exv10w2



 






EXECUTION COPY




EXHIBIT 10.2




$500,000,000




AMENDMENT NO. 2 TO 364-DAY CREDIT AGREEMENT




dated as of July 25, 2005




and amending the 364-Day Credit Agreement




dated as of July 28, 2003




among




Textron Financial Corporation




The Banks Listed Herein




and




JPMorgan Chase Bank, N.A.

as Administrative Agent

 






J.P. Morgan Securities Inc.

and

Banc of America Securities LLC

as Lead Arrangers and Joint Bookrunner




Bank of America, N.A.

as Syndication Agent




Barclays Bank PLC

Citibank, N.A.

and

Deutsche Bank Securities Inc.

as Documentation Agents




 









 








AMENDMENT NO. 2 TO 364-DAY CREDIT AGREEMENT




     AMENDMENT dated as of July 25, 2005 to the 364-Day Credit Agreement dated as of July 28, 2003,
as amended by Amendment No. 1 thereto dated as of July 26, 2004 (as heretofore amended, the
“364-Day Credit Agreement”) among TEXTRON FINANCIAL CORPORATION (the “Borrower”), the BANKS party
thereto (the “Banks”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative
Agent”).



W I T N E S S E T H :




     WHEREAS, the parties hereto desire to amend the 364-Day Credit Agreement as set forth herein;




     NOW, THEREFORE, the parties hereto agree as follows:



     Section 1. Defined Terms; References. Unless otherwise
specifically defined herein, each term used herein that is defined in the 364-Day Credit Agreement
has the meaning assigned to such term in the 364-Day Credit Agreement. Each reference to “hereof”,
“hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this
Agreement” and each other similar reference contained in the 364-Day Credit Agreement shall, after
this Amendment becomes effective, refer to the 364-Day Credit Agreement as amended hereby.



     Section 2. Amendments.



     (a) The following definitions are added in alphabetical order to Section 1.01 of the 364-Day
Credit Agreement:




“Documentation Agent” means each of Barclays Bank PLC, Citibank, N.A. and Deutsche Bank
Securities Inc. in its capacity as documentation agent in respect of this Agreement.




“Fitch” means Fitch Ratings Ltd.



     (b) The definition of “Agent” in Section 1.01 of the 364-Day Credit Agreement is amended to
read in its entirety as follows:




“Agent” means any of the Administrative Agent, the Documentation Agents and the
Syndication Agent, and “Agents” means any two or more of the foregoing.



 









 





     (c) The definition of “Material Debt” in Section 1.01 of the 364-Day Credit Agreement is
amended by changing the reference to the amount “$50,000,000” to “$100,000,000”.



     (d) The definition of “Non-recourse Debt” in Section 1.01 of the 364-Day Credit Agreement is
amended by adding the words “of the Borrower” after the phrase “in the case of all Non-recourse
Debt”.



     (e) The definition of “Permitted Securitization Obligations” in Section 1.01 of the 364-Day
Credit Agreement is amended by deleting the phrase “to the extent that, in accordance with
generally accepted accounting principles, such obligations would be required to be included as a
liability on a consolidated balance sheet of the Borrower or its Consolidated Subsidiaries”.



     (f) The definition of “S&P” in Section 1.01 of the 364-Day Credit Agreement is amended to read
in its entirety as follows:




“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc.



     (g) The definition of “Securitization Transaction” in Section 1.01 of the 364-Day Credit
Agreement is amended by deleting the phrase “, provided that after giving effect to such
transaction or series of transactions, the Receivables (or interests therein) which are the subject
of such transaction or series of transactions are, in accordance with generally accepted accounting
principles, no longer reflected as assets on a consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries”.



     (h) The definition of “Syndication Agent” in Section 1.01 of the 364-Day Credit Agreement is
amended to read in its entirety as follows:




“Syndication Agent” means Bank of America, N.A., in its capacity as syndication agent in
respect of this Agreement.



     (i) The definition of “Termination Date” in Section 1.01 of the 364-Day Credit Agreement is
amended by changing the date specified therein from “July 25, 2005” to “July 24, 2006”.



     (j) Section 4.04(a) of the 364-Day Credit Agreement is amended by changing the reference to
the date “January 3, 2004” to “January 1, 2005” and the reference to the phrase “Borrower’s 2003
Annual Report” to “Borrower’s 2004 Annual Report”.



