepayment, provided that such Lender shall exercise reasonable efforts to minimize any such losses, costs and expenses.

(d)

Eurodollar Rate Committed Advance Prepayment Expense . If, due to the acceleration of any of the Committed Advances pursuant to Section 6.2(b), an assignment, repayment or prepayment under Section 2.19, 2.20 or 2.21 or otherwise, any Lender receives payment of its portion of, or is subject to any Conversion from, any Eurodollar Rate Committed Advance on any day other than the last day of an Interest Period with respect to such Committed Advance, the relevant Borrowers shall pay to the Agent for the account of such Lender any amounts which may be payable to such Lender by such Borrower by reason of payment on such day as provided in Section 2.12(c).

2.13	Increases in Costs .

(a)	Costs from Law or Authorities . If, due to either

(1)

the introduction of, or any change (other than, in the case of Eurodollar Rate Borrowings, a change by way of imposition or an increase of reserve requirements described in Section 2.9) in, or new interpretation of, any law or regulation effective at any time and from time to time on or after the date hereof, or

(2)

the compliance with any guideline or the request from or by any central bank or other governmental authority (whether or not having the force of law),

there is an increase in the cost incurred by a Lender in agreeing to make or making, funding or maintaining any Eurodollar Rate Committed Advance or Eurodollar Rate Bid Advance then or at any time thereafter outstanding (excluding for purposes of this Section 2.13 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office (or any political subdivision thereof), then TBC shall from time to time, upon demand of such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender such amounts as are required to compensate such Lender for such increased cost, provided that such Lender shall exercise reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize any such increased cost and provided further that the Borrowers shall not be required to pay any such compensation with

respect to any period prior to the 90th day before the date of any such demand, unless such introduction, change, compliance or request shall have retroactive effect to a date prior to such 90 ^th day. A certificate as to the amount of such increase in cost, submitted to the relevant Borrowers and the Agent by such Lender, shall be conclusive and binding for all purposes under this Section 2.13(a), absent manifest error.

(b)

Increased Capital Requirements . If any Lender determines that compliance with any law or regulation or any guidelines or request from any central bank or other governmental authority (whether or not having the force of law) which is enacted, adopted or issued at any time and from time to time after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Lender (or any corporation controlling such Lender) and that the amount of such capital is increased by or based upon the existence of such Lender’s Commitment and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrowers shall immediately pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment, provided that such Lender shall exercise reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize any such compensation payable by the Borrowers hereunder and provided further that the Borrowers shall not be required to pay any such compensation with respect to any period prior to the 90th day before the date of any such demand, unless such introduction, change, compliance or request shall have retroactive effect to a date prior to such 90 ^th day. A certificate as to such amounts submitted to the relevant Borrowers and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

(c)

Borrower Rights Upon Cost Increases . Upon receipt of notice from any Lender claiming compensation pursuant to this Section 2.13 or Section 2.14 and as long as no Default has occurred and is continuing, TBC shall have the right, on or before the 30th day after the date of receipt of any such notice,

(i)

to arrange for one or more Lenders or other commercial banks to assume the Commitment of such Lender; subject, however, to payment to the Agent by the assignor or the assignee of a processing and recording fee of $3,500, in the event the assuming lender is not a Lender; or

(ii)

to arrange for the Commitment of such Lender to be terminated and all Committed Advances owed to such Lender to be prepaid;

and, in either case, subject to payment in full of all principal, accrued and unpaid interest, fees and other amounts payable under this Agreement and then owing to such Lender immediately prior to the assignment or termination of the Commitment of such Lender.

2.14	Taxes .

(a)

Exclusion and Inclusion of Taxes . Any and all payments by each Borrower hereunder or with respect to any Advances or under any Notes shall be made, in accordance with Section 2.16, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding , in the case of each Lender and the Agent, taxes that are imposed on its overall net income by the United States and taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof) by the state or foreign jurisdiction under the laws of which such Lender or the Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender,

taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof) by the state or foreign jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or with respect to any Advances or under any Notes, hereinafter referred to as “ Taxes ”). If any Borrower shall be required by law to deduct any Taxes from or in respect to any sum payable hereunder or with respect to any Advances or under any Note to any Lender or the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14) such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b)	Payment of Othe

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