EXHIBIT 1.5 TEXTRON FINANCIAL CORPORATION Medium-Term Notes, Series E Due 9 months or more from the Date of Issue SECOND AMENDMENT TO THE DISTRIBUTION AGREEMENT DATED JUNE 28, 2000 September 26, 2003 The Distribution Agreement, dated June 28, 2000, as...Distribution Agreement • September 22nd, 2003 • Textron Financial Corp • Finance lessors
Contract Type FiledSeptember 22nd, 2003 Company Industry
AMENDMENT NO. 3Credit Agreement • April 27th, 2007 • Textron Financial Corp • Finance lessors • New York
Contract Type FiledApril 27th, 2007 Company Industry Jurisdiction
CONTRIBUTION AGREEMENT BETWEEN TEXTRON INC. AND TEXTRON FINANCIAL CORPORATIONContribution Agreement • February 13th, 2007 • Textron Financial Corp • Finance lessors • New York
Contract Type FiledFebruary 13th, 2007 Company Industry Jurisdiction
c. "Prior Operating Agreements" means the agreement originally entered into by and between TFC, TXT, and TCL, dated as of February 17, 1977 and restated as of May 3, 1981 and subsequently restated as of January 3, 1982 and thereafter amended as of...Receivables Purchase Agreement • October 6th, 1999 • Textron Financial Corp • Rhode Island
Contract Type FiledOctober 6th, 1999 Company Jurisdiction
1 TEXTRON FINANCIAL CORPORATION UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT) December __, 1999 2 From time to time, Textron Financial Corporation, a Delaware corporation (the "Company"), may enter into one or more underwriting agreements that...Underwriting Agreement • November 29th, 1999 • Textron Financial Corp • Finance lessors
Contract Type FiledNovember 29th, 1999 Company Industry
Exhibit 10.1 TEXTRON FINANCIAL CORPORATION AMENDMENT NO.1 TO 364-DAY CREDIT AGREEMENT AMENDMENT dated as of July 26, 2004 to the 364-Day Credit Agreement dated as of July 28, 2003 (as heretofore amended, the "CREDIT AGREEMENT") among TEXTRON FINANCIAL...Credit Agreement • November 9th, 2004 • Textron Financial Corp • Finance lessors • New York
Contract Type FiledNovember 9th, 2004 Company Industry Jurisdiction
1 Exhibit 10.1 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT is entered into as of May 25, 1994 by and between TEXTRON FINANCIAL CORPORATION, a Delaware Corporation ("TFC"), and TEXTRON INC., a Delaware corporation ("Textron"). In consideration of the...Support Agreement • October 6th, 1999 • Textron Financial Corp • Rhode Island
Contract Type FiledOctober 6th, 1999 Company Jurisdiction
b) Other terms used in this Agreement shall have the meanings ascribed to them in the Code, and the regulations and 3 - 3 -Tax Sharing Agreement • October 6th, 1999 • Textron Financial Corp
Contract Type FiledOctober 6th, 1999 Company
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENT DATED AUGUST 27, 1999Asset Purchase Agreement • October 6th, 1999 • Textron Financial Corp • Delaware
Contract Type FiledOctober 6th, 1999 Company Jurisdiction
Exhibit 4.1 ----------- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR...Textron Financial Corp • June 4th, 2002 • Finance lessors
Company FiledJune 4th, 2002 Industry
1 Exhibit 3 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN...Textron Financial Corp • December 7th, 1999 • Finance lessors
Company FiledDecember 7th, 1999 Industry
Exhibit 4.4 TEXTRON FINANCIAL CANADA FUNDING CORP. MEDIUM-TERM NOTES, SERIES F-CAD FULLY AND UNCONDITIONALLY GUARANTEED BY TEXTRON FINANCIAL CORPORATION Cusip No.: __________ Registered No.: R-_________ Principal Amount: $________ UNLESS THIS NOTE IS...Textron Financial Corp • November 17th, 2006 • Finance lessors
Company FiledNovember 17th, 2006 Industry
Exhibit 4 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN...Textron Financial Corp • December 7th, 1999 • Finance lessors
Company FiledDecember 7th, 1999 Industry
Exhibit 4.3 TEXTRON FINANCIAL CORPORATION MEDIUM-TERM NOTE, SERIES F Cusip No.: __________ Registered No.: R-________ Principal Amount: $________ THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS...Textron Financial Corp • November 17th, 2006 • Finance lessors
Company FiledNovember 17th, 2006 Industry
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...Credit Agreement • July 27th, 2005 • Textron Financial Corp • Finance lessors • New York
Contract Type FiledJuly 27th, 2005 Company Industry JurisdictionAMENDMENT 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”).
