EX-10.3

Exhibit 10.3

AMENDMENT NO. 1 AND EXTENSION TO CREDIT AGREEMENT

AMENDMENT NO. 1 AND EXTENSION TO CREDIT AGREEMENT, dated

as of August 24, 2026 (this “Agreement”), among The Boeing Company, a Delaware corporation

( “TBC”), for itself and on behalf of the other Borrowers, the Lenders party hereto and Citibank,

N.A., as administrative agent (the “Administrative Agent”), which shall amend that certain Five-

Year Credit Agreement, dated as of August 24, 2023 (as amended, supplemented or otherwise

modified prior to the date hereof, the “Existing Credit Agreement”, as amended hereby, the

“Amended Credit Agreement”), by and among TBC, the Lenders from time to time party thereto

and the Administrative Agent and the other parties thereto.

W I T N E S S E T H:

WHEREAS, TBC, the Lenders and the Administrative Agent are parties to the

Existing Credit Agreement;

WHEREAS, TBC has requested that (a) each Lender extend such Lender’s

Termination Date for an additional 365 days from August 24, 2028 (the “Existing Termination

Date”) to August 24, 2029 (the “Extended Termination Date”) pursuant to Section 2.22 of the

Existing Credit Agreement (giving effect to the waivers included in this Agreement as to certain

requirements set forth therein) and (b) the other amendments reflected in this Agreement be

effected, in each case as of the First Amendment Effective Date (as defined below);

WHEREAS, (a) each existing Commitment extended in accordance with the

terms of this Agreement will be an “Extended Commitment” (with each existing Commitment

not so extended, a “Non-Extended Commitment”) and (b) each existing Advance extended in

accordance with the terms of this Agreement will be an “Extending Advance” (with each

existing Advance not so extended, a “Non-Extending Advance”);

WHEREAS, each Lender party hereto that has elected in its signature page to

extend the Termination Date and whose name is set forth on Schedule I hereto under the heading

“Extending Lenders” is willing to consent to the extension of the Termination Date of all of its

Commitments and Advances to the Extended Termination Date upon the terms and conditions

set forth herein (each such consenting Lender, a “Extending Lender”), and each Lender whose

name is set forth on Schedule I hereto under the heading “Non-Extending Lenders” is not willing

to consent to the extension of the Termination Date of all of its Commitments and Advances to

the Extended Termination Date (each such non-consenting Lender, a “Non-Extending Lender”);

WHEREAS, each Lender party hereto is willing to consent to the amendments to

the Existing Credit Agreement described in Sections 2 and 3 below, upon the terms and

conditions set forth herein;

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1.  Defined Terms.  Capitalized terms used but not defined herein

shall have the meanings assigned to such terms in the Existing Credit Agreement.

SECTION 2.  Termination Date Extension.

(a) Extension. On the First Amendment Effective Date (as defined below), each

Extending Lender irrevocably agrees that all of its existing Commitments and Advances will be

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modified to become Extended Commitments and Extending Advances, respectively, of like

amount, and that the Termination Date for such Extended Commitments and Extending

Advances will be the Extended Termination Date.  The existing Commitments and Advances of

each Non-Extending Lender will remain outstanding as Non-Extended Commitments and Non-

Extending Advances respectively, and the Termination Date of such Non-Extended

Commitments and Non-Extending Advances will remain the Existing Termination Date. The

initial Interest Period applicable to each Non-Extending Advance and Extending Advance that is

a SOFR Advance or Base Rate Advance will be the then-current Interest Period applicable to

such existing Advance from which it is converted with no conversion into a different Interest

Period, or payment or prepayment of such Advance being deemed to have occurred solely due to

this Agreement or the transactions described herein. Each existing Advance of an Extending

Lender that is a SOFR Advance or Base Advance will be converted into an Extending Advance

of the same Type and with the same Interest Period in existence immediately prior to the First

Amendment Effective Date.