     (k) Sections 4.04(b) and 4.04(c) of the 364-Day Credit Agreement are amended by changing each
reference to the date “March 31, 2004” to “March 31, 2005”.



 









 





     (l) Section 5.02 of the 364-Day Credit Agreement is amended by changing the reference to the
phrase “S&P or Moody’s” to “S&P, Moody’s or Fitch”.



     (m) Section 5.10 of the 364-Day Credit Agreement and the definition of “Restricted Payment” in
Section 1.01 of the 364-Day Credit Agreement are deleted in their entirety.



     (n) Section 5.12(i) of the 364-Day Credit Agreement is amended to read in its entirety as
follows:




Liens which are granted pursuant to any Securitization Transaction and which cover only
the Receivables and Receivables Related Assets or interests therein which are the subject
of such Securitization Transaction; and



     (o) Section 6.01(k) of the 364-Day Credit Agreement is amended to read in its entirety as
follows:




the Borrower or any of its ERISA Affiliates shall terminate or suffer the termination of
(by action of the Pension Benefit Guaranty Corporation or any successor thereto) any
Pension Plan, or shall suffer the appointment of or the institution of proceedings to
appoint a trustee to administer any Pension Plan, or shall withdraw (under Section 4063 of
ERISA) from a Pension Plan, if as of the date thereof or any subsequent date, such event
results in any liability to the Pension Benefit Guaranty Corporation (or any successor
thereto) or to any other Person under Section 4062, 4063, 4064 or 4069 of ERISA in an
aggregate amount that could reasonably be expected to have a material adverse effect on
the business, financial position or results of operations of the Borrower and its
Consolidated Subsidiaries, considered as a whole;



     (p) Section 6.01(l) of the 364-Day Credit Agreement is amended to read in its entirety as
follows:




the Borrower or any of its ERISA Affiliates shall withdraw from any Multiemployer Plan and
the amount of withdrawal liability (determined pursuant to Sections 4201 et seq. of ERISA)
to which the Borrower and its ERISA Affiliates become obligated to all Multiemployer Plans
is in an aggregate amount that could reasonably be expected to have a material adverse
effect on the business, financial position or results of operations of the Borrower and
its Consolidated Subsidiaries, considered as a whole; or



     (q) Section 6.01(m) of the 364-Day Credit Agreement is amended by changing the reference to
the amount “$50,000,000” to “$100,000,000”.



 









 





     (r) Section 7.10 of the 364-Day Credit Agreement is amended to read in its entirety as
follows:




Other Agents. Nothing in this Agreement shall impose any duty or liability whatsoever on
any of the Syndication Agent or the Documentation Agents in such capacity.



     (s) Section 9.05 of the 364-Day Credit Agreement is amended to read in its entirety as
follows:




Amendments and Waivers. Any provision of this Agreement or the Notes may be amended or
waived if, but only if, such amendment or waiver is in writing and is signed by the
Borrower and the Required Banks (and, if the rights or duties of the Administrative Agent
are affected thereby, by the Administrative Agent); provided that no such amendment or
waiver shall:




(a) unless signed by each affected Bank, (i) increase or decrease the Commitment of any
Bank (except for a ratable decrease in the Commitments of all Banks) or subject any Bank
to any additional obligation, (ii) reduce the principal of or rate of interest on any Loan
or any fees hereunder or (iii) postpone the date fixed for any payment of principal of or
interest on any Loan or any fees hereunder or for termination of any Commitment;




(b) unless signed by all Banks, (i) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Notes, or the number of Banks, which shall be
required for the Banks or any of them to take any action under this Section or any other
provision of this Agreement, (ii) amend Section 2.13 or 9.04 in a manner that would alter
the pro rata sharing of payments required thereby or (iii) permit the Support Agreement to
cease to be in full force and effect or alter in any way the terms of the Support
Agreement; or




(c) unless signed by a Designated Lender or its Designating Bank, subject such Designated
Lender to any additional obligation or affect its rights hereunder (unless the rights of
all the Banks hereunder are similarly affected).




It is understood that the operation of Section 2.17 in accordance with its terms is not an
amendment subject to this Section 9.05.



