EX-10.1 2 exhibit10.htm EXHIBIT 10.1 Exhibit 10.1
Exhibit 10.1
$1,250,000,000
 
AMENDMENT NO. 2
dated as of April 20, 2007

to the 5-Year Credit Agreement

dated as of March 28, 2005
among

Textron Inc.,

The Banks Listed Herein,

JPMorgan Chase Bank, N.A.,
as Administrative Agent

and

Citibank, N.A.,
as Syndication Agent
____________________

J.P. Morgan Securities Inc.
and
Citigroup Global Markets Inc.,
Lead Arrangers and Joint Bookrunners

Bank of America, N.A.,
Deutsche Bank Securities Inc.
and
UBS Loan Finance LLC,
Documentation Agents

Barclays Bank PLC,
Co-Documentation Agent

 

AMENDMENT NO. 2 TO 5-YEAR CREDIT AGREEMENT
 
AMENDMENT dated as of April 20, 2007 to the 5-Year Credit Agreement dated as of March 28, 2005 (the “Credit Agreement”) among TEXTRON INC., the BANKS party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and CITIBANK, N.A., as Syndication Agent.
 
W I T N E S S E T H :
 
WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth herein; and
 
WHEREAS the Commitments of the Lenders are set forth in the Commitment Schedule annexed hereto;
 
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 Agreement has the meaning assigned to such term in the Credit Agreement. 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 Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.
 
Section 2   Amendments.
                    (a)  The definition of “Termination Date” in Section 1.01 of the Credit Agreement is amended by changing the date specified therein from “April 21, 2011” to “April 20, 2012”.
 
                    (b)  Sections 4.03 and 4.04 of the Credit Agreement are amended by changing each reference to the date “December 31, 2005” to “December 30, 2006”.
 
Section 3  Changes in Pricing Schedule. The Pricing Schedule attached to the Credit Agreement (the “Existing Pricing Schedule”) is deleted and replaced by the Pricing Schedule attached to this Amendment (the “New Pricing Schedule”). The New Pricing Schedule shall apply to interest and fees accruing under the Credit Agreement on and after the date hereof. The Existing Pricing Schedule shall continue to apply to interest and fees accruing under the Credit Agreement prior to the date hereof.
 
Section 4  Representations of Borrower. The Company represents and warrants that (i) the representations and warranties of the Company set forth in Article 4 of the Credit Agreement will be true on and as of the Amendment Effective Date and (ii) no Event of Default will have occurred and be continuing on such date.
 
Section 5   Effect of Amendments. Except as expressly set forth herein, the amendments contained herein shall not constitute a waiver or amendment of any term or condition of the Credit Agreement, and all such terms and conditions shall remain in full force and effect and are hereby ratified and confirmed in all respects.
 
Section 6  Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
 
Section 7  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 8  Effectiveness. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to satisfaction of the following conditions:
 
(a)  the Administrative Agent shall have received from each of the parties listed in the signature pages hereof 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; and
 
(b)  the Administrative Agent shall have received an opinion of the General Counsel or Assistant General Counsel of the Company dated as of the Amendment Effective Date, in form and substance satisfactory to the Administrative Agent.

 

 
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
 
                    TEXTRON INC.
 
 
/s/ Mary F. Lovejoy
 
Name:
Mary F. Lovejoy
 
Title:
Vice President and Treasurer


                    JPMORGAN CHASE BANK, N.A., as Administrative Agent
 
 
/s/ Randolph Cates
 
Name:
Randolph Cates
 
Title:
Executive Director


                    JPMORGAN CHASE BANK, N.A.
 
 
/s/ Randolph Cates
 
Name:
Randolph Cates
 
Title:
Executive Director

 
                    CITIBANK, N.A.
 
 
/s/ Peter Kettle
 
Name:
Peter Kettle
 
Title:
Director

 
                    BANK OF AMERICA, N.A.
 
 
/s/ Jeff Hallmark
 
Name:
Jeff Hallmark
 
Title:
Senior Vice President
 

 

                    BARCLAYS BANK PLC
 
 
/s/ Douglas Bernegger
 
Name:
Douglas Bernegger
 
Title:
Director
     
     
                    DEUTSCHE BANK AG NEW YORK BRANCH
 
 
/s/ Yvonne Tilden
 
Name:
Yvonne Tilden
 
Title:
Vice President
     
     
 
/s/ Andreas Neumeier
 
Name:
Andreas Neumeier
 
Title:
Director
 
                    UBS LOAN FINANCE LLC
 
 
/s/ Mary E. Evans
 
Name:
Mary E. Evans
 
Title:
Associate Director
     
     
 
