Amendment No. 4 to Five-Year Credit Agreement

AMENDMENT NO. 4 TO THE CREDIT AGREEMENT among THE BOEING COMPANY, a Delaware corporation (“TBC”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and CITIBANK, N.A., as administrative agent (the “Agent”) for the Lenders.

(1)    TBC, the Lenders and the Agent have entered into a Five Year Credit Agreement dated as of November 10, 2011 (as extended and amended to date, the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment shall have the same meanings as specified in the Credit Agreement.

(2)    TBC and the Majority Lenders have agreed to amend the Credit Agreement as hereinafter set forth.

(3)    Pursuant to Section 2.22(a) of the Credit Agreement, TBC has requested that the Termination Date be extended to November 1, 2022.

Section 1. Amendments to Credit Agreement. The Credit Agreement is, effective as set forth in Section 3 of this Amendment, hereby amended as follows:

(a)The definition of “S&P” in Section 1.1 is amended in full to read as follows:

“S&P” means S&P Global Ratings, a division of S&P Global, Inc.

(b)Section 2.2(a) is amended by deleting the time “11:00 a.m.” and substituting therefor the time “1:00 p.m.”

(c)Section 2.2(b) is amended by deleting the time “1:00 p.m.” and substituting therefor the time “3:00 p.m.”

(d)A new clause (j) is added at the end of Section 3.1 to read as follows:

(j)    ERISA. No Borrower is nor will be (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Internal Revenue Code; (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Internal Revenue Code; or (4) a “governmental plan” within the meaning of ERISA.

(e)Section 2.24(d) is amended by deleting the phrase “purchase that portion of outstanding Advances of the other Lenders” and substituting therefor the phrase “purchase at par that portion of outstanding Advances of the other Lenders.”

(f)Section 4.2(a)(6) is amended by deleting the date “September 30, 2016” and substituting therefor the date “September 30, 2017”.

(g)Section 6.1(d) is amended in full to read as follows:

(d)    Failure by TBC to pay when due (i) any obligation for the payment of borrowed money on any regularly scheduled payment date or following acceleration thereof or (ii) any other monetary obligation if, in the case of either of clauses (i) or (ii), the aggregate unpaid principal amount of the obligations with respect to which such failure to pay or acceleration occurred (excluding any failure to pay that TBC certifies is a result of the application of Sanctions) equals or exceeds $500,000,000 and such failure is not remedied within 5 Business Days after TBC receives notice thereof from the Agent or the creditor on such obligation;

(h)Section 6.1(e) is amended (i) by deleting the figure “$150,000,000” in each place such figure appears and substituting therefor the figure “$500,000,000” and (ii) replacing in clause (1)(B) the phrase “reportable event within the meaning of ERISA” with the phrase “reportable event as defined in Section 4043 of ERISA”.

(i)A new Section 7.10 is added at the end of Article 7 to read as follows:

7.10    Lender ERISA Representation. Each Lender party to this Agreement as of November 1, 2017 represents and warrants as of such date to the Agent and each other Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of the Company or any other Borrower, that such Lender is not and will not be (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue Code; (iii) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Internal Revenue Code that is using “plan assets” of any such plans or accounts to fund or hold Advances or perform its obligations under this Agreement; or (iv) a “governmental plan” within the meaning of ERISA.

(j)Section 8.15 is amended by adding immediately before the first sentence the following sentence:

The Agent, each Lender and their Affiliates may have economic interests that conflict with those of the Borrowers.

Section 2. Consent to Extension Request. Each Lender so indicating on its signature page to this Amendment agrees to extend the Termination Date with respect to its Commitment to November 1, 2022. This agreement to extend the Termination Date is subject in all respects to the terms of the Credit Agreement and is irrevocable.

Section 3. Conditions of Effectiveness. This Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Amendment executed by TBC and the Majority Lenders. Each Lender that consents to the Extension Request shall so indicate its consent by executing as indicated on the signature page.

Section 4. Representations and Warranties of TBC. TBC represents and warrants as follows:

(a)    The execution and delivery and the performance of the terms of this Amendment and the Credit Agreement, as amended hereby, are within the corporate powers of TBC, have been duly authorized by all necessary corporate action, have all necessary governmental approval, if any (which approval, if any, remains in full force and effect), and do not contravene any provision of the Certificate of Incorporation or By-Laws of TBC, or do not contravene any law or any contractual restriction binding on TBC, except where such contravention would not have a material adverse effect on the financial condition of TBC and its Subsidiaries, taken as a whole); and

(b)    This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of TBC, enforceable against TBC in accordance with their respective terms, subject to general equitable principles and except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to creditors’ rights.

Section 5. Reference to and Effect on the Credit Agreement and the Notes.

(a)On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

(b)The Credit Agreement and the Notes, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(c)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

Section 6. Costs and Expenses. TBC agrees to pay upon written request all reasonable costs and expenses of the Agent in connection with the preparation, execution, delivery and administration of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) in accordance with the terms of Section 8.3(a) of the Credit Agreement.