     Section 3. Changes in Commitments. With effect from and including the Amendment Effective
Date, (i) the Commitment of each Bank shall be the amount set forth opposite the name of such Bank
in the Commitment Schedule attached hereto and (ii) the Commitment Schedule attached hereto shall
replace



 









 




the Commitment Schedule attached to the 364-Day Credit Agreement. On the Amendment
Effective Date, any Bank party to the 364-Day Credit Agreement
which is not listed in the Commitment Schedule attached hereto (each, an “Exiting Bank”) shall
cease to be a Bank party to the 364-Day Credit Agreement, and all accrued fees and other amounts
payable under the 364-Day Credit Agreement for the account of each Exiting Bank shall be due and
payable on such date; provided that the provisions of Sections 8.03, 8.04 and 9.03 of the 364-Day
Credit Agreement shall continue to inure to the benefit of each Exiting Bank after the Amendment
Effective Date.




     Section 4.
Changes in Pricing Schedule. The Pricing Schedule attached to the 364-Day Credit
Agreement (the “Existing Pricing Schedule”) is deleted and replaced by the Pricing Schedule
attached to this Amendment (the “New Pricing Schedule”). The New Pricing Schedule shall apply to
interest and fees accruing under the 364-Day Credit Agreement on and after the date hereof. The
Existing Pricing Schedule shall continue to apply to interest and fees accruing under the 364-Day
Credit Agreement prior to the date hereof.



     Section 5. Representations of Borrower. The Borrower represents
and warrants that (i) the representations and warranties of the Borrower set forth in Article 4 of
the 364-Day Credit Agreement will be true on and as of the Amendment Effective Date and (ii) no
Default will have occurred and be continuing on such date.



     Section 6. Effect of Amendments. Except as expressly set forth herein, the amendments
contained herein shall not constitute a waiver or amendment of any term or condition of the 364-Day
Credit Agreement, and all such terms and conditions shall remain in full force and effect and are
hereby ratified and confirmed in all respects.



     Section 7. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.



     Section 8. Counterparts. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.



     Section 9. Effectiveness. This Amendment shall become effective
as of the date hereof (the “Amendment Effective Date”), subject to satisfaction of the following
conditions:




     (a) the Administrative Agent shall have received from each of the Borrower and the
Banks a counterpart hereof signed by such party or facsimile or other written confirmation
(in form satisfactory to the Administrative Agent) that such party has signed a counterpart
hereof; and



 









 






     (b) the Administrative Agent shall have received an opinion of the General Counsel or
Assistant General Counsel of the Borrower dated as
of the Amendment Effective Date, in form and substance satisfactory to the
Administrative Agent.



 









 





IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.



	 	 	 	 	 
	 	TEXTRON FINANCIAL CORPORATION

 	 
	 	By:  	  /s/             B. F. Lynn
 	 
	 	 	Name:  	Brian F. Lynn 	 
	 	 	Title:  	Senior VP, Capital Markets

and Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as 

     Administrative Agent

 	 
	 	By:  	  /s/            Randolph Cates
 	 
	 	 	Name:  	RANDOLPH CATES 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 




 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	  /s/          Randolph Cates
 	 
	 	 	Name:  	RANDOLPH CATES 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 




 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	  /s/           S. H. Gurnani
 	 
	 	 	Name:  	SANJAY H. GURNANI 	 
	 	 	Title:  	SENIOR VICE PRESIDENT 	 
	 




 









 





	 	 	 	 	 
	 	BARCLAYS BANK PLC

 	 
	 	By:  	  /s/           Nicholas Bell
 	 
	 	 	Name:  	NICHOLAS BELL 	 
	 	 	Title:  	DIRECTOR 	 
	 




 









 





	 	 	 	 	 
	 	CITIBANK, N.A.

 	 
	 	By:  	  /s/          William Martens
 	 
	 	 	Name:  	WILLIAM MARTENS 	 
	 	 	Title:  	MANAGING DIRECTOR 	 
	 




 









 





	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH

 	 
	 	By:  	  /s/          David G. Dickinson, Jr.
 	 