(b) Other Extension Matters.  The parties hereto acknowledge and agree to the

following:

i.Following the First Amendment Effective Date, the obligations with

respect to Letters of Credit shall continue to be held ratably among the

Lenders under the Amended Credit Agreement, but on the Existing

Termination Date, the obligations with respect to Letters of Credit under

the Amended Credit Agreement held by any Non-Extending Lender shall

be ratably reallocated, to the extent of the unused Commitments of the

Extending Lenders, to such Extending Lenders (without regard to whether

the conditions set forth in Article 5 of the Existing Credit Agreement can

then be satisfied) and the Borrowers shall cash collateralize the balance of

such obligations with respect to Letters of Credit under the Amended

Credit Agreement by paying cash collateral to the applicable Issuing Bank.

ii. On the Existing Termination Date applicable to Advances of any Non-

Extending Lender, the Borrowers shall repay any outstanding Advances of

each Non-Extending Lender that has not been replaced as provided in

Section 2.22(c) of the Existing Credit Agreement (and pay any additional

amounts required pursuant to the Existing Credit Agreement).

iii. Lenders party hereto, constituting the Majority Lenders, hereby waive the

timing and notice requirements set forth in Section 2.22 of the Existing

Credit Agreement.

iv. Each Non-Extending Lender shall be obligated, at the request of TBC, to

assignat any time prior to the close of business on the Termination Date

applicable to such Non-Extending Lender all of its Non-Extended

Commitments and Non-Extending Advances to one or more Extending

Lenders or other commercial banks nominated by TBC and willing to

become Lenders in place of such Non-Extending Lender (a “Replacement

Lender”) pursuant to Section 2.22(c) of the Existing Credit Agreement

and, upon such assignment, any such Non-Extended Commitments and

Non-Extending Advances shall become additional Extended

Commitments and Extending Advances, respectively, of such

Replacement Lender.

SECTION 3.  Amendments to Existing Credit Agreement.  Effective as of the

First Amendment Effective Date (as defined below), the Existing Credit Agreement is hereby

amended as follows:

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(a) The following defined terms are added to Article 1 in corresponding

alphabetical order:

“First Amendment Effective Date” means August 24, 2026, the

date of effectiveness of that certain Amendment No. 1 and Extension to Credit

Agreement.

“First Amendment Extending Lender” means each Lender party

hereto whose name is set forth on Schedule I of that certain Amendment No. 1

and Extension to Credit Agreement under the heading “Extending Lenders.”

“First Amendment Non-Extending Lender” means each Lender

party hereto whose name is set forth on Schedule I of that certain Amendment No.

1 and Extension to Credit Agreement under the heading “Non-Extending

Lenders.”

(b) The following is added at the end of the definition of “Termination Date”:

“As of the First Amendment Effective Date, (x) the Termination Date with respect

to each First Amendment Non-Extending Lender is August 24, 2028 and (y) the

Termination Date with respect to each First Amendment Extending Lender is

August 24, 2029.”

(c) A new minimum liquidity covenant is added to the Existing Credit Agreement

by adding the following paragraph (f) to Section 4.2:

“(f)Minimum Liquidity. Permit its Liquidity to be at any time less than

$5,000,000,000, where “Liquidity” means the sum of (i) cash and cash

equivalents and (ii) short-term and other investments, in each case as shown on

the Consolidated balance sheet of TBC.”

(d) Section 4.1(a)(2) of the Existing Credit Agreement is amended by replacing the

words “Sections 4.2(a) and 4.2(b)” with the following: “Sections 4.2(a), 4.2(b) and 4.2(f)”.

(e) Section 4.1(a)(4) of the Existing Credit Agreement is amended by replacing the

words “Sections 4.2(a), 4.2(b), 4.2(c) and 4.2(d)” with the following: “Sections 4.2(a), 4.2(b),

4.2(c), 4.2(d) and 4.2(f)”.

(f) Section  8.1(b) of the Existing Credit Agreement is amended by (x) removing

the word “or” at the end of clause (vi), (y) replacing the semicolon at the end of clause (vii) with

“, or” and (z) adding a new clause (viii) as follows:

“ (viii) change Section 2.17 or any other provision of this Agreement in a manner

that would alter the pro rata sharing of payments required thereby without the

written consent of each Lender directly and adversely affected thereby;”

SECTION 4.  Conditions to Effectiveness.  This Agreement shall become

effective as of the date first above written when, and only when, the Administrative Agent (or its

counsel) shall have received from TBC, each Extending Lender (which shall constitute the

Majority Lenders) and, with respect to the effectiveness of Section 3(f) of this Agreement, each

other Lender, either (i) a counterpart of this Agreement duly executed by such party or (ii)

written evidence reasonably satisfactory to the Administrative Agent (which may include

telecopy or other electronic transmission (e.g., “pdf” or “tif” via electronic mail) of a signed

signature page (whether signed manually or electronically) of this Agreement) that such party

has signed a counterpart of this Agreement (such effective date, the “First Amendment Effective

Date”).

