Borrower Subsidiary Letter

Exhibit 10.2




November 19, 2004


To each of the Lenders

parties to the Credit Agreement

(as defined below) and to Citibank N.A.,

as Agent for such Lenders


Ladies and Gentlemen:


Reference is made to the 364-Day Credit Agreement dated as of November 19, 2004, among The Boeing Company, the lendersparties thereto, JPMorgan Chase Bank, as syndication agent, Citigroup Global Markets Inc. and J.P. Morgan Securities, Inc., as joint lead arrangers and joint book managers, and Citibank, N.A., as Agent for such lenders (as amended or modified fromtime to time, the “Credit Agreement”). Capitalized terms used in this letter that are not defined herein have the respective meanings specified in the Credit Agreement.


Please be advised that the Company hereby designates its undersigned Subsidiary, Boeing Capital Corporation (the“Subsidiary Borrower”), as a “Subsidiary Borrower” under and for all purposes of the Credit Agreement.


The Subsidiary Borrower, in consideration of each Lender’s agreement to extend credit to it under and on the terms and conditions set forth in theCredit Agreement, does hereby assume each of the obligations imposed upon a “Subsidiary Borrower” as a “Borrower” under the Credit Agreement and agrees to be bound by the terms and conditions of the Credit Agreement. Infurtherance of the foregoing, the Subsidiary Borrower hereby represents and warrants to each Lender as follows:


(a) The Subsidiary Borrower is a corporation duly organized, validly existing and in good standing under the laws of Delaware. TheSubsidiary 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 theSubsidiary Borrowers as a whole.


(b) Theexecution, delivery and performance by the Subsidiary Borrower of this Subsidiary Borrower Letter and its Notes, if any, are within the Subsidiary Borrower’s corporate powers, have been duly authorized by all necessary corporate action, havereceived all necessary governmental approval, if any (which approval remains in full force and effect), and do not contravene any provision of the charter or by-laws of the Subsidiary Borrower, and do not contravene any law or any contractualrestriction binding on the Subsidiary Borrower, except where such contravention would not have a material adverse effect on the financial condition of the Company and the Subsidiary Borrowers, taken as a whole.


(c) This Subsidiary Borrower Letter does, and the Notes of the Subsidiary Borrower whenduly 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, subject to generalequitable 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.


(d) In the Subsidiary Borrower’s opinion, there are nopending or threatened actions or proceedings before any court or administrative agency that are reasonably likely to have a material adverse affect on the financial condition or operations of the Subsidiary Borrower which is likely to impair theability of the Subsidiary Borrower to repay the Advances to it or which would affect the legality, validity or enforceability of such Advances or its Notes, if any.


(e) The Consolidated statement of financial position as of December 31, 2003 and the related Consolidatedstatement of earnings and retained earnings for the year then ended (copies of which have been furnished to each Lender) correctly set forth the Consolidated financial condition of the Company and its Subsidiaries as of such date and the result ofthe Consolidated operations for such year.


(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 noproceeds of any Advance to the Subsidiary Borrower 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 4.2(a) of the Credit Agreement or subject toany restriction contained in any agreement or instrument between the Subsidiary Borrower and any Lender or any Affiliate of a Lender relating to Debt within the scope of Section 6.1(d) of the Credit Agreement will be margin stock (within the meaningof 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 bythe 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.


This Subsidiary Borrower Letter may be executed by the parties hereto onseparate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.



Very truly yours,




/s/ Ruud P. Roggekamp




Ruud P. Roggekamp




Assistant Treasurer




/s/ G. L. Carpenter




G. L. Carpenter