Exhibit 10.5
AMENDMENT TO TEXTRON INC.'S CREDIT AGREEMENTS
Amendment dated as of July 28, 2003 to the 364-Day Credit Agreement dated
as of March 31, 2003 (the "364-DAY CREDIT AGREEMENT") and the 5-Year Credit
Agreement dated as of April 1, 2002 (together with the 364-Day Credit Agreement,
the "CREDIT AGREEMENTS") among TEXTRON INC. (the "BORROWER"), the BANKS party
thereto (the "BANKS") and JPMORGAN CHASE BANK, as Administrative Agent (the
"ADMINISTRATIVE AGENT").
WITNESSETH:
WHEREAS, the parties hereto desire to designate Textron Financial Corporation, a
subsidiary of the Company, as a Subsidiary Borrower under each of the Credit
Agreements;
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 Agreements
has the meaning assigned to such term in the Credit Agreements. 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 Agreements shall, after this Amendment becomes
effective, refer to the Credit Agreements as amended hereby.
Section 2. Definition of Subsidiary. The definition of "Subsidiary"
in Section 1.01 of each of the Credit Agreements is hereby amended to read in
its entirety as follows:
"SUBSIDIARY" means, in respect to any Person, any corporation, association
or other business entity of which more than 50% of the total voting power of
shares of stock entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers or trustees thereof is at the
time owned or controlled, directly or indirectly, by such Person or one or more
of the other Subsidiaries of such Person or a combination thereof; provided,
however, that (except for purposes of provisions of this Agreement relating to
Subsidiary Borrowers) no Finance Company or any Subsidiary of any Finance
Company shall be treated as a Subsidiary of the Company.
Section 3. Representations of Borrower. The Company represents and
warrants that (i) the representations and warranties of the Company contained in
the Credit Agreements will be true on and as of the Amendment Effective Date and
(ii) no Default will have occurred and be continuing on such date.
Section 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
Section 5. 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 6. Effectiveness. This Amendment shall become effective on
the date when the Administrative Agent shall have received from each of the
Company and Banks comprising the Required Banks under each of the Credit
Agreements 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 (the "AMENDMENT EFFECTIVE DATE").
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
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TEXTRON INC.
By: /s/ Mary F. Lovejoy
-----------------------------------
Name: Mary F. Lovejoy
Title: Vice President and Treasurer
JPMORGAN CHASE BANK
By: /s/ Randolph Cates
-----------------------------------
Name: Randolph Cates
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ John W. Pocalyko
-----------------------------------
Name: John W. Pocalyko
Title: Managing Director
BANK ONE, NA
By: /s/ William Buhr
-----------------------------------
Name: William Buhr
Title: Vice President
CITIBANK, N.A.
By: /s/ Hugo Arias
-----------------------------------
Name: Hugo Arias
Title: Vice President
DEUTSCHE BANK AG NEW YORK BRANCH
By: /s/ William McGinty
-----------------------------------
Name: William McGinty
Title: Director
By: /s/ David G. Dickinson Jr.
-----------------------------------
Name: David G. Dickinson Jr.
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ J. W. Rhodes
-----------------------------------
Name: J. W. Rhodes
Title: Vice President
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BARCLAYS BANK PLC
By: /s/ Douglas Bernegger
-----------------------------------
Name: Douglas Bernegger
Title: Director
CREDIT SUISSE FIRST BOSTON
acting through its Cayman Islands Branch
By: /s/ Jay Chall
-----------------------------------
Name: Jay Chall
Title: Director
By: /s/ Barbara Wong
-----------------------------------
Name: Barbara Wong
Title: Associate
UBS AG, CAYMAN ISLANDS BRANCH
By: /s/ Patricia O'Kicki
-----------------------------------
Name: Patricia O'Kicki
Title: Director
By: /s/ Wilfred V. Saint
-----------------------------------
Name: Wilfred V. Saint
Title: Associate Director
WACHOVIA BANK, N.A.
By: /s/ Nathan R. Rantala
-----------------------------------
Name: Nathan R. Rantala
Title: Vice President
BMO NESBITT BURNS FINANCING, INC.
By: /s/ Brian L. Banke
-----------------------------------
Name: Brian L. Banke
Title: Managing Director
THE BANK OF NOVA SCOTIA
By: /s/ Todd S. Meller
-----------------------------------
Name: Todd S. Meller
Title: Managing Director
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BNP PARIBAS
By: /s/ Richard Pace
-----------------------------------
Name: Richard Pace
Title: Director
By: /s/ Henry Gaw
-----------------------------------
Name: Henry Gaw
Title: Manager
BANK OF MONTREAL
By: /s/ Brian L. Banke
-----------------------------------
Name: Brian L. Banke
Title: Managing Director
HSBC BANK USA
By: /s/ Christopher M. Samms
-----------------------------------
Name: Christopher M. Samms
Title: First Vice President
ROYAL BANK OF CANADA
By: /s/ Scott Umbs
-----------------------------------
Name: Scott Umbs
Title: Manager
SOCIETE GENERALE
By: /s/ Carol Radice
-----------------------------------
Name: Carol Radice
Title: Vice President
SUNTRUST BANK
By: /s/ William Humphries
-----------------------------------
Name: William Humphries
Title: Director
29