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The Administrative Agent shall notify TBC and the Lenders of the First

Amendment Effective Date, and such notice shall be conclusive and binding.

SECTION 5.  Representations and Warranties.TBC hereby represents to the

Administrative Agent and each Lender, party hereto as follows:

(a) The execution and delivery and the performance of the terms of this Agreement

are within the corporate powers of TBC, have been duly authorized by all necessary corporate

action, have received 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;

(b) After giving effect to this Agreement, the representations and warranties

contained in subsections (a) through (g) and (i) of Section 3.1 (other than clause (i) of subsection

(d) thereof and provided that subsection (e) shall refer to the date of the latest financial

statements furnished to the Lenders under Section 4.1(a)(6) of the Existing Credit Agreement) of

the Amended Credit Agreement are true and accurate at the time of and immediately after giving

effect to this Agreement as though made on and as of each such date (except to the extent that

such representations and warranties relate solely to an earlier date); and

(c) At the time of and immediately after giving effect to this Agreement, no event

has occurred and is continuing which constitutes a Default.

SECTION 6.  Assignments on the First Amendment Effective Date.

Effective as of the First Amendment Effective Date:

(a) Lloyds Bank Corporate Markets PLC, in its capacity as a Lender, assigns  all of

its rights and obligations under the Amended Credit Agreement (including, without limitation, all

of its Extended Commitments, the Extending Advances owing to it and the Note, if any, held by

it)  to Lloyds Bank PLC. Such assignment and assumption is made in accordance with Section

2.21 to the Amended Credit Agreement as if each relevant party hereto had executed and

delivered an assignment agreement pursuant to the LSTA form of assignment agreement and the

standard terms and conditions set forth therein (including the representations and warranties

made by the assignor and the assignee in Annex 1 thereunder, which shall be deemed as made

hereunder by Lloyds Bank Corporate Markets PLC, as assignor, and Lloyds Bank PLC, as

assignee, as applicable), with the effective date being the First Amendment Effective Date. The

parties hereto waive the timing and notice and recording fee requirements set forth in Section

2.21 of the Existing Credit Agreement.

(b) Societe Generale, in its capacity as a Non-Extending Lender, assigns all of its

rights and obligations under the Amended Credit Agreement with respect to its Non-Extended

Commitment set forth on Schedule I hereto (including the Non-Extending Advances owing to it

and the Note, if any, held by it, with respect thereto) to Barclays Bank PLC, as a Replacement

Lender. Such assignment and assumption is made in accordance with Section 2.21 to the

Amended Credit Agreement as if each relevant party hereto had executed and delivered an

assignment agreement pursuant to the LSTA form of assignment agreement and the standard

terms and conditions set forth therein (including the representations and warranties made by the

assignor and the assignee in Annex 1 thereunder, which shall be deemed made hereunder by

Societe Generale, as assignor, and Barclays Bank PLC, as assignee, as applicable), with the

effective date being the First Amendment Effective Date. The parties hereto waive the timing

and notice requirements and recording fee set forth in Section 2.21 of the Existing Credit

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Agreement. Upon such assignment and assumption on the First Amendment Effective Date, (i)

all such Non-Extended Commitments and Non-Extending Advances assumed by Barclays Bank

PLC shall automatically be converted to Extended Commitments and Extending Advances of

Barclays Bank PLC having the terms set forth in the Amended Credit Agreement.

(c) Schedule II hereto sets forth the Extended Commitments of the Lenders under

the Amended Credit Agreement after giving effect to the assignments set forth in paragraph (a)

and (b) above on the First Amendment Effective Date.

SECTION 7.  Effect on the Loan Documents.

(a) Except as specifically amended herein or hereby, all Loan Documents shall

continue to be in full force and effect and are hereby in all respects ratified and confirmed.  TBC

hereby agrees, with respect to each Loan Document to which it is a party, that all of its

obligations, liabilities and indebtedness under such Loan Document shall remain in full force and

effect on a continuous basis in accordance with their terms after giving effect to this Agreement.

