1
Exhibit (b)(3)
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT is dated as of the 1st day of July, 1995 (the "Second
Amendment") among TEXTRON INC., a Delaware corporation (including its successors
and assigns as permitted by the Credit Agreement as defined below, "Company"),
THE LENDERS LISTED ON THE SIGNATURE PAGES HEREOF (individually referred to
herein as a "Lender" and collectively as "Lenders"), and BANKERS TRUST COMPANY
("Bankers"), as Administrative Agent for Lenders ("Agent").
RECITALS
WHEREAS, Company, the lenders listed therein and Agent entered into a
credit agreement dated as of November 1, 1993, as amended on October 30, 1994
("Credit Agreement"); and
WHEREAS, Company, Lenders and Agent desire to further amend the Credit
Agreement;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Company, Lenders and Agent agree as
follows:
1. Section 1.1 of the Credit Agreement is hereby amended by the
deletion of the final sentence of the definition "Total Commitment" and by the
substitution of the following therefor:
"The amount of the Total Commitment is $1,500,000,000."
2. Section 1.1 of the Credit Agreement is hereby further amended by the
deletion of the definition "Line of Credit" in its entirety.
3. Section 2.6 of the Credit Agreement is hereby amended by the
deletion of the words "364 days" in each of line 6, line 5 of subsection (i),
and line 7 of subsection (ii) thereof, and by the substitution of "one year"
therefor.
2
4. Subsection 2.7A(i)(a) of the Credit Agreement is hereby deleted in
its entirety and the following substituted therefor:
"(a) Each Eurodollar Rate Loan shall bear interest on the
unpaid principal amount thereof for the applicable Interest Period at
an interest rate per annum equal to the sum of the Applicable Margin
plus the applicable Adjusted Eurodollar Rate. The "Applicable Margin"
for any Interest Period means the applicable percentage amount set
forth in the table below based upon the rating issued by Standard &
Poor's Corporation and Xxxxx'x Investors Service, Inc. for the
Company's long-term unsecured indebtedness at the Interest Rate
Determination Date for such Interest Period:
Rating Category* Applicable Margin
---------------- -----------------
A/A2 or higher .1800%
A-/A3 .2200%
BBB+/Baa1 .2325%
BBB/Baa2 .2750%
BBB-/Baa3 or lower .3500%
or no rating
---------------
* In the case of "split" ratings (i.e., if the ratings of each such
rating agency differ by one or more categories, including numerical
modifiers and (+) and (-) as categories), the Applicable Margin will be
based upon the higher of the two ratings."
5. Subsection 2.8A(i) of the Credit Agreement is hereby deleted in its
entirety and the following substituted therefor:
"(A) Facility Fees. (i) The Company shall pay to the Agent for the
account of the Banks a facility fee as set forth in the table
below, accrued from and including the Effective Date to and
including the Final Maturity Date, on the daily average
aggregate amount of the Commitments (whether used or unused)
based upon the rating issued by Standard & Poor's Corporation
and Xxxxx'x Investors Service, Inc. for the Company's long-term
-2-
3
unsecured indebtedness at the beginning of each fiscal quarter
of the Company:
Rating Category* Facility Fee
------------------ ------------
A/A2 or higher .0900%
A-/A3 .1100%
BBB+/Baa1 .1500%
BBB/Baa2 .1750%
BBB-/Baa3 or lower .2000%
or no rating
---------------
* In the case of "split" ratings (i.e., if the ratings of each such
rating agency differ by one or more categories, including numerical
modifiers and (+) and (-) as categories), the facility fee will be
based upon the higher of the two ratings."
6. The Final Maturity Date is hereby extended to July 1, 2000 and the
Facility Extension Date is hereby extended to July 1, 1996.
7. The references to "$1,250,000,000" in Exhibit A-2 (Form of
Competitive Bid Note) to the Credit Agreement are hereby amended to read
"$1,500,000,000."
8. The execution and delivery of this Second Amendment by the Company
is deemed a certification by the Company that (i) the representations and
warranties set forth in Section 4 of the Credit Agreement, as amended by this
Second Amendment, are true and correct on and as of the date hereof as if made
on and as of the date hereof, (ii) there exists no Event of Default or Potential
Event of Default on and as of the date hereof, (iii) between October 30, 1994
and July 1, 1995 there have been no changes in generally accepted accounting
principles which have had a material effect on the Company's financial
condition, and (iv) the Company has full power, authority and legal right to
execute, and deliver, and perform its obligations under, this Second Amendment.
9. This Second Amendment shall not constitute a consent or waiver to or
modification of any other provision, term or condition of the Credit Agreement.
