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 amended on November 28,
2001, relating to the above referenced Medium-Term Notes, Series E of Textron
Financial Corporation (the "Distribution Agreement") is hereby amended as
follows:
The term "Notes" shall refer to Medium-Term Notes, Series E of Textron
Financial Corporation to be issued on or after the date hereof in an amount
of up to $4,000,000,000.
The term "Agents" shall include HSBC Securities (USA) Inc. and
Tokyo-Mitsubishi International plc to the same extent as if they were named
originally in the Distribution Agreement.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
If the foregoing is in accordance with our agreement, please indicate your
agreement and acceptance hereof in the space provided for that purpose below.
Very truly yours,
TEXTRON FINANCIAL CORPORATION
By:
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Name: Xxxxx X. Xxxx
Title: Vice President and Treasurer
XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX
INCORPORATED
By:
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Name:
Title:
BANC OF AMERICA SECURITIES LLC
By:
---------------------------------
Name:
Title:
BANC ONE CAPITAL MARKETS, INC.
By:
---------------------------------
Name:
Title:
BARCLAYS CAPITAL INC.
By:
---------------------------------
Name:
Title:
2
CITIGROUP GLOBAL MARKETS INC.
By:
---------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON LLC
By:
---------------------------------
Name:
Title:
DEUTSCHE BANK SECURITIES INC.
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
FLEET SECURITIES, INC.
By:
---------------------------------
Name:
Title:
HSBC SECURITIES (USA) INC.
By:
---------------------------------
Name:
Title:
3
X.X. XXXXXX SECURITIES INC.
By:
---------------------------------
Name:
Title:
TOKYO-MITSUBISHI INTERNATIONAL PLC
By:
---------------------------------
Name:
Title:
UBS SECURITIES LLC
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
WACHOVIA CAPITAL MARKETS, LLC
By:
---------------------------------
Name:
Title:
4
