EXHIBIT 4.4
FIRST SUPPLEMENTAL INDENTURE
Dated as of November 16, 2006
AMONG
TEXTRON FINANCIAL CANADA FUNDING CORP.,
TEXTRON FINANCIAL CORPORATION
AND
U.S. BANK NATIONAL ASSOCIATION, as Trustee
TO
INDENTURE
Dated as of November 30, 0000
XXXXXXX
XXXXXXX XXXXXXXXX XXXXXX FUNDING CORP.,
TEXTRON FINANCIAL CORPORATION
AND
U.S. BANK NATIONAL ASSOCIATION
(Successor Trustee to SunTrust Bank), as Trustee
FIRST SUPPLEMENTAL INDENTURE, dated as of November 16, 2006, by and
among Textron Financial Canada Funding Corp., a Nova Scotia limited liability
company (the "Company"), Textron Financial Corporation, a Delaware corporation
(the "Guarantor"), and U.S. Bank National Association, a national banking
association under the laws of the United States of America and having a
corporate trust office in Atlanta, Georgia, as trustee (the "Trustee").
WHEREAS, the Company, the Guarantor and the Trustee (as successor
trustee to SunTrust Bank) have heretofore entered into an Indenture, dated as of
November 30, 2001 (the "Indenture") (such term and all other defined terms used
herein and not otherwise defined shall have the meanings set forth in the
Indenture); and
WHEREAS, each of the Company and the Guarantor by due corporate action
have determined to amend the Indenture by this first supplemental indenture to
amend an event of default for all series of securities issued under the
Indenture after the date hereof; and
WHEREAS, Section 4.1 of the Indenture provides, among other things,
that the Company and the Guarantor may delete or modify Events of Default for
particular series of Securities as contemplated by Section 2.5 of the Indenture;
and
WHEREAS, Section 7.1(f) of the Indenture provides, among other things,
that, without the consent of the holders of the Securities, the Company, the
Guarantor and the Trustee may, from time to time and at any time, enter into an
indenture or indentures supplemental to the Indenture, for, among other things,
the following purpose: to change or eliminate any provision or to make such
other provisions in regard to matters or question arising under the Indenture or
under any supplement indenture as the Company or the Guarantor may deem
necessary or desirable and which shall not adversely affect the interests of the
holders of the Securities at the time Outstanding; and
WHEREAS, each of the Company and the Guarantor by due corporate action
have determined to execute a supplemental indenture in substantially the form of
this First Supplemental Indenture, and all things necessary to make this First
Supplemental Indenture a valid, binding and legal agreement have been done and
performed;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, and of other valuable
considerations the receipt whereof is hereby acknowledged, the Company and the
Guarantor each covenants and agrees with the Trustee, for the equal and
proportionate benefit of all holders of the Securities, as follows:
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ARTICLE I
Amendment of the Indenture
Section 1.1 Amendment. Section 4.1(d) of the Indenture is hereby
amended to read in its entirety as follows:
"(d)(i) with respect to any Securities issued prior to November 16, 2006,
if any Event of Default as defined in any mortgage, indenture or instrument
under which there may be issued, or by which there may be secured or
evidenced, any indebtedness of the Issuer or the Guarantor for money
borrowed, whether such indebtedness now exists or shall hereafter be
created, shall occur and shall result in such indebtedness in principal
amount in excess of $50,000,000 (or the equivalent thereof in foreign or
composite currencies) becoming or being declared due and payable prior to
the date on which it would otherwise become due and payable, and such
acceleration shall not be rescinded or annulled, or such indebtedness shall
not have been discharged, within a period of 30 days after written notice
thereof shall have been given to the Issuer or the Guarantor, as the case
may be, by the holders of at least 25% in aggregate principal amount of
Securities of such series then outstanding;
(ii) with respect to any Securities issued on or after November 16, 2006,
if any Event of Default as defined in any mortgage, indenture or instrument
under which there may be issued, or by which there may be secured or
evidenced, any indebtedness of the Issuer or the Guarantor for money
borrowed, whether such indebtedness now exists or shall hereafter be
created, shall occur and shall result in such indebtedness in principal
amount in excess of $100,000,000 (or the equivalent thereof in foreign or
composite currencies) becoming or being declared due and payable prior to
the date on which it would otherwise become due and payable, and such
acceleration shall not be rescinded or annulled, or such indebtedness shall
not have been discharged, within a period of 30 days after written notice
thereof shall have been given to the Issuer or the Guarantor, as the case
may be, by the holders of at least 25% in aggregate principal amount of
Securities of such series then outstanding;".
ARTICLE II
Miscellaneous
Section 2.1 Trustee's Acceptance. The Trustee accepts the provisions
of this First Supplemental Indenture upon the terms and conditions set forth in
the Indenture; provided, however, that the foregoing acceptance shall not make
the Trustee responsible in any manner whatsoever for the correctness of recitals
or statements by other parties herein and the Trustee shall not be responsible
or accountable in any manner for, or with respect to, the validity or
sufficiency of this First Supplemental Indenture or of the Securities.
-3-
Section 2.2 Indenture to Remain in Full Force and Effect. Except as
hereby expressly provided, the Indenture, as supplemented and amended by this
First Supplemental Indenture, is in all respects ratified and confirmed and all
its terms, provisions and conditions shall be and remain in full force and
effect.
Section 2.3 Rights, Etc. of Trustee. All recitals in this First
Supplemental Indenture are made by the Company and Guarantor only and not by the
Trustee; and all of the provisions contained in the Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect hereof as fully and with like effect as if set forth
herein in full.
Section 2.4 Provisions Binding on Successors. All the covenants,
stipulations, promises and agreements in this First Supplemental Indenture made
by the Company and the Guarantor shall bind its respective successors and
assigns whether so expressed or not.
Section 2.5 New York Contract. This First Supplemental Indenture shall
be deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be governed by and construed in accordance with the laws of
said State, without regard to principles of conflicts of laws.
Section 2.6 Titles, Headings, Etc. The titles and headings of the
articles and sections of this First Supplemental Indenture have been inserted
for convenience of reference only, are not to be considered a part hereof, and
shall in no way modify or restrict any of the terms or provisions hereof.
Section 2.7 Execution in Counterparts. This First Supplemental
Indenture may be executed in any number of counterparts, each of which shall be
deemed an original, but such counterparts shall together constitute but one and
the same instrument.
-4-
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
TEXTRON FINANCIAL CANADA FUNDING CORP.
By: /s/ Xxxxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxxxx X. Xxxxx
Title: President
TEXTRON FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President and
Treasurer
U.S. BANK NATIONAL ASSOCIATION, as
Successor Trustee to SunTrust Bank
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title: Vice President
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