The parties hereto confirm that no novation of any kind has occurred as a result of, or in

connection with, this Agreement, any such novation being hereby expressly disclaimed

(b) Upon the First Amendment Effective Date, each reference in the Existing

Credit Agreement to “this Agreement,” “herein,” “hereto,” “hereunder,” “hereof,” or in the other

Loan Documents to the “Credit Agreement”, or, in each case, words of like import shall mean

and be a reference to the Existing Credit Agreement, as amended and modified by this

Agreement.

(c) Except as expressly set forth in this Agreement, the execution, delivery and

effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of

any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a

waiver of any provision of any of the Loan Documents.

(d) TBC and the other parties hereto acknowledge and agree that this Agreement

shall constitute a Loan Document.

SECTION 8.  GOVERNING LAW; WAIVER OF JURY TRIAL;

SUBMISSION TO JURISDICTION.

(a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH

AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

(b) Section 8.14 and 8.16 of the Existing Credit Agreement shall apply to this

Agreement and shall be incorporated herein mutatis mutandis.

SECTION 9.  Fees, Costs and Expenses.TBC agrees to pay upon written

request all reasonable costs and expenses of the Administrative 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 Existing Credit Agreement. TBC agrees to pay to the Administrative Agent,

for the account of each Extending Lender, the fees separately agreed between the Administrative

Agent and TBC.

SECTION 10.  Amendments; Execution in Counterparts; Electronic Signatures.

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(a) This Agreement may not be amended nor may any provision hereof be waived

except in accordance with Section 8.1 of the Amended Credit Agreement.

(b) This Agreement may be executed by one or more of the parties to this

Agreement on any number of separate counterparts, and all of said counterparts taken together

shall be deemed to constitute one and the same instrument.  Delivery of an executed signature

page of this Agreement by email or facsimile transmission shall be effective as delivery of a

manually executed counterpart hereof.

(c) The words “delivery”, “execute,” “execution,” “signed,” “signature,” and

words of like import in this Agreement and any document executed in connection herewith shall

be deemed to include electronic signatures or the keeping of records in electronic form, each of

which shall be of the same legal effect, validity or enforceability as a manually executed

signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case

may be, to the extent and as provided for in any applicable law, including the Federal Electronic

Signatures in Global and National Commerce Act, the New York State Electronic Signatures and

Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act;

provided that notwithstanding anything contained herein to the contrary neither the

Administrative Agent nor any Lender is under any obligation to agree to accept electronic

signatures in any form or in any format unless expressly agreed to by the Administrative Agent

or such Lender pursuant to procedures approved by it and provided further without limiting the

foregoing, upon the request of any party, any electronic signature shall be promptly followed by

such manually executed counterpart.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly

executed and delivered by their respective proper and duly authorized officers as of the day and year first

above written.

