Exhibit 10.1
CONFORMED COPY
$1,750,000,000
AMENDMENT NO. 3
DATED AS OF APRIL 27, 2007
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
----------
X.X. XXXXXX SECURITIES INC.
AND
BANC OF AMERICA SECURITIES LLC,
LEAD ARRANGERS AND JOINT BOOKRUNNERS
BANK OF AMERICA, N.A.,
SYNDICATION AGENT
BARCLAYS BANK PLC
CITIBANK, N.A.
AND
DEUTSCHE BANK SECURITIES INC.,
DOCUMENTATION AGENTS
AMENDMENT NO. 3 TO FIVE-YEAR CREDIT AGREEMENT
AMENDMENT dated as of April 27, 2007 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").
WITNESSETH:
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 28,
2011" to "April 27, 2012".
(b) Section 4.04(a) of the Credit Agreement is amended by changing the
reference to the date "December 31, 2005" to "December 30, 2006" and the
reference to "Borrower's 2005 Annual Report" to "Borrower's 2006 Annual Report".
(c) Section 4.04(c) of the Credit Agreement is amended by changing the
reference to the date "December 31, 2005" to "December 30, 2006".
(d) Section 5.08 of the Credit Agreement is amended by changing the ratio
of Consolidated Debt less Qualifying Subordinated Debt to the sum of
Consolidated Net Worth and Qualifying Subordinated Obligations from "8 to 1" to
"9 to 1".
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 Borrower represents and
warrants that (i) the representations and warranties of the Borrower 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 Borrower dated as of
the Amendment Effective Date, in form and substance satisfactory to the
Administrative Agent.
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
TEXTRON FINANCIAL CORPORATION
By: /S/ XXXXX X. XXXX
------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior VP and Treasurer
JPMORGAN CHASE BANK, N.A., as
Administrative Agent
By: /S/ XXXXXXXX XXXXX
------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Executive Director
JPMORGAN CHASE BANK, N.A.
By: /S/ XXXXXXXX XXXXX
------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Executive Director
BANK OF AMERICA, N.A.
By: /S/ XXXX XXXXXXXX
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Senior Vice President
CITIBANK, N.A.
By: /S/ XXXXX X. XXXXXX
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
BARCLAYS BANK PLC
By: /S/ XXXXXXXX XXXX
------------------------------------
Name: Xxxxxxxx Xxxx
Title: Director
DEUTSCHE BANK AG NEW YORK BRANCH
By: /S/ XXXXXXXX XXXXXX
------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Managing Director
By: /S/ XXXXXX XXXXXXXXX
------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
BANK OF TOKYO-MITSUBISHI UFJ
TRUST COMPANY
By: /S/ XXXXXX XXXXXX
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
BNP PARIBAS
By: /S/ XXXX XXXX
------------------------------------
Name: Xxxx Xxxx
Title: Managing Director
By: /S/ XXXXXXXXX XXXXX
------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Islands Branch
By: /S/ XXX XXXXX
------------------------------------
Name: Xxx Xxxxx
Title: Director
By: /S/ XXXXX XXXXXX
------------------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Vice President
HSBC BANK USA, NATIONAL ASSOCIATION
By: /S/ XXXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President #14811
XXXXXXX XXXXX BANK USA
By: /S/ XXXXX XXXXX
------------------------------------
Name: Xxxxx Xxxxx
Title: Director
XXXXXX XXXXXXX BANK
By: /S/ XXXXXX XXXXXX
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
Xxxxxx Xxxxxxx Bank
UBS LOAN FINANCE LLC
By: /S/ XXXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
By: /S/ XXXX X. XXXX
------------------------------------
Name: Xxxx X. Xxxx
Title: Associate Director
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /S/ C. XXXXXXX XXXXXX
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
XXXXXXX STREET COMMITMENT CORPORATION
(Recourse only to assets of Xxxxxxx
Street Commitment Corporation)
By: /S/ XXXX XXXXXX
------------------------------------
Name: Xxxx Xxxxxx
Title: Assistant Vice President
BMO CAPITAL MARKETS FINANCING, INC.
By: /S/ XXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /S/ XXXX XXXXXX
------------------------------------
Name: Xxxx Xxxxxx
Title: Managing Director
SOCIETE GENERALE
By: /S/ XXXXX XXXXX
------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
THE BANK OF NEW YORK
By: /S/ XXXXXXX X. XXXXXXX, XX.
------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Vice President
MELLON BANK, N.A.
By: /S/ XXXXXX X. XXXX
------------------------------------
Name: Xxxxxx X. Xxxx
Title: First Vice President
COMMITMENT SCHEDULE
Bank Commitment
---- --------------
JPMorgan Chase Bank, N.A. $ 160,000,000
Bank of America, N.A. $ 160,000,000
Citibank, N.A. $ 130,000,000
Barclays Bank PLC $ 130,000,000
Deutsche Bank AG New York Branch $ 130,000,000
Bank of Tokyo-Mitsubishi UFJ Trust Company $ 90,000,000
BNP Paribas $ 90,000,000
Credit Suisse First Boston, acting through its Cayman Islands
Branch $ 90,000,000
HSBC Bank USA, National Association $ 90,000,000
Xxxxxxx Xxxxx Bank USA $ 90,000,000
Xxxxxx Xxxxxxx Bank $ 90,000,000
UBS Loan Finance LLC $ 90,000,000
Wachovia Bank, National Association $ 90,000,000
Xxxxxxx Street Commitment Corporation $ 90,000,000
BMO Capital Markets Financing, Inc. $ 65,000,000
The Bank of Nova Scotia $ 65,000,000
Societe Generale $ 45,000,000
The Bank of New York $ 30,000,000
Mellon Bank, N.A. $ 25,000,000
--------------
TOTAL $1,750,000,000
==============
PRICING SCHEDULE
Each of "FACILITY FEE RATE" and "EURO-DOLLAR MARGIN" 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 < or = 50% 0.13% 0.15% 0.19% 0.28% 0.36% 0.525%
Utilization > 50% 0.155% 0.20% 0.24% 0.33% 0.41% 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 with respect to
split ratings:
"LEVEL I PRICING" applies at any date if, at such date, the Borrower'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 Borrower'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 Borrower'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 Borrower'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 Borrower'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 Total Outstanding Amount at such date (after
giving effect to any borrowing or payment on such date) and the denominator of
which is the aggregate amount of the Commitments 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,
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 Borrower
without third-party enhancement (other than the Textron Inc. Support Agreement),
and any rating assigned to any other debt security of the Borrower shall be
disregarded. The rating in effect at any date is that in effect at the close of
business of such date.
If the Borrower 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 at that level, (b) if the S&P and Moody's ratings
are not the same and the ratings differential is one level, then 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, then all three ratings will be deemed to be at a level one notch
lower than the higher of S&P and Moody's.