WITNESSETH: WHEREAS, the parties hereto desire to designate Textron Financial Corporation, a subsidiary of the Company, as a Subsidiary Borrower under each of the Credit Agreements;Textron Financial Corp • November 7th, 2003 • Finance lessors • New York
Company FiledNovember 7th, 2003 Industry Jurisdiction
AND SUNTRUST BANK, ATLANTA, TRUSTEE INDENTURETextron Financial Corp • November 29th, 1999 • Finance lessors • New York
Company FiledNovember 29th, 1999 Industry Jurisdiction
TFC GUARANTEE dated as of July 14, 2009 by TEXTRON FINANCIAL CORPORATION as Guarantor in favor of WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION as Security Trustee and EXPORT-IMPORT BANK OF THE UNITED STATES Ex-Im Bank Credit No. AP084206XX —...TFC Guarantee • July 16th, 2009 • Textron Financial Corp • Finance lessors • New York
Contract Type FiledJuly 16th, 2009 Company Industry JurisdictionTHIS TFC GUARANTEE dated as of July 14, 2009 (this “Guarantee”) is made by TEXTRON FINANCIAL CORPORATION, a Delaware corporation (“Guarantor”), in favor of WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as security trustee for and on behalf of the Secured Parties (the “Security Trustee”) and EXPORT-IMPORT BANK OF THE UNITED STATES (“Ex-Im Bank”).
AMENDMENT NO. 1 TO SERIES 2008-CP-2 SUPPLEMENTTextron Financial Corp • February 19th, 2009 • Finance lessors • New York
Company FiledFebruary 19th, 2009 Industry JurisdictionThis Amendment No. 1 to Series 2008-CP-2 Supplement (this “Amendment”) is entered into as of February 12, 2009 by and between Textron Financial Floorplan Master Note Trust (the “Issuer”) and The Bank of New York Mellon (f/k/a The Bank of New York), as Indenture Trustee (as indenture trustee and not in its individual capacity, the “Indenture Trustee”).
RECITALSTextron Financial Corp • February 13th, 2007 • Finance lessors
Company FiledFebruary 13th, 2007 Industry
AMENDMENT TO THE DISTRIBUTION AGREEMENT DATED JUNE 28, 2000Textron Financial Corp • September 22nd, 2003 • Finance lessors
Company FiledSeptember 22nd, 2003 Industry
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT BETWEEN TEXTRON FINANCIAL CORPORATION as Transferor, and TEXTRON RECEIVABLES CORPORATION III as Transferee Dated as of May 26, 2005Receivables Purchase Agreement • June 1st, 2005 • Textron Financial Corp • Finance lessors • New York
Contract Type FiledJune 1st, 2005 Company Industry JurisdictionAMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of May 26, 2005, between TEXTRON FINANCIAL CORPORATION, a Delaware corporation (“TFC”), as transferor, and TEXTRON RECEIVABLES CORPORATION III, a Delaware corporation (“TRC III”), as transferee, and acknowledged by TEXTRON FINANCIAL INVESTMENT CORPORATION, a Rhode Island passive investment company (“TFIC”).
EXHIBIT 1.6 TEXTRON FINANCIAL CANADA FUNDING CORP. Medium-Term Notes, Series E-CAD Due 9 months or more from the Date of Issue AMENDMENT TO THE DISTRIBUTION AGREEMENT DATED NOVEMBER 30, 2001 September 26, 2003 The Distribution Agreement, dated...Textron Financial Corp • September 22nd, 2003 • Finance lessors
Company FiledSeptember 22nd, 2003 Industry
364-DAY CREDIT AGREEMENT dated as of July 28, 2003 among Textron Financial Corporation The Banks Listed Herein and JPMorgan Chase Bank, as Administrative Agent ____________________ Bank of America, N.A. Bank One, NA Citibank, N.A. Deutsche Bank AG New...Day Credit Agreement • August 26th, 2003 • Textron Financial Corp • Finance lessors • New York
Contract Type FiledAugust 26th, 2003 Company Industry Jurisdiction
AMENDMENT NO. 2 dated as of April 28, 2006 to the Five-Year 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 Bank of America, N.A.,...Credit Agreement • May 1st, 2006 • Textron Financial Corp • Finance lessors • New York
Contract Type FiledMay 1st, 2006 Company Industry JurisdictionAMENDMENT dated as of April 28, 2006 to the Five-Year Credit Agreement dated as of July 28, 2003 (as heretofore amended, the “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”).
AMENDMENT NO. 1 TO SERIES 2008-CP-1 SUPPLEMENTTextron Financial Corp • May 16th, 2008 • Finance lessors • New York
Company FiledMay 16th, 2008 Industry JurisdictionThis Amendment No. 1 to Series 2008-CP-1 Supplement (this “Amendment”) is entered into as of May 13, 2008 by and between Textron Financial Floorplan Master Note Trust (the “Issuer”) and The Bank of New York, as Indenture Trustee (as indenture trustee and not in its individual capacity, the “Indenture Trustee”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • February 19th, 2009 • Textron Financial Corp • Finance lessors • New York
Contract Type FiledFebruary 19th, 2009 Company Industry JurisdictionThis AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of February 12, 2009, by and between TEXTRON FINANCIAL CORPORATION, a Delaware corporation (“TFC”), and TEXTRON RECEIVABLES CORPORATION III, a Delaware corporation (“TRC III”).
