AMENDMENT NO. 1 TO SERIES 2008-CP-1 SUPPLEMENT
Exhibit 4.2
AMENDMENT NO. 1 TO SERIES 2008-CP-1 SUPPLEMENT
This 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”).
RECITALS
A. The Issuer and the Indenture Trustee are parties to that certain Amended and Restated
Indenture dated as of May 26, 2005 (as amended, restated, supplemented or otherwise modified from
time to time, the “Indenture”).
B. The Issuer, Textron Financial Corporation, as Servicer, and the Indenture Trustee are
parties to that certain Series 2008-CP-1 Supplement, dated as of March 20, 2008, to the Indenture
(the “Series Supplement”).
C. The Issuer and the Indenture Trustee desire to amend the Series Supplement on the terms and
conditions set forth below.
Now, therefore, in consideration of the mutual execution hereof and other good and valuable
consideration, the parties hereto agree as follows:
1. Amendment to Series Supplement. Pursuant to Section 9.1(a)(v) of the Indenture,
the Series Supplement is hereby amended as follows:
(a) The definition of “Required Reserve Account Amount” contained in the Series
Supplement is hereby deleted in its entirety, and the following substituted therefor:
“Required Reserve Account Amount” means, for any day, an amount equal to (a)
(i) at any time during the Revolving Period, the product of (x) the Required Reserve
Account Percentage and (y) the then aggregate Outstanding Amount of the Series
2008-CP-1 Notes (after application of any Collections on such date) and (ii)
otherwise, the product of (x) the Required Reserve Account Percentage and (y) the
aggregate Outstanding Amount of the Series 2008-CP-1 Notes on the last day of the
Revolving Period (after application of any Collections on such date), or (b) any
other amount designated by the Seller; provided, however, that if such designation
is of a lesser amount, the Seller shall (i) provide the Indenture Trustee with
evidence that the Rating Agency Condition shall have been satisfied and (ii) deliver
to the Indenture Trustee a certificate of an Authorized Officer to the effect that,
based on the facts known to such officer at such time, in the reasonable belief of
the Seller, such designation will not cause an Early Amortization Event to occur
with respect to Series 2008-CP-1.
(b) Section 4.05(b) of the Series Supplement is hereby amended to insert the following
as clause first thereunder, and to re-number the subsequent clauses appropriately:
(i) first, an amount equal to the Reallocated Principal Collections for the
related Payment Date shall be made available on that Payment Date for application in
accordance with Section 4.09;
(c) Section 4.09 of the Series Supplement is hereby deleted in its entirety, and the
following substituted therefor:
Section 4.09 Reallocated Principal Collections. On each Payment Date,
after giving effect to Section 4.12(a), the Servicer shall apply Reallocated
Principal Collections with respect to that Payment Date to fund any deficiency
pursuant to and in the priority set forth in Sections 4.05(a)(i) through
(ii). On each Payment Date, the Invested Amount shall be reduced by the
amount of Reallocated Principal Collections for such Payment Date. Reallocated
Principal Collections shall become part of Investor Charge-Offs pursuant to
Section 4.07.
2. Confirmation of Series Supplement. Except as herein expressly amended, the Series
Supplement is hereby ratified and confirmed in all respects and shall remain in full force and
effect in accordance with its terms.
3. Effectiveness. This Amendment shall become effective as of the date hereof upon
execution and delivery hereof by the Issuer and the Indenture Trustee.
4. Headings. Section headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any other purpose.
5. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument.
6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF (OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
7. Limitation of Liability of Owner Trustee. This Amendment has been executed by U.S.
Bank Trust National Association, not in its individual capacity, but solely in its capacity as
Owner Trustee of the Issuer, and in no event shall U.S. Bank Trust National Association in it is
individual capacity have any liability for the agreements or obligations of the Issuer hereunder,
as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of
this Amendment, in the performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of the Trust
Agreement.
[signature page follows]
2
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above
written.
| TEXTRON FINANCIAL FLOORPLAN MASTER | ||||
| NOTE TRUST, as Issuer | ||||
| By: | U.S. Bank Trust National Association, not in | |||
| its individual capacity, but solely as Owner | ||||
| Trustee on behalf of the Trust | ||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Title: | Vice President | |||
| THE BANK OF NEW YORK, not in its individual capacity but solely as Indenture Trustee |
||||
| By: | /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | |||
| Title: | Assistant Treasurer | |||
Amendment No. 1 to Series 2008-CP-1 Supplement
Acknowledged and Consented to this
13th day of May, 2008:
13th day of May, 2008:
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as the Class A Noteholder |
||||
By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | |||
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇ | ||||
| Title: Vice President and Manager | ||||
Amendment No. 1 to Series 2008-CP-1 Supplement