AMENDMENT NO. 2 dated as of April 20, 2007 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 and Citigroup...
Exhibit
10.1
$1,250,000,000
AMENDMENT
NO. 2
dated
as of April 20, 2007
to
the 5-Year Credit Agreement
dated
as of March 28, 2005
among
The
Banks Listed Herein,
JPMorgan
Chase Bank, N.A.,
as
Administrative Agent
and
Citibank,
N.A.,
as
Syndication Agent
____________________
X.X.
Xxxxxx Securities Inc.
and
Citigroup
Global Markets Inc.,
Lead
Arrangers and Joint Bookrunners
Bank
of America, N.A.,
Deutsche
Bank Securities Inc.
and
UBS
Loan Finance LLC,
Documentation
Agents
Barclays
Bank PLC,
Co-Documentation
Agent
AMENDMENT
NO. 2 TO 5-YEAR CREDIT AGREEMENT
AMENDMENT
dated as of April 20, 2007 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.
W
I T N E S S E T H :
WHEREAS,
the parties hereto desire to amend the Credit Agreement as set forth herein;
and
WHEREAS
the Commitments of the Lenders are set forth in the Commitment Schedule annexed
hereto;
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 “Termination Date” in Section 1.01 of the Credit Agreement is
amended by changing the date specified therein from “April 21, 2011” to “April
20, 2012”.
(b) Sections
4.03 and 4.04 of the Credit Agreement are amended by changing each reference
to
the date “December 31, 2005” to “December 30, 2006”.
Section
3 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
4 Representations
of Borrower.
The
Company represents and warrants that (i) the representations and warranties
of
the Company 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.
Section
5
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
6 Governing
Law.
This
Amendment shall be governed by and construed in accordance with the laws of
the
State of New York.
Section
7 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
8 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 Company dated as of the Amendment Effective
Date, in form and substance satisfactory to the Administrative
Agent.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.
|
||
/s/
Xxxx X. Xxxxxxx
|
||
Name:
|
Xxxx
X. Xxxxxxx
|
|
Title:
|
Vice
President and Treasurer
|
JPMORGAN
CHASE
BANK, N.A., as Administrative Agent
|
||
/s/
Xxxxxxxx Xxxxx
|
||
Name:
|
Xxxxxxxx
Xxxxx
|
|
Title:
|
Executive
Director
|
JPMORGAN
CHASE
BANK, N.A.
|
||
/s/
Xxxxxxxx Xxxxx
|
||
Name:
|
Xxxxxxxx
Xxxxx
|
|
Title:
|
Executive
Director
|
CITIBANK,
N.A.
|
||
/s/
Xxxxx Xxxxxx
|
||
Name:
|
Xxxxx
Xxxxxx
|
|
Title:
|
Director
|
BANK
OF
AMERICA, N.A.
|
||
/s/
Xxxx Xxxxxxxx
|
||
Name:
|
Xxxx
Xxxxxxxx
|
|
Title:
|
Senior
Vice President
|
BARCLAYS
BANK
PLC
|
||
/s/
Xxxxxxx Xxxxxxxxx
|
||
Name:
|
Xxxxxxx
Xxxxxxxxx
|
|
Title:
|
Director
|
|
DEUTSCHE
BANK
AG NEW YORK BRANCH
|
||
/s/
Xxxxxx Xxxxxx
|
||
Name:
|
Xxxxxx
Xxxxxx
|
|
Title:
|
Vice
President
|
|
/s/
Xxxxxxx Xxxxxxxx
|
||
Name:
|
Xxxxxxx
Xxxxxxxx
|
|
Title:
|
Director
|
|
UBS
LOAN FINANCE LLC
|
||
/s/
Xxxx X. Xxxxx
|
||
Name:
|
Xxxx
X. Xxxxx
|
|
Title:
|
Associate
Director
|
|
/s/
Xxxxx X. Xxxxx
|
||
Name:
|
Xxxxx
X. Xxxxx
|
|
Title:
|
Associate
Director
|
BANK
OF
TOKYO-MITSUBISHI UFJ TRUST COMPANY
|
||
/s/
Xxxxxx Xxxxxx
|
||
Name:
|
Xxxxxx
Xxxxxx
|
|
Title:
|
Vice
President
|
|
BNP
PARIBAS
|
||
/s/
Xxxxxxxxx Xxxxx
|
||
Name:
|
Xxxxxxxxx
Xxxxx
|
|
Title:
|
Vice
President
|
|
/s/
Xxxxxx Xxxxxxxx
|
||
Name:
|
Xxxxxx
Xxxxxxxx
|
|
Title:
|
Director
|
CREDIT
SUISSE FIRST
BOSTON, acting
through its Cayman Islands Branch
|
||
/s/
Xxx Xxxxx
|
||
Name:
|
Xxx
Xxxxx
|
|
Title:
|
Director
|
|
/s/
Xxxxxxxx Xxxxxx
|
||
Name:
|
Xxxxxxxx
Xxxxxx
|
|
Title:
|
Assistant
Vice President
|
HSBC
BANK USA, NATIONAL ASSOCIATION
|
||
/s/
Xxxxxxx X. Xxxxxx
|
||
Name:
|
Xxxxxxx
X. Xxxxxx
|
|
Title:
|
Vice
President
|
XXXXXXX
XXXXX BANK USA
|
||
/s/
Xxxxx Xxxxx
|
||
Name:
|
Xxxxx
Xxxxx
|
|
Title:
|
Director
|
|
XXXXXX
XXXXXXX BANK
|
||
/s/
Xxxxxx Xxxxxx
|
||
Name:
|
Xxxxxx
Xxxxxx
|
|
Title:
|
Authorized
Signatory
|
|
WACHOVIA
BANK,
NATIONAL ASSOCIATION
|
||
/s/
C. Xxxxxxx Xxxxxx
|
||
Name:
|
C.