Servicing Agreement between Textron Financial Corporation and Cessna Finance Export Corporation Dated as of July 14, 2009Servicing Agreement • July 16th, 2009 • Textron Financial Corp • Finance lessors • New York
Contract Type FiledJuly 16th, 2009 Company Industry JurisdictionThis Servicing Agreement (the “Agreement”) is dated as of the 14th day of July, 2009 by and between Textron Financial Corporation, a Delaware corporation (“TFC”) and Cessna Finance Export Corporation, a Delaware corporation (“CFEC”).
FIVE-YEAR CREDIT AGREEMENT dated as of July 28, 2003 among Textron Financial Corporation The Banks Listed Herein and JPMorgan Chase Bank, as Administrative Agent Bank of America, N.A. Bank One, NA Citibank, N.A. Deutsche Bank AG New York Branch,...Credit Agreement • August 26th, 2003 • Textron Financial Corp • Finance lessors • New York
Contract Type FiledAugust 26th, 2003 Company Industry Jurisdiction
AMENDMENT NO. 3 TO SERIES 2008-CP-1 SUPPLEMENTTextron Financial Corp • July 21st, 2009 • Finance lessors • New York
Company FiledJuly 21st, 2009 Industry JurisdictionThis Amendment No. 3 to Series 2008-CP-1 Supplement (this “Amendment”) is entered into as of July 15, 2009 by and between Textron Financial Floorplan Master Note Trust (the “Issuer”) and The Bank of New York Mellon (f/k/a The Bank of New York), as Indenture Trustee (as indenture trustee and not in its individual capacity, the “Indenture Trustee”).
ContractAgreement of Resignation, Appointment and Acceptance • December 17th, 2007 • Textron Financial Corp • Finance lessors • New York
Contract Type FiledDecember 17th, 2007 Company Industry JurisdictionAGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of December 17, 2007 by and among Textron Financial Canada Funding Corp., an unlimited liability corporation duly organized under the laws of the Province of Nova Scotia (the “Issuer”), Textron Financial Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Guarantor”), U.S. Bank National Association (successor trustee to SunTrust Bank), a national banking association (“Prior Trustee”) and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association (“Successor Trustee”).
ContractAgreement of Resignation • December 17th, 2007 • Textron Financial Corp • Finance lessors • New York
Contract Type FiledDecember 17th, 2007 Company Industry JurisdictionAGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of December 17, 2007 by and among Textron Financial Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Issuer”), U.S. Bank National Association (successor trustee to SunTrust Bank), a national banking association (“Prior Trustee”) and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association (“Successor Trustee”).
AMENDED AND RESTATED SALE AND SERVICING AGREEMENT AMONG TEXTRON FINANCIAL CORPORATION, as an Originator and as Servicer TEXTRON RECEIVABLES CORPORATION III, as Seller TEXTRON FINANCIAL FLOORPLAN MASTER NOTE TRUST AND THE BANK OF NEW YORK, as Indenture...Sale and Servicing Agreement • June 1st, 2005 • Textron Financial Corp • Finance lessors • New York
Contract Type FiledJune 1st, 2005 Company Industry JurisdictionAMENDED AND RESTATED SALE AND SERVICING AGREEMENT, dated as of May 26, 2005, by and between TEXTRON FINANCIAL CORPORATION, a Delaware corporation as Servicer (in such capacity, the “Servicer”) and as an Originator, TEXTRON RECEIVABLES CORPORATION III, a Delaware corporation (the “Seller”), TEXTRON FINANCIAL FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (the “Trust”), and THE BANK OF NEW YORK, not in its individual capacity but solely as Indenture Trustee.
1 EXHIBIT 4.1 TEXTRON FINANCIAL CORPORATION MEDIUM-TERM NOTE, SERIES E Cusip No.: __________ Registered No.: R-_________ Principal Amount: $________ UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW...Textron Financial Corp • June 30th, 2000 • Finance lessors
Company FiledJune 30th, 2000 Industry
AMENDMENT NO. 1 dated as of April 21, 2006 to the 5-Year Credit Agreement dated as of March 28, 2005 among Textron Inc., The Banks Listed Herein, JPMorgan Chase Bank, N.A., as Administrative Agent and Citibank, N.A., as Syndication Agent Bank of...Credit Agreement • April 25th, 2006 • Textron Financial Corp • Finance lessors • New York
Contract Type FiledApril 25th, 2006 Company Industry JurisdictionAMENDMENT dated as of April 21, 2006 to the 5-Year Credit Agreement dated as of March 28, 2005 (the “Credit Agreement”) among TEXTRON INC., the BANKS party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and CITIBANK, N.A., as Syndication Agent.