All terms, provisions, covenants, representations, warranties, agreements and
conditions contained in the Credit Agreement, as amended hereby, shall remain in
full force and effect.
-3-
4
10. As permitted by Section 10.16 of the Credit Agreement, this Second
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 an original, but all such counterparts together shall constitute
but one and the same instrument. This Second Amendment shall be deemed effective
as of July 1, 1995, subject to:
(a) the prior execution of a counterpart of this Second
Amendment by each of the parties hereto and delivery of copies hereof
to Company and Agent,
(b) the prior execution and delivery by the Company to each
Bank of a new Revolving Note, substantially in the form of Exhibit A
annexed hereto and, in accordance with Section 2.4A of the Credit
Agreement, drawn to the order of such Bank and with appropriate
insertions, and
(c) the execution and delivery to the Agent of the favorable
written opinion of Xxxxx X. Xxxxxxx, Esq., Executive Vice President and
General Counsel of the Company, dated as of July 1, 1995, substantially
in the form of Exhibit B annexed hereto; the Company, by its execution
of this Second Amendment expressly instructs such counsel to prepare
such opinion and deliver it to the Agent for the benefit of the Banks
and such opinion shall contain a statement to that effect.
11. All interest, fees and other amounts accruing under the Credit
Agreement on or prior to, or determined in respect of any day accruing on or
prior to July 1, 1995 shall be computed and determined as provided in this
Agreement before giving effect to this Second Amendment.
12. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS.
WITNESS the due execution hereof by the respective duly authorized
officers of the undersigned as of the date first above written.
-4-
5
Borrower
TEXTRON INC.
By: /s/ X.X. XXXXXXX
-----------------
Title: Vice President
and Treasurer
-5-
6
THE FIRST NATIONAL BANK OF BOSTON
BY: /s/ XXXXX X. XXXXXX
------------------
NAME: XXXXX X. XXXXXX
TITLE: DIRECTOR
COMMITMENT: $61,842,110
PRO RATA SHARE: 4.1228%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
7
CHEMICAL BANK
BY: /S/ XXXXX X. XXXXXX
--------------------
NAME: XXXXX X. XXXXXX
TITLE: VICE PRESIDENT
COMMITMENT: $84,210,550
PRO RATA SHARE: 5.6140%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
8
NATIONSBANK
BY: /S/ XXXXXX X. VAN
-----------------------
NAME: XXXXXX X. VAN
TITLE: SENIOR VICE PRESIDENT
COMMITMENT: $82,894,710
PRO RATA SHARE: 5.5263%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
9
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION
BY: /S/XXXXXXX X. XXXXX
-------------------
NAME: XXXXXXX X. XXXXX
TITLE: VICE PRESIDENT
COMMITMENT: $78,947,400
PRO RATA SHARE: 5.2632%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
10
FIRST NATIONAL BANK OF CHICAGO
BY: /S/ XXXXXX X. XXXXXXXX
----------------------
NAME: XXXXXX X. XXXXXXXX
TITLE: VICE PRESIDENT
COMMITMENT: $78,947,400
PRO RATA SHARE: 5.2632%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
11
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
BY: /S/XXXX X. SILVER
------------------
NAME: XXXX X. SILVER
TITLE: ASSOCIATE
COMMITMENT: $78,947,400
PRO RATA SHARE: 5.2632%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
00
XXX XXXX XX XXX XXXX
BY: /S/XXXXX X. JUDGE
------------------
NAME: XXXXX X. JUDGE
TITLE: VICE PRESIDENT
COMMITMENT: $59,210,550
PRO RATA SHARE: 3.9474%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
13
THE CHASE MANHATTAN BANK, N.A.
BY: /S/XXXXXX XXXXXX, JR.
---------------------
NAME: XXXXXX XXXXXX, JR.
TITLE: VICE PRESIDENT
COMMITMENT: $59,210,550
PRO RATA SHARE: 3.9474%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
14
CIBC INC.
BY: /S/W. XXXXXX XXXXXXXX
---------------------
NAME: W. XXXXXX XXXXXXXX
TITLE: VICE PRESIDENT
COMMITMENT: $59,210,550
PRO RATA SHARE: 3.9474%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
15
CITIBANK, N.A.