THE BOEING COMPANY

By: /s/ David R. Whitehouse

Name: David R. Whitehouse

Title: Senior Vice President & Treasurer

CITIBANK, N.A.,

as the Administrative Agent, a Lender and an Extending

Lender

By: /s/ Susan Olsen

Name: Susan Olsen

Title: Vice President

JPMORGAN CHASE BANK, N.A.,

as a Lender and an Extending Lender

By: /s/ Robert P. Kellas

Name: Robert P. Kellas

Title: Executive Director

ROYAL BANK OF CANADA,

as a Lender

By: /s/ Nikhil Madhok

Name: Nikhil Madhok

Title: Authorized Signatory

BANK OF AMERICA, N.A.,

as a Lender

By: /s/Prathamesh Kshirsagar

Name: Prathamesh Kshirsagar

Title: Managing Director

WELLS FARGO BANK, NATIONAL

ASSOCIATION,

as a Lender

By: /s/ Andrew Payne

Name: Andrew Payne

Title: Managing Director

BNP PARIBAS,

as a Lender

By: /s/ Anita Ogbara

Name: Anita Ogbara

Title: Managing Director

By: /s/ Matthew Beauvais

Name: Matthew Beauvais

Title: Vice President

BARCLAYS BANK PLC,

as a Lender

By: /s/ Ritam Bhalla

Name: Ritam Bhalla

Title: Director

CREDIT AGRICOLE CORPORATE AND

INVESTMENT BANK,

as a Lender

By: /s/ Paul Arens

Name: Paul Arens

Title: Director

By: /s/ Gordon Yip

Name: Gordon Yip

Title: Director

DEUTSCHE BANK AG, NEW YORK

BRANCH,

as a Lender

By: /s/ Marko Lukin

Name: Marko Lukin

Title: Director

By: /s/ Alison Lugo

Name: Alison Lugo

Title: Vice President

MIZUHO BANK, LTD.,

as a Lender

By: /s/ Donna DeMagistris

Name: Donna DeMagistris

Title: Managing Director

SUMITOMO MITSUI BANKING

CORPORATION,

as a Lender

By: /s/ Minxiao Tian

Name: Minxiao Tian

Title: Director

MUFG BANK, LTD.,

as a Lender

By: /s/ Sahiba Sikand

Name: Sahiba Sikand

Title: Vice President

DBS BANK LTD.,

as a Lender

By: /s/ Goh Soo Ching

Name: Goh Soo Ching

Title: Assistant Vice President

COMMERZBANK AG, NEW YORK

BRANCH,

as a Lender

By: /s/ Robert Sullivan

Name: Robert Sullivan

Title: Director

By: /s/ Jeff Sullivan

Name: Jeff Sullivan

Title: Director

BANCO SANTANDER, S.A., NEW YORK

BRANCH,

as a Lender

By: /s/ Andres Barbosa

Name: Andres Barbosa

Title: Managing Director

By: /s/ Zara Kamal

Name: Zara Kamal

Title: Executives Director

GOLDMAN SACHS BANK USA,

as a Lender

By: /s/ Jonathan Dworkin

Name: Jonathan Dworkin

Title: Authorized Signatory

MORGAN STANLEY BANK, N.A.,

as a Lender

By: /s/ Michael King

Name: Michael King

Title: Authorized Signatory

STANDARD CHARTERED BANK,

as a Lender

By: /s/ Su-Lin Watson

Name: Su-Lin Watson

Title: Managing Director

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By: /s/ Paul F. Johnson

Name: Paul F. Johnson

Title: Senior Vice President

THE NORTHERN TRUST COMPANY,

as a Lender

By: /s/ Lisa DeCristofaro

Name: Lisa DeCristofaro

Title: SVP

AUSTRALIA AND NEW ZEALAND

BANKING GROUP LIMITED,

as a Lender

By: /s/ Cynthia Dioquino

Name: Cynthia Dioquino

Title: Director

LLOYDS BANK CORPORATE MARKETS

PLC, as a Lender, Extending Lender, and as an

assignor pursuant to Section 6

By: /s/ Kamala Basdeo Tina Wong

Name: Kamala Basdeo Tina Wong

Title: Vice President Assistant Vice President

LLOYDS BANK PLC, as an assignee pursuant

to Section 6

By: /s/ Iain Brown

Name: Iain Brown

Title: Associate Director

WESTPAC BANKING CORPORATION,

as a Lender

By: /s/ Daniel Sutton

Name: Daniel Sutton

Title: Tier II Attorney

STATE BANK OF INDIA, NEW YORK

BRANCH,

as a Lender

By: /s/ Venkata Rao K.

Name: Venkata Rao K.

Title: Vice President (Credit)

BANK OF CHINA, NEW YORK BRANCH,

as a Lender

By: /s/ Raymond Qiao

Name: Raymond Qiao

Title: Executive Vice President

FIRST ABU DHABI BANK USA N.V.,

as a Lender

By: /s/ Husam Al Najjar

Name: Husam Al Najjar

Title: Head of Middle Office

RIYAD BANK, HOUSTON AGENCY,

as a Lender

By: /s/ Chris Chambers

Name: Chris Chambers

Title: General Manager

By: /s/ Wafaa Tawadrous

Name: Wafaa Tawadrous

Title: Operations Manager

SOCIETE GENERALE,

as a Lender, Non-Extending Lender, and as an

assignor pursuant to Section 6

By: /s/ Kimberly Metzger

Name: Kimberly Metzger

Title: Director

1Lloyds Bank Corporate Markets PLC 's Extended Commitment is assigned to Lloyds Bank PLC in

accordance with Section 6 hereof, effective as of the First Amendment Effective Date.

2Societe Generale's Non-Extended Commitment is assigned to Barclays Bank PLC in accordance with

Section 6 hereof, effective as of the First Amendment Effective Date.

SCHEDULE I

SCHEDULE II