Section 7. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 8. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

THE BOEING COMPANY

By /s/ Ruud P. Roggekamp    

Name: Ruud P. Roggekamp

Title: Assistant Treasurer

CITIBANK, N.A.,

as Agent and Lender

By /s/ Susan M. Olsen    

Name: Susan M. Olsen

Title: Vice President

CITIBANK, N.A.

Name: Susan M. Olsen

Title: Vice President

CITIBANK, N.A.

Name: Susan M. Olsen

Title: Vice President

JPMORGAN CHASE BANK, N.A.

Name: Robert P. Kellas

Title: Executive Director

JPMORGAN CHASE BANK, N.A.

Name: Robert P. Kellas

Title: Executive Director

Bank of America, N.A.

Name: Prathamesh Kshirsagar

Title: Vice President

Bank of America, N.A.

Name: Prathamesh Kshirsagar

Title: Vice President

Mizuho Bank, Ltd.

Name: Donna DeMagistris

Title: Authorized Signatory

Mizuho Bank, Ltd.

Name: Donna DeMagistris

Title: Authorized Signatory

Wells Fargo Bank, N.A.

Name: Adam Spreyer

Title: Director

Wells Fargo Bank, N.A.

Name: Adam Spreyer

Title: Director

Barclays Bank PLC

Name: Russell C. Johnson

Title: Director

Barclays Bank PLC

Name: Russell C. Johnson

Title: Director

Executed in New York

BNP PARIBAS

Name: Richard Pace

Title: Managing Director

Name: Pamela J. Fitton

Title: Managing Director

BNP PARIBAS

Name: Richard Pace

Title: Managing Director

Name: Pamela J. Fitton

Title: Managing Director

DEUTSCHE BANK AG NEW YORK BRANCH

Name: Ming K. Chu

Title: Director

Name: Virginia Cosenza

Title: Vice President

DEUTSCHE BANK AG NEW YORK BRANCH

Name: Ming K. Chu

Title: Director

Name: Virginia Cosenza

Title: Vice President

ROYAL BANK OF CANADA

Name: Richard C. Smith

Title: Managing Director

ROYAL BANK OF CANADA

Name: Richard C. Smith

Title: Managing Director

Sumitomo Mitsui Banking Corporation

Name: Katsuyuki Kubo

Title: Managing Director

Sumitomo Mitsui Banking Corporation

Name: Katsuyuki Kubo

Title: Managing Director

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

Name: Thomas J. Sterr

Title: Authorized Signatory

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

Name: Thomas J. Sterr

Title: Authorized Signatory

Banco Santander, S.A.

Name: Federico Robin

Title: Executive Director

Name: Paloma Garcia-Castro

Title: Vice President

Banco Santander, S.A.

Name: Federico Robin

Title: Executive Director

Name: Paloma Garcia-Castro

Title: Vice President

COMMERZBANK AG, NEW YORK BRANCH

Name: Michael Ravelo

Title: Managing Director

COMMERZBANK AG, NEW YORK BRANCH

Name: Marie Duflos

Title: Director

GOLDMAN SACHS BANK USA

Name: Ryan Durkin

Title: Authorized Signatory

GOLDMAN SACHS BANK USA

Name: Ryan Durkin

Title: Authorized Signatory

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

Name: Gordon Yip

Title: Director

Name: Michael Madnick

Title: Managing Director

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

Name: Gordon Yip

Title: Director

Name: Michael Madnick

Title: Managing Director

DBS Bank Ltd.

Name: Yeo How Ngee

Title: Managing Director

DBS Bank Ltd.

