JPMorgan Chase Bank, National Association London EC4Y 0JP England April 30, 2009Letter Agreement • May 5th, 2009 • Textron Inc • Aircraft & parts
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Textron Inc. (the “Company”) to JPMorgan Chase Bank, National Association, London Branch (“Bank”), represented by J.P. Morgan Securities Inc. (“Agent”) as its agent, on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
Goldman, Sachs & Co. One New York Plaza New York, NY 10004 April 29, 2009Textron Inc • May 5th, 2009 • Aircraft & parts • New York
The definitions and provisions contained in the 1996 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein have the meanings assigned to them in the Prospectus dated July 28, 2008, as supplemented by the Prospectus Supplement dated April 29, 2009 (as so supplemented, the “Prospectus”), relating to the USD 540,000,000 principal amount of 4.50% Convertible Senior Notes due 2013, (the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty pursuant to an Indenture dated as of September 10, 1999, as supplemented by the Supplemental Indenture (the “Supplemental Indenture”) thereto to be dated May 5, 2009, between Counterparty and The Bank of
Re: Additional Issuer Warrant Transaction Reformation Agreement (this “Reformation Agreement”)Textron Inc • May 5th, 2009 • Aircraft & parts • New York
WHEREAS, Textron Inc. (the “Company”) and Goldman, Sachs & Co. (“Bank”) entered into the Additional Issuer Warrant Transaction (the “Transaction”) pursuant to a letter agreement dated April 30, 2009 (the “Confirmation”) with the mutual understanding that the Confirmation would not require approval of the Company’s shareholders under the rules of the New York Stock Exchange (the “NYSE”);
UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2009 • Textron Inc • Aircraft & parts • Illinois
Re: Issuer Warrant Transaction Reformation Agreement (this “Reformation Agreement”)Textron Inc • May 5th, 2009 • Aircraft & parts • New York
WHEREAS, Textron Inc. (the “Company”) and JPMorgan Chase Bank, National Association, London Branch (“Bank”), represented by J.P. Morgan Securities Inc. as its agent, entered into the Issuer Warrant Transaction (the “Transaction”) pursuant to a letter agreement dated April 29, 2009 (the “Confirmation”) with the mutual understanding that the Confirmation would not require approval of the Company’s shareholders under the rules of the New York Stock Exchange (the “NYSE”);
JPMorgan Chase Bank, National Association London EC4Y 0JP England April 29, 2009Letter Agreement • May 5th, 2009 • Textron Inc • Aircraft & parts • New York
The definitions and provisions contained in the 1996 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein have the meanings assigned to them in the Prospectus dated July 28, 2008, as supplemented by the Prospectus Supplement dated April 29, 2009 (as so supplemented, the “Prospectus”), relating to the USD 540,000,000 principal amount of 4.50% Convertible Senior Notes due 2013, (the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty pursuant to an Indenture dated as of September 10, 1999, as supplemented by the Supplemental Indenture (the “Supplemental Indenture”) thereto to be dated May 5, 2009, between Counterparty and The Bank of
Re: Issuer Warrant TransactionLetter Agreement • May 5th, 2009 • Textron Inc • Aircraft & parts
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Textron Inc. (the “Company”) to JPMorgan Chase Bank, National Association, London Branch (“Bank”), represented by J.P. Morgan Securities Inc. (“Agent”) as its agent, on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