	 	 	Name:  	DAVID G. DICKINSON, JR. 	 
	 	 	Title:  	DIRECTOR 	 
	 	 	 
	 	By:  	  /s/          Andreas Neumeier
 	 
	 	 	Name:  	ANDREAS NEUMEIER 	 
	 	 	Title:  	DIRECTOR 	 
	 




 









 





	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI 

     TRUST COMPANY

 	 
	 	By:  	  /s/           Christian Giordano
 	 
	 	 	Name:  	CHRISTIAN GIORDANO 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 




 









 





	 	 	 	 	 
	 	CREDIT SUISSE FIRST BOSTON, acting

     through its Cayman Islands Branch

 	 
	 	By:  	  /s/           Jay Chall
 	 
	 	 	Name:  	JAY CHALL 	 
	 	 	Title:  	DIRECTOR 	 
	 	 	 
	 	By:  	  /s/          Denise Alvarez
 	 
	 	 	Name:  	DENISE ALVAREZ 	 
	 	 	Title:  	ASSOCIATE 	 
	 




 









 





	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION

 	 
	 	By:  	  /s/          Christopher Samms
 	 
	 	 	Name:  	CHRISTOPHER SAMMS 	 
	 	 	Title:  	SENIOR VICE PRESIDENT, #9426 	 
	 




 









 





	 	 	 	 	 
	 	MERRILL LYNCH BANK USA

 	 
	 	By:  	  /s/           Dave Millett
 	 
	 	 	Name:  	DAVE MILLETT 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 




 









 





	 	 	 	 	 
	 	UBS LOAN FINANCE LLC

 	 
	 	By:  	  /s/          Irja R. Otsa
 	 
	 	 	Name:  	IRJA R. OTSA 	 
	 	 	Title:  	ASSOCIATE DIRECTOR

BANKING PRODUCTS

SERVICES, US 	 
	 	 	 
	 	By:  	  /s/          Wilfred V. Saint
 	 
	 	 	Name:  	WILFRED V. SAINT 	 
	 	 	Title:  	DIRECTOR

BANKING PRODUCTS

SERVICES, US 	 
	 




 









 








	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	  /s/           Nathan R. Rantala
 	 
	 	 	Name:  	NATHAN R. RANTALA 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 




 









 





	 	 	 	 	 
	 	HARRIS NESBITT FINANCING, INC.

 	 
	 	By:  	  /s/           Joseph W. Linder
 	 
	 	 	Name:  	JOSEPH W. LINDER 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 




 









 





	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	  /s/           Richard Pace
 	 
	 	 	Name:  	RICHARD PACE 	 
	 	 	Title:  	MANAGING DIRECTOR 	 
	 	 	 
	 	By:  	  /s/          Nuala Marley
 	 
	 	 	Name:  	NUALA MARLEY 	 
	 	 	Title:  	MANAGING DIRECTOR 	 
	 




 









 





	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	  /s/           Todd S. Meller
 	 
	 	 	Name:  	TODD S. MELLER 	 
	 	 	Title:  	MANAGING DIRECTOR 	 
	 




 









 





	 	 	 	 	 
	 	THE BANK OF NEW YORK

 	 
	 	By:  	  /s/           Kenneth P. Sneider, Jr.
 	 
	 	 	Name:  	KENNETH P. SNEIDER, JR. 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 




 









 





	 	 	 	 	 
	 	SOCIETE GENERALE

 	 
	 	By:  	  /s/           Carol Radice
 	 
	 	 	Name:  	CAROL RADICE 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 




 









 





	 	 	 	 	 
	 	SUNTRUST BANK

 	 
	 	By:  	  /s/           Katherine L. Bass
 	 
	 	 	Name:  	KATHERINE L. BASS 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 




 









 





COMMITMENT SCHEDULE




	 	 	 	 	 
	Bank	 	Commitment
	JPMorgan Chase Bank, N.A.

	 	$	45,000,000	 
	Bank of America, N.A.

	 	$	45,000,000	 
	Barclays Bank PLC

	 	$	36,666,667	 
	Citibank, N.A.

	 	$	36,666,667	 
	Deutsche Bank AG New York Branch

	 	$	36,666,667	 
	The Bank of Tokyo-Mitsubishi Trust Company

	 	$	30,000,000	 
	Credit Suisse First Boston, acting through its Cayman
Islands Branch

	 	$	30,000,000	 
	HSBC Bank USA, National Association

	 	$	30,000,000	 
	Merrill Lynch Bank USA

	 	$	30,000,000	 
	UBS Loan Finance LLC

	 	$	30,000,000	 
	Wachovia Bank, National Association

	 	$	30,000,000	 
	Harris Nesbitt Financing, Inc.