BY: /S/X. XXXXXXX
--------------------
NAME: X. XXXXXXX
TITLE: MANAGING DIRECTOR
COMMITMENT: $59,210,550
PRO RATA SHARE: 3.9474%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
16
DEUTSCHE BANK AG, NEW YORK BRANCH
BY: /S/XXXXX XXX
---------------------------
NAME: XXXXX XXX
TITLE: ASSISTANT VICE PRESIDENT
BY: /S/XXXXXXX X. XXXX
------------------
NAME: XXXXXXX X. XXXX
TITLE: VICE PRESIDENT
COMMITMENT: $59,210,550
PRO RATA SHARE: 3.9474%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
00
XXXXX XXXX XX XXXXXX
BY: /S/XXXXXXX XXXXXX
------------------
NAME: XXXXXXX XXXXXX
TITLE: SENIOR MANAGER
COMMITMENT: $59,210,550
PRO RATA SHARE: 3.9474%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
18
SWISS BANK CORPORATION
BY: /S/XXXXX X. XXXXXXX
-------------------------
NAME: XXXXX X. XXXXXXX
TITLE: DIRECTOR
CREDIT RISK MANAGEMENT
BY: /S/XXXXXX X. XXXXXXXXX III
---------------------------------
NAME: XXXXXX X. XXXXXXXXX III
TITLE: ASSOCIATE DIRECTOR
INTERNATIONAL FINANCE DIVISION
COMMITMENT: $59,210,550
PRO RATA SHARE: 3.9474%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
19
ABN-AMRO BANK, N.V.
BY: /S/XXXXX X. XXXXX
-------------------
NAME: XXXXX X. XXXXX
TITLE: VICE PRESIDENT
BY: /S/XXXXXXX X. XXXXX
-----------------------------
NAME: XXXXXXX X. XXXXX
TITLE: ASSISTANT VICE PRESIDENT
COMMITMENT: $55, 263,166
PRO RATA SHARE: 3.6842%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
20
BANKERS TRUST COMPANY
BY: /S/XXXXXX X. XXXXXXXX
---------------------
NAME: XXXXXX X. XXXXXXXX
TITLE: VICE PRESIDENT
COMMITMENT: $69,736,850
PRO RATA SHARE: 4.6491%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
21
FLEET NATIONAL BANK
BY: /S/XXXXXXX X. XXXXXXXXX
-----------------------
NAME: XXXXXXX X. XXXXXXXXX
TITLE: VICE PRESIDENT
COMMITMENT: $48,684,160
PRO RATA SHARE: 3.2456%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
22
BANQUE PARIBAS
BY: /S/XXXXXXX X. XXXXXXX
------------------------
NAME: XXXXXXX X. XXXXXXX
TITLE: SENIOR VICE PRESIDENT
BY: /S/XXXX X. XXXXXXXXX, III
---------------------------
NAME: XXXX X. XXXXXXXXX, III
TITLE: ASSISTANT VICE PRESIDENT
COMMITMENT: $39,210,550
PRO RATA SHARE: 2.6140%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
00
XXXXX XXXXXXXXXX XXXX XX XXXXXXXXXX
BY: /S/XXXXX X. XXXXX
------------------------
NAME: XXXXX X. XXXXX
TITLE: SENIOR VICE PRESIDENT
BY: /S/XXXXX X.X. XXXXXXX
---------------------------
NAME: XXXXX X.X. XXXXXXX
TITLE: ASSISTANT VICE PRESIDENT
COMMITMENT: $35,526,315
PRO RATA SHARE: 2.3684%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
24
MELLON BANK, N.A.
BY: /S/XXXXXX X. XXXXXXXX, XX.
--------------------------
NAME: XXXXXX X. XXXXXXXX, XX.
