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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 mutual covenants hereinafter set forth, Textron
and TFC agree as follows:
1. FIXED CHARGES COVERAGE.
Commencing with the fiscal quarter in which this Agreement is
executed and terminating with the fiscal quarter in which this
Agreement terminates, Textron shall pay TFC a cash payment
sufficient to provide that with respect to the year-to-date
period then ended the sum of TFC's pre-tax earnings before
extraordinary items plus Fixed Charges will not be less than
one hundred and twenty-five (125%) percent of TFC's Fixed
Charges. Such payment shall be made not later than the end of
the next fiscal quarter. As used herein, "Fixed Charges" shall
mean actual interest incurred in each quarter on funded or
unfunded indebtedness and apportionment of debt discount or
premium (in the testing of obligation where interest is
partially or entirely contingent upon earnings "Fixed Charges"
will include contingent interest payments).
2. OWNERSHIP OF TFC.
Textron and TFC agree that one hundred (100%) percent of the
issued and outstanding shares of common stock of TFC shall at
all times be owned by Textron or a corporation controlled by,
controlling or under common control with Textron, and that
Textron or any such corporation will at all times have a
controlling interest in TFC.
3. MINIMUM SHAREHOLDER'S EQUITY.
Commencing with the fiscal quarter in which this Agreement is
executed and terminating with the fiscal quarter in which this
Agreement terminates, Textron shall make such equity
contributions to TFC as may be required to ensure that the
consolidated shareholders equity of TFC shall not be less than
$200,000,000. Any contributions of equity required by this
Agreement shall be made not later than the end of the next
fiscal quarter. Such additional equity contributions may be in
any form of asset which is eligible for treatment as
shareholder equity in accordance with generally accepted
accounting principles.
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4. COMPUTATIONS.
All computations under this Agreement shall be made in
accordance with generally accepted accounting principles
consistently applied, and all computations shall be made on a
consolidated basis so as to include all of TFC's consolidated
subsidiaries now or hereafter organized.
5. NO GUARANTEE OF TFC's OBLIGATIONS.
This Agreement is not intended to be and is not, and nothing
contained herein and nothing done by Textron pursuant hereto
shall be deemed to constitute, a guarantee by Textron of the
payment of the interest or principal of any obligation,
indebtedness or liability of any kind or character, however
evidenced or arising, of TFC to any person or persons.
6. THIRD-PARTY BENEFICIARIES.
Textron and TFC acknowledge and agree that this Agreement is
entered into for the benefit of and is enforceable by any
party which lends funds to TFC and their successors and
assigns.
7. DEFAULT.
Upon any default by either party hereunder and the expiration
of all applicable grace periods, the non-defaulting party
shall have all rights and remedies available under applicable
law.
8. TERMINATION, AMENDMENTS AND SUPPLEMENTS.
a. Either Textron or TFC shall have the right to
terminate this Agreement upon thirty (30) days'
written notice to the other.
b. This Agreement shall not be terminated pursuant to
Section 8(a) above or supplemented or amended
pursuant to Section 10(c) below, if TFC has any
indebtedness for money borrowed outstanding (other
than to Textron) under the terms of which such action
would constitute a default, unless the holder of such
indebtedness has consented to such action.
c. This Agreement shall continue in effect unless and
until terminated as provided above.
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9. NO WAIVER.
Except as specifically provided elsewhere in this Agreement,
Textron and TFC hereby waive any failure or delay on the part
of the other in asserting or enforcing any right which it may
have at any time under this Agreement.
10. MISCELLANEOUS.
a. This Agreement shall be binding upon, and shall inure
to the benefit of, the parties hereto and their
respective successors and assigns.
b. This Agreement and all rights and obligations
hereunder shall be governed by and construed and
enforced in accordance with the laws of the State of
Rhode Island.
c. This Agreement may not be amended or supplemented
except by an instrument in writing signed by the
parties. All headings herein are for convenience of
reference only and shall be disregarded in the
interpretation hereof.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed as of the day and year first above written.
Attest: TEXTRON FINANCIAL CORPORATION
/s/ Xxxxxxxxx X. Xxxxxxx By: /s/ X.X. Xxxxx
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Attest: TEXTRON INC.
/s/ Xxxxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. XxXxxxxxx
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