AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Exhibit 99.2
AMENDMENT NO. 1 TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
RECEIVABLES PURCHASE AGREEMENT
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”).
BACKGROUND
A. TFC and TRC III are party to that certain Amended and Restated Receivables Purchase
Agreement dated as of May 26, 2005 (as amended or otherwise modified, the “Receivables Purchase
Agreement”).
B. TRC III and TFC have made a request to amend certain provisions of the Receivables Purchase
Agreement pursuant to Section 7.1(b) of the Receivables Purchase Agreement, which permits an
amendment of the Receivables Purchase Agreement without the consent of any of the Interestholders
of any outstanding Series so long as (i) the Servicer has delivered to the Indenture Trustee an
Officer’s Certificate to the effect that the amendment will not adversely affect in any material
respect the interests of any of the Interestholders of any outstanding Series and (ii) the Rating
Agency Condition is satisfied.
C. The parties hereto are willing to enter into this Amendment upon the terms and conditions
set forth below.
NOW THEREFORE, in consideration of the matters set forth in the recitals and the covenants and
provisions herein set forth, and other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
Section 1. Definitions. Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed thereto in the Receivables Purchase Agreement.
Section 2. Amendments to the Receivables Purchase Agreement.
(a) Section 2.6 of the Receivables Purchase Agreement is hereby amended by redesignating
existing clause (c) as clause (d) and inserting a new clause (c) as follows:
(c) Notwithstanding the foregoing, if, on any day, an Account has a Receivable
balance of zero which the Servicer will remove from its master files, only the
conditions set forth in Section 2.6(b)(v), (vi)(B) and (vii)
(to the extent applicable) need be satisfied, but such Account shall otherwise be
deemed to be a Removed Account and Designated Account and the Removal Commencement
Date shall be the date on which the Servicer removes such Account from its master
files.
(b) The first sentence of Section 2.6(d) (as redesignated) of the Receivables Purchase
Agreement is hereby amended by restating in its entirety such sentence as follows:
Subject to Section 2.6(b), upon satisfaction of the conditions therein, if
applicable, and upon TFC’s consent to the proposed removal, on the Removal
Commencement Date with respect to any Designated Account, such Designated Account
and any Collateral Security
related to any present or former Receivables in such Designated Account shall be
deemed removed from operation of this Agreement (a “Removed Account”) for
all purposes and TRC III shall automatically and without further action be deemed to
sell, transfer, assign, set over and otherwise convey to TFC, without recourse,
representation or warranty, all the right, title and interest of TRC III in and to
all Collateral Security related to any present or former Receivable in such
Designated Account and all moneys due or to become due with respect thereto and all
proceeds thereof.
Section 3. Covenants, Representations and Warranties.
(a) Upon the effectiveness of this Amendment, each of TFC and TRC III hereby reaffirms
all covenants, representations and warranties made by it, to the extent the same are not
amended hereby, in the Basic Documents and agrees that all such covenants, representations
and warranties (except to the extent such representations and warranties related to a
specific date) shall be deemed to have been re-made as of the date of this Amendment.
(b) Each of TFC and TRC III hereby represents and warrants as to itself (i) that this
Amendment constitutes the legal, valid and binding obligation of such party enforceable
against such party in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors’ rights generally and general principles of equity which may limit the
availability of equitable remedies and (ii) upon the effectiveness of this Amendment, no
event shall have occurred and be continuing which constitutes an Event of Default.
Section 4. Conditions Precedent. This Amendment shall be effective as of the date
first set forth above, subject to the satisfaction of the following conditions precedent:
(a) Executed Amendment. Receipt by the Indenture Trustee of a copy of this
Amendment duly executed by each of the parties hereto;
(b) Servicer Officer’s Certificate. The Servicer has delivered to the
Indenture Trustee an Officer’s Certificate to the effect that this Amendment will not
adversely affect in any material respect the interests of any of the Interestholders of any
outstanding Series; and
(c) Rating Agency Condition. The Rating Agency Condition is satisfied.
Section 5. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF (OTHER
THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAWS) AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 6. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument.
Section 7. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purpose.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first above written.
| TEXTRON FINANCIAL CORPORATION |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Assistant Treasurer | |||
| TEXTRON RECEIVABLES CORPORATION III |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Assistant Treasurer | |||
Signature Page to Amendment No. 1 to Amended and Restated Receivables Purchase Agreement