Name: Yeo How Ngee

Title: Managing Director

SOCIETE GENERALE

By /s/ Kimberly Metzger

Name: Kimberly Metzger

Title: Director

SOCIETE GENERALE

By /s/ Kimberly Metzger

Name: Kimberly Metzger

Title: Director

THE NORTHERN TRUST COMPANY

By /s/ Peter J. Hallan

Name: Peter J. Hallan

Title: Vice President

THE NORTHERN TRUST COMPANY

By /s/ Peter J. Hallan

Name: Peter J. Hallan

Title: Vice President

U.S. BANK NATIONAL ASSOCIATION

By /s/ Barry Litwin

Name: Barry Litwin

Title: Senior Vice President

U.S. BANK NATIONAL ASSOCIATION

By /s/ Barry Litwin

Name: Barry Litwin

Title: Senior Vice President

BANCO BILBAO VIZCAYA ARGENTARIA S.A., NEW YORK BRANCH

By /s/ Brian Crowley

Name: Brian Crowley

Title: Managing Director

By /s/ Cristina Cignoli

Name: Cristina Cignoli

Title: Director

BANCO BILBAO VIZCAYA ARGENTARIA S.A., NEW YORK BRANCH

By /s/ Brian Crowley

Name: Brian Crowley

Title: Managing Director

By /s/ Cristina Cignoli

Name: Cristina Cignoli

Title: Director

BANK OF CHINA, NEW YORK BRANCH

By /s/ Raymond Qiao

Name: Raymond Qiao

Title: Managing Director

BANK OF CHINA, NEW YORK BRANCH

By /s/ Raymond Qiao

Name: Raymond Qiao

Title: Managing Director

Bayerische Landesbank, New York Branch

By /s/ Matthew DeCarlo

Name: Matthew DeCarlo

Title: Senior Director

By /s/ Rolf Siebert

Name: Rolf Siebert

Title: Executive Director

Bayerische Landesbank, New York Branch

By /s/ Matthew DeCarlo

Name: Matthew DeCarlo

Title: Senior Director

By /s/ Rolf Siebert

Name: Rolf Siebert

Title: Executive Director

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH

By /s/ Kan Chen

Name: Kan Chen

Title: Vice President

By /s/ Gang Duan

Name: Gang Duan

Title: Executive Director

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH

By /s/ Kan Chen

Name: Kan Chen

Title: Vice President

By /s/ Gang Duan

Name: Gang Duan

Title: Executive Director

LLOYDS BANK PLC

By /s/ Daven Popat

Name: Daven Popat

Title: Senior Vice President

By /s/ Cheryl Wilson

Name: Cheryl Wilson

Title: Head of Operations, North America

LLOYDS BANK PLC

By /s/ Daven Popat

Name: Daven Popat

Title: Senior Vice President

By /s/ Cheryl Wilson

Name: Cheryl Wilson

Title: Head of Operations, North America

MORGAN STANLEY BANK, N.A.

By /s/ Michael King

Name: Michael King

Title: Authorized Signatory

MORGAN STANLEY BANK, N.A.

By /s/ Michael King

Name: Michael King

Title: Authorized Signatory

NBAD Americas N.V.

By /s/ David Young

Name: David Young

Title: Director

NBAD Americas N.V.

By /s/ William Ghazar

Name: William Ghazar

Title: Executive Director

ARAB BANKING CORPORATION (B.S.C.),

GRAND CAYMAN BRANCH

By /s/ Richard Tull

Name: Richard Tull

Title: Head of Wholesale Banking, North America

By /s/ Gautier Strub

Name: Gautier Strub

Title: Vice President

ARAB BANKING CORPORATION (B.S.C.),

GRAND CAYMAN BRANCH

By /s/ Richard Tull

Name: Richard Tull

Title: Head of Wholesale Banking, North America

By /s/ Gautier Strub

Name: Gautier Strub

Title: Vice President

Australia and New Zealand Banking Group Limited

By /s/ Robert Grillo

Name: Robert Grillo

Title: Director

Australia and New Zealand Banking Group Limited

By /s/ Robert Grillo

Name: Robert Grillo

Title: Director

ICICI Bank Limited New York Branch

By /s/ Akashdeep Sarpal

Name: Akashdeep Sarpal

Title: Country Head - USA

ICICI Bank Limited New York Branch

By /s/ Akashdeep Sarpal

Name: Akashdeep Sarpal

Title: Country Head - USA

Standard Chartered Bank

By /s/ Daniel Mattern

Name: Daniel Mattern

Title: Associate Director

Standard Chartered Bank

By /s/ Daniel Mattern

Name: Daniel Mattern

Title: Associate Director

[State Bank of India, New York Branch]

By /s/ Karunesh Mishra

Name: Karunesh Mishra

Title: Vice President (Credit)

[State Bank of India, New York Branch]

By /s/ Karunesh Mishra

Name: Karunesh Mishra

Title: Vice President (Credit)

THE BANK OF NEW YORK MELLON

By /s/ John T. Smathers

Name: John T. Smathers

Title: Director

THE BANK OF NEW YORK MELLON

By /s/ John T. Smathers

Name: John T. Smathers

Title: Director

Westpac Banking Corporation

By /s/ Su-Lin Watson

Name: Su-Lin Watson

Title: Director

Westpac Banking Corporation

By /s/ Su-Lin Watson

Name: Su-Lin Watson

Title: Director

RIYAD BANK, HOUSTON AGENCY

By /s/ Michael Meiss

Name: Michael Meiss

Title: General Manager

RIYAD BANK, HOUSTON AGENCY

By /s/ Tim Hartnett

Name: Tim Hartnett

Title: Vice President and Administrative Officer

State Street Bank and Trust Company

By /s/ Mary H. Carey

Name: Mary H. Carey

Title: Vice President

State Street Bank and Trust Company

By /s/ Mary H. Carey

Name: Mary H. Carey

Title: Vice President

Credit Suisse AG, Cayman Islands Branch

By /s/ John D. Toronto

Name: John D. Toronto

Title: Authorized Signatory

By /s/ Shyam Kapadia

Name: Shyam Kapadia

Title: Authorized Signatory

Credit Suisse AG, Cayman Islands Branch

By /s/ John D. Toronto

Name: John D. Toronto

Title: Authorized Signatory

By /s/ Shyam Kapadia

Name: Shyam Kapadia

Title: Authorized Signatory