EXHIBIT 10.2
March 27, 2000
To each of the Banks
parties to the Credit Agreement
(as defined below) and to Citibank N.A.,
as Administrative Agent for such Lenders
Ladies and Gentlemen:
Reference is made to The Boeing Company Amended and Restated
364-Day Bank Credit Agreement dated as of September 29, 1999 among The Boeing
Company (the "Company"), certain other borrowers parties thereto, the Banks
named therein, Citibank N.A., as Administrative Agent for said Banks, and The
Chase Manhattan Bank, as Syndication Agent for said Banks (the "Credit
Agreement"). Terms used herein and defined in the Credit Agreement shall have
the respective meanings ascribed to such terms in the Credit Agreement.
Please be advised that the Company hereby designates its
undersigned Subsidiary, Boeing Capital Corporation ("Subsidiary Borrower"), as a
"Subsidiary Borrower" under and for all purposes of the Credit Agreement. The
Subsidiary Borrower is authorized to draw up to but no more than $1 billion in
total aggregate outstanding draws.
The Subsidiary Borrower, in consideration of each Bank'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" and 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
Lenders 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, the Credit Agreement and
its Notes are within the Subsidiary Borrower's corporate powers, have
been duly authorized by all necessary corporate action, have received
all necessary governmental approval (which approval remains in full
force and effect), and do not contravene any law, any provision of the
Subsidiary Borrower's charter or by-laws or any contractual restriction
binding on the Subsidiary Borrower.
(c) This Subsidiary Borrower Letter is, and the Notes of the
Subsidiary Borrower when duly executed and delivered by the Subsidiary
Borrower, will constitute legal, valid and binding obligations of the
Subsidiary Borrower, enforceable against the Subsidiary Borrower in
accordance with their respective terms.
(d) In the Subsidiary Borrower's opinion, there are no pending
or threatened actions or proceedings before any court or administrative
agency which can reasonably be expected to materially adversely affect
the financial condition or operations of the Subsidiary Borrower or any
Subsidiary.
(e) The Consolidated statement of financial position as of
December 31, 1999 and the related Consolidated statement of earnings
and retained earnings for the year then ended (copies of which have
been furnished to each Bank) correctly set forth the Consolidated
financial condition of the Company and its Subsidiaries as of such date
and the result of the Consolidated operations for such year, and since
such date there has been no material adverse change in such condition
or operations which is likely to impair the ability of the Company to
repay Advances.
(f) The Subsidiary Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the Board of Governors of
the Federal Reserve System), and no proceeds of any Advance will be
used to purchase or carry any margin stock or to extend credit to
others for the purpose of purchasing or carrying any margin stock.
Following application of the proceeds of each Advance, not more than 25
percent of the value of the assets (either of the Subsidiary Borrower
only or of the Subsidiary Borrower and its subsidiaries on a
consolidated basis) subject to the provisions of Section 4.02(a) of the
Credit Agreement will be margin stock (within the meaning of Regulation
U issued by the Board of Governors of the Federal Reserve System).
(g) The Subsidiary Borrower is not an "investment company," or
an "affiliated person" of, or "promoter" or "principal underwriter"
for, an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended. Neither the making of any
Advances, nor the application of the proceeds or repayment thereof by
the Subsidiary Borrower, nor the consummation of the other transactions
contemplated hereby, will violate any provision of such Act or any
rule, regulation or order of the Securities and Exchange Commission
thereunder.
Very truly yours,
THE BOEING COMPANY
By: /S/ WALTER SKOWRONSKI
Walter Skowronski
Vice President & Treasurer
BOEING CAPITAL CORPORATION
By: /S/ THOMAS MOTHERWAY
Thomas Motherway
President
