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.,...
EXECUTION COPY
$1,750,000,000
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
as Administrative Agent
X.X. Xxxxxx Securities Inc.
and
Banc of America Securities LLC,
Lead Arrangers and Joint Bookrunners
and
Banc of America Securities LLC,
Lead Arrangers and Joint Bookrunners
Bank of America, N.A.,
Syndication Agent
Syndication Agent
Barclays Bank PLC
Citibank, N.A.
and
Deutsche Bank Securities Inc.,
Documentation Agents
Citibank, N.A.
and
Deutsche Bank Securities Inc.,
Documentation Agents
AMENDMENT NO. 2 TO FIVE-YEAR CREDIT AGREEMENT
AMENDMENT 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”).
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the 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 Credit Agreement has the
meaning assigned to such term in the 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 Credit Agreement shall, after this Amendment becomes
effective, refer to the Credit Agreement as amended hereby.
Section 2. Amendments.
(a) The definition of “Bank” in Section 1.01 of the Credit Agreement is amended to read as
follows:
“Bank” means each bank or other financial institution listed on the signature pages
hereof and each Person which becomes a Bank pursuant to Section 2.17, 8.06, or 9.06(c),
and their respective successors.
(b) The definition of “Termination Date” in Section 1.01 of the Credit Agreement is amended by
changing the date specified therein from “July 25, 2010” to “April 28, 2011”.
(c) Section 2.17(a) of the Credit Agreement is amended by changing the amount specified
therein from “$333,000,000” to “$250,000,000”.
(d) Section 2.19 of the Credit Agreement is amended to read as follows:
Section 2.19. Extension Option. (a) The Termination Date may be extended in the
manner set forth in this Section for a period of one year from the Termination Date then
in effect; provided that the Termination Date may only be extended for two additional one
year periods. If the
Borrower wishes to request an extension of the Termination Date, the Borrower shall give
written notice to that effect to the Administrative Agent not less than 45 days nor more
than 90 days prior to each anniversary of the date hereof that occurs on or prior to the
Termination Date then in effect, whereupon the Administrative Agent shall promptly notify
each of the Banks of such request. Each Bank will use its best efforts to respond to such
request, whether affirmatively or negatively, as it may elect in its sole and absolute
discretion, within 30 days of such notice to the Administrative Agent. If any Bank shall
not have responded affirmatively within such 30-day period, such Bank shall be deemed to
have rejected the Borrower’s proposal to extend its Commitment and only the Commitments of
those Banks which have responded affirmatively shall be extended, subject to receipt by
the Administrative Agent of counterparts of an Extension Agreement in substantially the
form of Exhibit L hereto (the “Extension Agreement”) duly completed and signed by the
Borrower, the Administrative Agent and all of the Banks which have responded
affirmatively. No extension of the Commitments pursuant to this Section 2.19 shall be
legally binding on any party hereto unless and until such Extension Agreement is so
executed and delivered by Banks having at least 66 2/3% of the aggregate amount of the
Commitments.
(b) If any Bank rejects, or is deemed to have rejected, the Borrower’s proposal to
extend its Commitment, (A) this Agreement shall terminate on the Termination Date then in
effect with respect to such Bank, (B) the Borrower shall pay to such Bank on such
Termination Date any amounts due and payable to such Bank on such date and (C) the
Borrower may, if it so elects, designate a Person not theretofore a Bank and acceptable to
the Administrative Agent to become a Bank, or agree with an existing Bank that such Bank’s
Commitment shall be increased, provided that any designation or agreement may not increase
the aggregate amount of the Commitments. Upon execution and delivery by the Borrower and
such replacement Bank or other Person of an instrument of assumption in form and amount
satisfactory to the Administrative Agent and execution and delivery of the Extension
Agreement pursuant to Section 2.19(a), such existing Bank shall have a Commitment as
therein set forth or such other Person shall become a Bank with a Commitment as therein
set forth and all the rights and obligations of a Bank with such a Commitment hereunder.
On the date of termination of any Bank’s Commitment as contemplated by this subsection
(b), the respective participations of the other Banks in all outstanding Letters of Credit
shall be redetermined on the basis of their respective Commitments after giving effect to
such termination, and the participation therein of the Bank whose Commitment is terminated
shall terminate; provided that the Borrower
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shall, if and to the extent necessary to permit such redetermination of participations in
Letters of Credit within the limits of the Commitments which are not terminated, prepay on
such date a portion of the outstanding Loans, and such redetermination and termination of
participations in outstanding Letters of Credit shall be conditioned upon its having done
so.