	 	$	23,333,333	 
	BNP Paribas

	 	$	23,333,333	 
	The Bank of Nova Scotia

	 	$	23,333,333	 
	The Bank of New York

	 	$	16,666,667	 
	Societe Generale

	 	$	16,666,667	 
	SunTrust Bank

	 	$	16,666,667	 
	 	 	 	 	 
	Total

	 	$	500,000,000	 
	 	 	 	 	 







 









 








PRICING SCHEDULE




     Each of “Facility Fee Rate” and “Euro-Dollar Margin” means, for any date, the rate set forth
below in the row opposite such term and in the row corresponding to the “Utilization” at such date
and, under the column corresponding to the “Pricing Level” at such date:



364-Day Facility




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Level I	 	 	Level II	 	 	Level III	 	 	Level IV	 	 	Level V	 	 	Level VI	 
	Facility Fee Rate
	 	 	0.04	%	 	 	0.05	%	 	 	0.06	%	 	 	0.08	%	 	 	0.10	%	 	 	0.125	%
	Euro-Dollar Margin*
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Utilization
£ 50%
	 	 	0.135	%	 	 	0.15	%	 	 	0.19	%	 	 	0.37	%	 	 	0.525	%	 	 	0.625	%
	Utilization > 50%
	 	 	0.235	%	 	 	0.25	%	 	 	0.29	%	 	 	0.47	%	 	 	0.625	%	 	 	0.725	%





 



 




* If term-out option is utilized, Euro-Dollar Margin will increase by 0.15% and Utilization shall
be deemed to be 100%.




     For purposes of this Schedule, the following terms have the following meanings, subject
to the concluding paragraph of this Schedule with respect to split ratings:



     “Level I Pricing” applies at any date if, at such date, the Borrower’s long-term debt is rated
A+ or higher by S&P, A1 or higher by Moody’s and A+ or higher by Fitch.



     “Level II Pricing” applies at any date if, at such date, the Borrower’s long-term debt is
rated A by S&P, A2 by Moody’s and A by Fitch.



     “Level III Pricing” applies at any date if, at such date, the Borrower’s long-term debt is
rated A- by S&P, A3 by Moody’s and A- by Fitch.



     “Level IV Pricing” applies at any date, if at such date, the Borrower’s long-term debt is
rated BBB+ by S&P, Baa1 by Moody’s and BBB+ by Fitch.



     “Level V Pricing” applies at any date if, at such date, the Borrower’s long-term debt is rated
BBB by S&P, Baa2 by Moody’s and BBB by Fitch.



 









 





     “Level VI Pricing” applies at any date if, at such date, no other Pricing Level applies.



     “Fitch” means Fitch Ratings Ltd.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Pricing Level” refers to the determination of which of Level I, Level II, Level III, Level
IV, Level V or Level VI applies at any date.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.



     “Utilization” means, at any date, the percentage equivalent of a fraction (i) the numerator of
which is the Total Outstanding Amount at such date (after giving effect to any borrowing or payment
on such date) and the denominator of which is the aggregate amount of the Commitments at such date
(after giving effect to any reduction on such date). If for any reason any Loans remain outstanding
after termination of the Commitments, Utilization shall be deemed to be 100%.



     The credit ratings to be utilized for purposes of this Schedule are those assigned to the
senior unsecured long-term debt securities of the Borrower without third-party enhancement (other
than the Textron Inc. Support Agreement), and any rating assigned to any other debt security of the
Borrower shall be disregarded. The rating in effect at any date is that in effect at the close of
business of such date.



     If the Borrower is split-rated, then for purposes of determining the applicable Pricing Level,
(a) if the S&P and Moody’s ratings are the same, all three ratings will be deemed at that level,
(b) if the S&P and Moody’s ratings are not the same and the ratings differential is one level, then
all three ratings will be deemed at the higher level of S&P and Moody’s and (c) if the S&P and
Moody’s ratings are not the same and the ratings differential is two levels or more, then all three
ratings will be deemed at a level one notch lower than the higher of S&P and Moody’s.