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
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;Credit Agreement • November 7th, 2003 • Textron Financial Corp • Finance lessors • New York
AND SUNTRUST BANK, ATLANTA, TRUSTEE INDENTUREIndenture • November 29th, 1999 • Textron Financial Corp • Finance lessors • New York
CONTRIBUTION AGREEMENT BETWEEN TEXTRON INC. AND TEXTRON FINANCIAL CORPORATIONContribution Agreement • February 13th, 2007 • Textron Financial Corp • Finance lessors • New York
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
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...364-Day Credit Agreement • November 9th, 2004 • Textron Financial Corp • Finance lessors • New York
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
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
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
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENT DATED AUGUST 27, 1999Asset Purchase Agreement • October 6th, 1999 • Textron Financial Corp • Delaware
AMENDMENT TO THE DISTRIBUTION AGREEMENT DATED JUNE 28, 2000Distribution Agreement • September 22nd, 2003 • Textron Financial Corp • Finance lessors
AMENDMENT NO. 3Five-Year Credit Agreement • April 27th, 2007 • Textron Financial Corp • Finance lessors • New York
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...Global Security Agreement • June 4th, 2002 • Textron Financial Corp • Finance lessors
RECITALSReplacement Capital Covenant • February 13th, 2007 • Textron Financial Corp • Finance lessors
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...Indenture • December 7th, 1999 • Textron Financial Corp • Finance lessors
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...Medium-Term Note Agreement • November 17th, 2006 • Textron Financial Corp • Finance lessors
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...364-Day Credit Agreement • July 27th, 2005 • Textron Financial Corp • Finance lessors • New York
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”).
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 —...Guarantee Agreement • July 16th, 2009 • Textron Financial Corp • Finance lessors • New York
THIS 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 SUPPLEMENTSeries 2008-Cp-2 Supplement • February 19th, 2009 • Textron Financial Corp • Finance lessors • New York
This 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”).
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
AMENDED 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”).
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...Security Agreement • December 7th, 1999 • Textron Financial Corp • Finance lessors
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...364-Day Credit Agreement • August 26th, 2003 • Textron Financial Corp • Finance lessors • New York
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.,...Five-Year Credit Agreement • May 1st, 2006 • Textron Financial Corp • Finance lessors • New York
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”).
AMENDMENT NO. 1 TO SERIES 2008-CP-1 SUPPLEMENTSeries 2008-Cp-1 Supplement • May 16th, 2008 • Textron Financial Corp • Finance lessors • New York
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”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • February 19th, 2009 • Textron Financial Corp • Finance lessors • New York
This 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
This 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
AMENDMENT NO. 3 TO SERIES 2008-CP-1 SUPPLEMENTSeries 2008-Cp-1 Supplement • July 21st, 2009 • Textron Financial Corp • Finance lessors • New York
This 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”).
ContractResignation, Appointment and Acceptance Agreement • December 17th, 2007 • Textron Financial Corp • Finance lessors • New York
AGREEMENT 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”).
ContractResignation, Appointment and Acceptance Agreement • December 17th, 2007 • Textron Financial Corp • Finance lessors • New York
AGREEMENT 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
AMENDED 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...Medium-Term Note • June 30th, 2000 • Textron Financial Corp • Finance lessors
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...5-Year Credit Agreement • April 25th, 2006 • Textron Financial Corp • Finance lessors • New York
AMENDMENT 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.
AMENDMENT NO. 1 TO AMENDED AND RESTATED SALE AND SERVICING AGREEMENTSale and Servicing Agreement • April 24th, 2006 • Textron Financial Corp • Finance lessors • New York
This AMENDMENT NO. 1 TO AMENDED AND RESTATED SALE AND SERVICING AGREEMENT (this “Amendment”), dated as of April 19, 2006, among TEXTRON FINANCIAL CORPORATION, a Delaware corporation (the “Servicer”), 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 (the “Indenture Trustee”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED SALE AND SERVICING AGREEMENTSale and Servicing Agreement • February 19th, 2009 • Textron Financial Corp • Finance lessors • New York
This AMENDMENT NO. 2 TO AMENDED AND RESTATED SALE AND SERVICING AGREEMENT (this “Amendment”), dated as of February 12, 2009, among TEXTRON FINANCIAL CORPORATION, a Delaware corporation (the “Servicer”), 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 MELLON (f/k/a The Bank of New York), not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).