(c) The Administrative Agent shall promptly notify the Banks of the effectiveness of
each extension of the Commitments pursuant to this Section 2.19.
(e) Section 4.04(a) of the Credit Agreement is amended by changing the reference to the date
“January 1, 2005” to “December 31, 2005” and the reference to “Borrower’s 2004 Annual Report” to
“Borrower’s 2005 Annual Report”.
(f) Section 4.04(c) of the Credit Agreement is amended by changing the reference to the date
“March 31, 2005” to “December 31, 2005”.
(g) Section 4.04(b) of the Credit Agreement is deleted.
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 Credit Agreement. On the Amendment Effective Date,
any Bank party to the 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 Credit Agreement, and all
accrued fees and other amounts payable under the 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 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 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 Credit Agreement on and after the date hereof. The Existing
Pricing Schedule shall continue to apply to interest and fees accruing under the 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 Credit Agreement will be true on and as of the Amendment Effective Date and (ii) no Event of
Default will have occurred and be continuing on such date.
4
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 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 parties listed in the
signature pages hereof 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; and
(c) the Administrative Agent shall have received evidence satisfactory to it that no
loans are outstanding under the 364-Day Credit Agreement dated as of July 8, 2003, as
amended, among the Borrower, the Banks parties thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent (the “Existing 364-Day Credit Agreement”).
The Borrower and the other parties hereto, which other parties comprise the “Required Banks” as
defined in the Existing 364-Day Credit Agreement, hereby agree that the “Commitments” under the
Existing 364-Day Credit Agreement shall terminate automatically upon the effectiveness of this
Amendment, without need for notice or other action by any party, and that accrued facility fees and
any other amounts payable under the Existing 364-Day Credit Agreement shall be due and payable at
such time.
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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/ X. X. Xxxx | |||||
Title: Senior Vice President & Treasurer |
JPMORGAN CHASE BANK, N.A., as Administrative Agent | ||||||
By: | /s/ Xxxxxxxx Xxxxx | |||||
Title: Vice President |
JPMORGAN CHASE BANK, N.A. | ||||||
By: | /s/ Xxxxxxxx Xxxxx | |||||
Title: Vice President |
BANK OF AMERICA, N.A. | ||||||
By: | /s/ X. X. Xxxxxxx | |||||
Title: Senior Vice President |
CITIBANK, N.A. | ||||||
By: | /s/ Xxxxx X. Xxxxxx | |||||
Title: Managing Director |
BARCLAYS BANK PLC | ||||||
By: | /s/ Xxxxxxxx Xxxx | |||||
Title: Director |
DEUTSCHE BANK AG NEW YORK BRANCH | ||||||
By: | /s/ X. Xxxxxx | |||||
Title: Vice President | ||||||
By: | /s/ X. X. Xxxxxxxxx | |||||
Title: Director |
BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY |
||||||
By: | /s/ Xxxxxxxxxxx X. XxXxxxx | |||||
Title: Assistant Vice President |
BNP PARIBAS | ||||||||
By: | /s/ Xxxxxxx Xxxx | |||||||
Name: | Xxxxxxx Xxxx | |||||||
Title: | Managing Director | |||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||||
Name: | Xxxxxx X. Xxxxxx | |||||||
Title: | Director |
CREDIT SUISSE, Cayman Islands Branch | ||||||||
By: | /s/ Xxx Xxxxx | |||||||
Name: | Xxx Xxxxx | |||||||
Title: | Director | |||||||
By: | /s/ Xxxxx Xxxxx | |||||||
Name: | Xxxxx Xxxxx | |||||||
