Dated as of August 25, 2022
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), CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., 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:
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Definitions. As used in this Agreement, the following terms have the respective meanings set out below:
2019 Three-Year Credit Agreement means the Three-Year Credit Agreement, dated as of October 30, 2019, as amended, by and among TBC, Citibank, N.A., as administrative agent, and certain other banks as lenders.
2021 Credit Agreements means (a) the Two-Year Credit Agreement dated as of March 19, 2021, as amended, by and among TBC, Citibank, N.A., as administrative agent, and certain other banks as lenders and (b) the 364-Day Credit Agreement, dated as of October 25, 2021, as amended, by and among TBC, Citibank, N.A., as administrative agent, and certain other banks as lenders.
Adjusted Term SOFR means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) 0.10% per annum; provided that if Adjusted Term SOFR determined as provided above shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.
Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Agent.
Advance means an advance made by a Lender to a Borrower as part of a Borrowing and refers to a Base Rate Advance or a SOFR Advance, each of which is a Type of Advance.
Affected Financial Institution means (a) any EEA Financial Institution or (b) any UK Financial Institution.
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.)
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.
Three-year Credit Agreement