TITLE: VICE PRESIDENT
COMMITMENT: $34,210,550
PRO RATA SHARE: 2.2807%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
25
CREDIT SUISSE
BY: /S/XXXXX XXXXXX
---------------
NAME: XXXXX XXXXXX
TITLE: ASSOCIATE
BY: /S/XXXXXXX X. XXXX
--------------------------------
NAME: XXXXXXX X. XXXX
TITLE: MEMBER OF SENIOR MANAGEMENT
COMMITMENT: $25,000,000
PRO RATA SHARE: 1.6667%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
26
SHAWMUT BANK
BY: /S/XXXXXX X. XXXX
-----------------
NAME: XXXXXX X. XXXX
TITLE: DIRECTOR
COMMITMENT: $25,000,000
PRO RATA SHARE: 1.6667%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
27
COMERICA BANK
BY: /S/XXX X. XXXX
-------------------
NAME: XXX X. XXXX
TITLE: VICE PRESIDENT
COMMITMENT: $23,684,160
PRO RATA SHARE: 1.5789%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
28
THE BANK OF TOKYO TRUST COMPANY
BY: /S/ X. XXXXXXX
-----------------------------------
NAME: X. XXXXXXX
TITLE: VICE PRESIDENT & DEPUTY MANAGER
COMMITMENT: $22,368,400
PRO RATA SHARE: 1.4912%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
29
THE FUJI BANK, LTD., NEW YORK BRANCH
BY: /S/XXXX X. XXXXXX
-----------------------------
NAME: XXXX XXXXXX
TITLE: VICE PRESIDENT & MANAGER
COMMITMENT: $22,368,400
PRO RATA SHARE: 1.4912%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
30
THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY
BY: /S/XX. XXXX XXXXXX
--------------------------
NAME: XX. XXXX XXXXXX
TITLE: SENIOR VICE PRESIDENT
COMMITMENT: $22,368,400
PRO RATA SHARE: 1.4912%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
31
THE TORONTO-DOMINION BANK
BY: /S/ XXXXX XXXXXX
---------------------
NAME: XXXXX XXXXXX
TITLE: MANAGER CR ADMIN
COMMITMENT: $21,052,599
PRO RATA SHARE: 1.4035%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
00
XXX XXXX XX XXXX XXXXXX
BY: /S/X.X. XXXXXXX
-----------------------
NAME: X.X. XXXXXXX
TITLE: AUTHORIZED SIGNATORY
COMMITMENT: $20,000,000
PRO RATA SHARE: 1.3333%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
33
BANK OF MONTREAL/XXXXXX TRUST AND SAVINGS BANK
BY: /S/XXXX X. XXXXXX
-----------------
NAME: XXXX X. XXXXXX
TITLE: DIRECTOR
COMMITMENT: $19,736,850
PRO RATA SHARE: 1.3158%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
34
THE SANWA BANK, LIMITED
BY: /S/XXXXXX XXXXXXXXX
--------------------------
NAME: XXXXXX XXXXXXXXX
TITLE: SENIOR VICE PRESIDENT
COMMITMENT: $19,736,850
PRO RATA SHARE: 1.3158%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
35
NBD BANK
BY: /S/XXX X. XXXX FOR XXXXXXX X. XXXXX
-----------------------------------
NAME: XXXXXXX X. XXXXX
TITLE: VICE PRESIDENT
COMMITMENT: $44,736,850
PRO RATA SHARE: 2.9825%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
36
BANQUE NATIONALE DE PARIS
BY: /S/XXXXXXX X. XXXX
--------------------------
NAME: XXXXXXX X. XXXX
TITLE: SENIOR VICE PRESIDENT
BY: /S/XXXXXXX XXXX
-----------------------------
NAME: XXXXXXX XXXX
TITLE: ASSISTANT VICE PRESIDENT
COMMITMENT: $15,789,450
PRO RATA SHARE: 1.0526%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
37
CREDIT LYONNAIS, NEW YORK BRANCH
BY: /S/XXXX X. XXXXXXXXXX
---------------------
NAME: XXXX X. XXXXXXXXXX
TITLE: VICE PRESIDENT
CREDIT LYONNAIS, CAYMAN ISLAND BRANCH
BY: /S/XXXX X. XXXXXXXXXX
-------------------------
NAME: XXXX X. XXXXXXXXXX
TITLE: AUTHORIZED SIGNATURE
COMMITMENT: $15,789,450
PRO RATA SHARE: 1.0526%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
38
NATIONAL WESTMINSTER BANK PLC.
BY: /S/XXXXX XXXXXX-XXXXXXX
-----------------------
NAME: XXXXX XXXXXX-XXXXXXX
TITLE: VICE PRESIDENT
COMMITMENT: $15,789,450
PRO RATA SHARE: 1.0526%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
39
FIRST AMERICAN NATIONAL
BY: /S/XXXXX X. XXXX
------------------------
NAME: XXXXX X. XXXX
TITLE: SENIOR VICE PRESIDENT
COMMITMENT: $7,894,710
PRO RATA SHARE: .5263%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
40
CORESTATES BANK, N.A.
BY: /S/XXXXX X. XXXXXX
-----------------------------
NAME: XXXXX X. XXXXXX
TITLE: ASSISTANT VICE PRESIDENT
COMMITMENT: $7,894,710
PRO RATA SHARE: .5263%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
41
SUNTRUST BANK
BY: /S/XXXXX X. XXXXXXXXX, XX
-------------------------
NAME: XXXXX X. XXXXXXXXX, XX
TITLE: GROUP VICE PRESIDENT
COMMITMENT: $7,894,710
PRO RATA SHARE: .5263%
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED AS OF
JULY 1, 1995 TO THE TEXTRON INC. CREDIT AGREEMENT
