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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,
as Syndication Agent
and
SALOMON SMITH BARNEY INC.
and
JPMORGAN SECURITIES, INC.,
as Joint Lead Arrangers and Joint Book Managers
dated as of November 23, 2001
{PAGE}
TABLE OF CONTENTS
Article and Section Page
Article 1 Definitions
1.1 Definitions............................................................4
1.2 Use of Defined Terms; References......................................13
1.3 Accounting Terms......................................................13
Article 2 Amounts and Terms of the Advances
2.1 Committed Advances....................................................13
2.2 Making Committed Advances.............................................13
2.3 Conversion to Term Loans, Repayment...................................15
2.4 Interest Rate on Committed Advances...................................15
2.5 Bid Advances..........................................................16
2.6 Lender Assignment or Sale.............................................19
2.7 Fees19
2.8 Reduction of the Commitments..........................................20
2.9 Additional Interest on Eurodollar Rate Committed Advances.............20
2.10 Eurodollar Interest Rate Determination................................20
2.11 Voluntary Conversion of Committed Advances............................21
2.12 Prepayments...........................................................21
2.13 Increases in Costs....................................................22
2.14 Taxes.................................................................23
2.15 Illegality............................................................25
2.16 Payments and Computations.............................................26
2.17 Sharing of Payments, Etc..............................................26
2.18 Evidence of Debt......................................................27
2.19 Alteration of Commitments and Addition of Lenders.....................27
2.20 Assignments; Sales of Participations and Other Interests in Advances..29
2.21 Extension of Termination Date.........................................31
2.22 Subsidiary Borrowers..................................................32
Article 3 Representations and Warranties
3.1 Representations and Warranties by the Borrowers.......................34
Article 4 Covenants of TBC
4.1 Affirmative Covenants of TBC..........................................35
4.2 General Negative Covenants of TBC.....................................36
4.3 Financial Statement Terms.............................................38
4.4 Waivers of Covenants..................................................38
Article 5 Conditions Precedent to Borrowings
5.1 Conditions Precedent to the Initial Borrowing of TBC..................38
5.2 Conditions Precedent to Each Committed Borrowing of TBC...............39
5.3 Conditions Precedent to Each Bid Borrowing of TBC.....................39
5.4 Conditions Precedent to the Initial Borrowing of a Subsidiary
Borrower..............................................................40
5.5 Conditions Precedent to Each Committed Borrowing of a Subsidiary
Borrower..............................................................41
5.6 Conditions Precedent to Each Bid Borrowing of a Subsidiary Borrower...41
Article 6 Events of Default
6.1 Events of Default.....................................................42
6.2 Lenders' Rights upon Borrower Default.................................43
Article 7 The Agent
7.1 Authorization and Action..............................................44
7.2 Agent's Reliance, Etc.................................................44
7.3 Citibank, N.A. and its Affiliates.....................................45
7.4 Lender Credit Decision................................................45
7.5 Indemnification.......................................................45
7.6 Successor Agent.......................................................46
7.7 Certain Obligations May Be Performed by Affiliates....................46
Article 8 Miscellaneous
8.1 Modification, Consents and Waivers....................................46
8.2 Notices...............................................................47
8.3 Costs, Expenses and Taxes.............................................48
8.4 Binding Effect........................................................48
8.5 Severability..........................................................48
8.6 Governing Law.........................................................49
8.7 Headings..............................................................49
8.8 Execution in Counterparts.............................................49
8.9 Right of Set-Off......................................................49
8.10 Confidentiality.......................................................49
8.11 Agreement in Effect...................................................49
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
{PAGE}
CREDIT AGREEMENT
Dated as of November 23, 2001
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), SALOMON SMITH BARNEY INC. and JPMORGAN SECURITIES INC., as joint lead
arrangers and joint book managers, JPMORGAN CHASE BANK, 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:
"2000 Credit Agreement" means the Bank Credit Agreement, dated as of
September 27, 2000, as amended and restated as of September 24, 2001,
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: Mr. Brian
Maxwell.
"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, 0% per annum; and
(ii) with respect to Eurodollar Rate Advances 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:
{TABLE}
{CAPTION}
--------------- ------------------------------------------------ --------------------- ---------------------
Level Public Debt Rating: S&P and Moody's Applicable Margin Applicable Margin
Through the After the
Termination Date Termination Date
--------------- ------------------------------------------------ --------------------- ---------------------
{S} {C} {C} {C}
Level I A+ by S&P or A1 by Moody's or above 0.110% 0.250%
--------------- ------------------------------------------------ --------------------- ---------------------
Level II less than Level I 0.240% 0.400%
but at least A by S&P or A2 by Moody's
--------------- ------------------------------------------------ --------------------- ---------------------
Level III less than Level II 0.280% 0.500%
but at least A- by S&P or A3 by Moody's
--------------- ------------------------------------------------ --------------------- ---------------------
Level IV less than Level III 0.350% 0.675%
but at least BBB+ by S&P or Baa1 by Moody'S
--------------- ------------------------------------------------ --------------------- ---------------------
Level V less than Level IV 0.475% 0.875%
--------------- ------------------------------------------------ --------------------- ---------------------
{/TABLE}
provided, however, that if the ratings from S&P and Moody's fall within
different levels, then the Applicable Margin shall be based on the
higher of the two ratings except that, if the lower of such ratings is
more than one level below the higher of such ratings, the Applicable
Margin shall be determined based on the level above the lower of such
ratings, and
provided further that if, at any time, no rating is available from S&P
and Moody's or any other nationally recognized statistical rating
organization designated by TBC and approved in writing by the Majority
Lenders, the Applicable Margin for each Interest Period or each other
period commencing during the thirty days following such ratings
becoming unavailable shall be the Applicable Margin in effect
immediately prior to such ratings becoming unavailable. Thereafter, the
rating to be used until ratings from S&P and Moody's become available
shall be as agreed between TBC and the Agent, and TBC and the Agent
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 Margin thereafter,
until such agreement is reached, shall be (a) if any such rating has
become unavailable as a result of S&P or Moody's ceasing its business
as a rating agency, the Applicable Margin in effect immediately prior
to such cessation or (b) otherwise, the Applicable Margin as set forth
under Level V above; and
provided further that in the event and during the continuance of an
Event of Default, 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.
"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
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