Title: | Associate |
HSBC BANK USA, NATIONAL ASSOCIATION | ||||||||
By: | /s/ X X Xxxxxx | |||||||
Name: | X X Xxxxxx | |||||||
Title: | Head of Transport, Services and Infrastructure | |||||||
XXXXXXX XXXXX BANK USA | ||||||||
By: | /s/ Xxxxx Xxxxx | |||||||
Name: | Xxxxx Xxxxx | |||||||
Title: | Director |
XXXXXX XXXXXXX BANK | ||||||||
By: | /s/ Xxxxxx Xxxxxx | |||||||
Name: | Xxxxxx Xxxxxx | |||||||
Title: | Vice President | |||||||
Xxxxxx Xxxxxxx Bank |
UBS LOAN FINANCE LLC | ||||||||
By: | /s/ Xxxx Xxxxx | |||||||
Name: | Xxxx Xxxxx | |||||||
Title: | Associate Director | |||||||
Banking Products | ||||||||
Services, US | ||||||||
By: | /s/ Xxxxxxx Xxxxxxxxx | |||||||
Name: | Xxxxxxx Xxxxxxxxx | |||||||
Title: | Associate Director | |||||||
Banking Products | ||||||||
Services, US |
WACHOVIA BANK, NATIONAL ASSOCIATION | ||||||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||||||
Name: | Xxxxxx X. Xxxxxxx | |||||||
Title: | Vice President |
XXXXXXX STREET COMMITMENT CORPORATION (Recourse only to assets of Xxxxxxx Street Commitment Corporation) | ||||||||
By: | /s/ Xxxx Xxxxxx | |||||||
Name: | Xxxx Xxxxxx | |||||||
Title: | Assistant Vice President |
XXXXXX XXXXXXX FINANCING, INC. | ||||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||||
Name: | Xxxxxx X. Xxxxxx | |||||||
Title: | Vice President |
THE BANK OF NOVA SCOTIA | ||||||
By: | /s/ Xxxxxx X. Xxx Xxxxxxx
|
|||||
Title: Managing Director |
SOCIETE GENERALE | ||||||
By: | /s/ Xxxxxxx X. Xxxxxxxxx
|
|||||
Title: Managing Director |
THE BANK OF NEW YORK | ||||||
By: | /s/ Xxxxxxx Xxxxx
|
|||||
Title: Managing Director |
MELLON BANK, N.A. | ||||||
By: | /s/ Xxxxxx X. Xxxx
|
|||||
Title: First Vice President |
COMMITMENT SCHEDULE
Bank | Commitment | |||
JPMorgan Chase Bank, N.A. |
$ | 160,000,000 | ||
Bank of America, N.A. |
$ | 160,000,000 | ||
Citibank, N.A. |
$ | 130,000,000 | ||
Barclays Bank PLC |
$ | 130,000,000 | ||
Deutsche Bank AG New York Branch |
$ | 130,000,000 | ||
Bank of Tokyo-Mitsubishi UFJ Trust Company |
$ | 90,000,000 | ||
BNP Paribas |
$ | 90,000,000 | ||
Credit Suisse First Boston, acting
through its Cayman Islands Branch |
$ | 90,000,000 | ||
HSBC Bank USA, National Association |
$ | 90,000,000 | ||
Xxxxxxx Xxxxx Bank USA |
$ | 90,000,000 | ||
Xxxxxx Xxxxxxx Bank |
$ | 90,000,000 | ||
UBS Loan Finance LLC |
$ | 90,000,000 | ||
Wachovia Bank, National Association |
$ | 90,000,000 | ||
Xxxxxxx Street Commitment Corporation |
$ | 90,000,000 | ||
Xxxxxx Xxxxxxx Financing, Inc. |
$ | 65,000,000 | ||
The Bank of Nova Scotia |
$ | 65,000,000 | ||
Societe Generale |
$ | 45,000,000 | ||
The Bank of New York |
$ | 30,000,000 | ||
Mellon Bank, N.A. |
$ | 25,000,000 | ||
Total |
$ | 1,750,000,000 |
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:
Xxxxx X | Xxxxx XX | Xxxxx XXX | Xxxxx XX | Xxxxx X | Xxxxx XX | |||||||||||||||||||
Facility Fee Rate |
0.05 | % | 0.06 | % | 0.07 | % | 0.08 | % | 0.09 | % | 0.125 | % | ||||||||||||
Euro-Dollar Margin |
||||||||||||||||||||||||
Utilization £ 50% |
0.125 | % | 0.14 | % | 0.18 | % | 0.37 | % | 0.535 | % | 0.625 | % | ||||||||||||
Utilization > 50% |
0.175 | % | 0.19 | % | 0.23 | % | 0.42 | % | 0.585 | % | 0.675 | % | ||||||||||||
Letter of Credit Fees |
0.175 | % | 0.19 | % | 0.23 | % | 0.42 | % | 0.585 | % | 0.675 | % |
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 Xxxxx’x 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 XxXxxx-Xxxx 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 or Letter of
Credit Liabilities 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 to be 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 to be at a level one notch lower than the higher of S&P and Moody’s.