Xxxxxxx Xxxxxx
|
|
Title:
|
Managing
Director
|
|
XXXXXXX
STREET COMMITMENT
CORPORATION (Recourse
only to assets of Xxxxxxx Street Commitment Corporation)
|
||
/s/
Xxxx Xxxxxx
|
||
Name:
|
Xxxx
Xxxxxx
|
|
Title:
|
Assistant
Vice President
|
|
BANK
OF
MONTREAL
|
||
/s/
Xxxxxx X. Xxxxxx
|
||
Name:
|
Xxxxxx
X. Xxxxxx
|
|
Title:
|
Vice
President
|
THE
BANK OF NOVA
SCOTIA
|
||
/s/
Xxxx Xxxxxx
|
||
Name:
|
Xxxx
Xxxxxx
|
|
Title:
|
Managing
Director
|
|
SOCIETE
GENERALE
|
||
/s/
Xxxxx Xxxxx
|
||
Name:
|
Xxxxx
Xxxxx
|
|
Title:
|
Vice
President
|
|
THE
BANK OF NEW YORK
|
||
/s/
Xxxxxxx X. Xxxxxxx, Xx.
|
||
Name:
|
Xxxxxxx
X. Xxxxxxx, Xx.
|
|
Title:
|
Vice
President
|
|
MELLON
BANK, N.A.
|
||
/s/
Xxxxxx X. Xxxx
|
||
Name:
|
Xxxxxx
X. Xxxx
|
|
Title:
|
First
Vice President
|
COMMITMENT
SCHEDULE
Bank
|
Commitment
|
||
JPMorgan
Chase Bank, N.A.
|
$
|
120,000,000
|
|
Citibank,
N.A.
|
$
|
120,000,000
|
|
Bank
of America, N.A.
|
$
|
90,000,000
|
|
Barclays
Bank PLC
|
$
|
90,000,000
|
|
Deutsche
Bank AG New York Branch
|
$
|
90,000,000
|
|
UBS
Loan Finance LLC
|
$
|
90,000,000
|
|
Bank
of Tokyo-Mitsubishi UFJ Trust Company
|
$
|
60,000,000
|
|
BNP
Paribas
|
$
|
60,000,000
|
|
Credit
Suisse First Boston, acting through its Cayman Islands
Branch
|
$
|
60,000,000
|
|
HSBC
Bank USA, National Association
|
$
|
60,000,000
|
|
Xxxxxxx
Xxxxx Bank USA
|
$
|
60,000,000
|
|
Xxxxxx
Xxxxxxx Bank
|
$
|
60,000,000
|
|
Wachovia
Bank, National Association
|
$
|
60,000,000
|
|
Xxxxxxx
Street Commitment Corporation
|
$
|
60,000,000
|
|
Bank
of Montreal
|
$
|
45,000,000
|
|
The
Bank of Nova Scotia
|
$
|
45,000,000
|
|
Societe
Generale
|
$
|
40,000,000
|
|
The
Bank of New York
|
$
|
20,000,000
|
|
Mellon
Bank, N.A.
|
$
|
20,000,000
|
|
Total
|
$
|
1,250,000,000
|
PRICING
SCHEDULE
Each
of
“Facility
Fee Rate”,
“Euro-Dollar
Margin”
and
“Letter
of Credit Fee Rate”
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
|
0.045%
|
0.05%
|
0.06%
|
0.07%
|
0.09%
|
0.10%
|
Euro-Dollar
Margin
Utilization
<
50%
Utilization
> 50%
|
0.13% 0.155%
|
0.15% 0.20%
|
0.19% 0.24%
|
0.28% 0.33%
|
0.36% 0.41%
|
0.525% 0.65%
|
Letter
of Credit Fee Rate
|
0.155%
|
0.20%
|
0.24%
|
0.33%
|
0.41%
|
0.65%
|
For
purposes of this Schedule, the following terms have the following meanings,
subject to the concluding paragraph of this Schedule:
“Level
I Pricing”
applies
at any date if, at such date, the Company’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 Company’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 Company’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 Company’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 Company’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 sum of (A) the aggregate outstanding principal amount of the loans under
the Facility at such date (after giving effect to any borrowing or payment
on
such date) plus
(B) the
aggregate amount then owing in respect of amounts paid by the Issuing Bank
upon
a drawing under a letter of credit issued under the Facility at such
date
plus
(C) the
aggregate amount then available for drawing under all outstanding letters of
credit under the Facility at such date and (ii) the denominator of which is
the
aggregate amount of the commitments under the Facility 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 under the Facility, 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 Company without
third-party enhancement, and any rating assigned to any other debt security
of
the Company shall be disregarded. The rating in effect at any date is that
in
effect at the close of business of such date.
If
the
Company 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 to be at that level, (b) if the S&P and Moody’s ratings are
not the same, and the ratings differential is one level, 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, all three ratings will be deemed to be at a level one notch
lower than the higher of S&P and Moody’s.