Dated as of April 29, 2019
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., JPMORGAN CHASE BANK, N.A. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as joint lead arrangers and joint book managers, JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as syndication agents, 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:
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 Eurodollar Rate Advance, each of which is a Type of 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.
Agents 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.
Anti-Corruption Laws means the U.S. Foreign Corrupt Practices Act of 1977, as amended, and other similar laws, rules, and regulations of any jurisdiction applicable to TBC or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.
Applicable Lending Office means, with respect to each Lender, such Lenders Domestic Lending Office, in the case of a Base Rate Advance, and such Lenders Eurodollar Lending Office, in the case of a Eurodollar Rate Advance.
Applicable Margin means,
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with respect to Base Rate Advances on any date, 0% per annum; and
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with respect to Eurodollar Rate Advances (a) for any date prior to the exercise of the Term Loan Conversion Option, 0.835% per annum and (b) for any date on and after the exercise of the Term Loan Conversion Option, 1.00% per annum.