/s/ David B. Julie
 
Name:
David B. Julie
 
Title:
Associate Director
 
                  BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY
 
 
/s/ Joanne Nasuti
 
Name:
Joanne Nasuti
 
Title:
Vice President
 
                    BNP PARIBAS
 
 
/s/ Berangere Allen
 
Name:
Berangere Allen
 
Title:
Vice President
     
 
/s/ Simone Vinocour
 
Name:
Simone Vinocour
 
Title:
Director


                  CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch
 
 
/s/ Jay Chall
 
Name:
Jay Chall
 
Title:
Director
 
/s/ Bernhard Schmid
 
Name:
Bernhard Schmid
 
Title:
Assistant Vice President


                    HSBC BANK USA, NATIONAL ASSOCIATION
 
 
/s/ Eduardo P. Abello
 
Name:
Eduardo P. Abello
 
Title:
Vice President

 

 

 

                    MERRILL LYNCH BANK USA
 
 
/s/ Louis Alder
 
Name:
Louis Alder
 
Title:
Director
 
                    MORGAN STANLEY BANK
 
 
/s/ Daniel Twenge
 
Name:
Daniel Twenge
 
Title:
Authorized Signatory
                    
                    WACHOVIA BANK, NATIONAL ASSOCIATION
 
 
/s/ C. Jeffrey Seaton
 
Name:
C. Jeffrey Seaton
 
Title:
Managing Director
 
                  WILLIAM STREET COMMITMENT CORPORATION (Recourse only to assets of William Street Commitment Corporation)
 
 
/s/ Mark Walton
 
Name:
Mark Walton
 
Title:
Assistant Vice President
 
                   BANK OF MONTREAL
 
 
/s/ Joseph W. Linder
 
Name:
Joseph W. Linder
 
Title:
Vice President

 

 

                   THE BANK OF NOVA SCOTIA
 
 
/s/ Todd Meller
 
Name:
Todd Meller
 
Title:
Managing Director
 
 
                    SOCIETE GENERALE
 
 
/s/ Nigel Elvey
 
Name:
Nigel Elvey
 
Title:
Vice President
 
 
                    THE BANK OF NEW YORK
 
 
/s/ Kenneth P. Sneider, Jr.
 
Name:
Kenneth P. Sneider, Jr.
 
Title:
Vice President
 
 
                    MELLON BANK, N.A.
 
 
/s/ Laurie G. Dunn
 
Name:
Laurie G. Dunn
 
Title:
First Vice President
 

 
COMMITMENT SCHEDULE
Bank
 
Commitment
 
  
JPMorgan Chase Bank, N.A.
$
120,000,000
  
Citibank, N.A.
$
120,000,000
  
Bank of America, N.A.
$
90,000,000
  
Barclays Bank PLC
$
90,000,000
  
Deutsche Bank AG New York Branch
$
90,000,000
  
UBS Loan Finance LLC
$
90,000,000
  
Bank of Tokyo-Mitsubishi UFJ Trust Company
$
60,000,000
  
BNP Paribas
$
60,000,000
  
Credit Suisse First Boston, acting through its Cayman Islands Branch
$
60,000,000
  
HSBC Bank USA, National Association
$
60,000,000
  
Merrill Lynch Bank USA
$
60,000,000
  
Morgan Stanley Bank
$
60,000,000
  
Wachovia Bank, National Association
$
60,000,000
  
William Street Commitment Corporation
$
60,000,000
  
Bank of Montreal
$
45,000,000
  
The Bank of Nova Scotia
$
45,000,000
  
Societe Generale
$
40,000,000
  
The Bank of New York
$
20,000,000
  
Mellon Bank, N.A.
$
20,000,000
  
Total
$
1,250,000,000
  

 

PRICING SCHEDULE


Each of “Facility Fee Rate”, “Euro-Dollar Margin” and “Letter of Credit Fee Rate” means, for any date, the rate set forth below in the row opposite such term and in the row corresponding to the “Utilization” at such date and under the column corresponding to the “Pricing Level” at such date:
 

 
Level I
Level II
Level III
Level IV
 
Level V
 
Level VI
 Facility Fee Rate
 0.045%
 
0.05%
 
0.06%
 
0.07%
 
0.09%
 
0.10%
 
Euro-Dollar Margin
  Utilization < 50%
  Utilization > 50%

    0.13%
0.155%
 

0.15%
0.20%
 

0.19%
0.24%
 

0.28%
0.33%
 

0.36%
0.41%
 

0.525%
0.65%
 
Letter of Credit Fee Rate
 
0.155%
 
0.20%
 
0.24%
 
0.33%
 
0.41%
 
0.65%

For purposes of this Schedule, the following terms have the following meanings, subject to the concluding paragraph of this Schedule:
 
“Level I Pricing” applies at any date if, at such date, the Company’s long-term debt is rated A+ or higher by S&P, A1 or higher by Moody’s and A+ or higher by Fitch.
 
“Level II Pricing” applies at any date if, at such date, the Company’s long-term debt is rated A by S&P, A2 by Moody’s and A by Fitch.
 
“Level III Pricing” applies at any date if, at such date, the Company’s long-term debt is rated A- by S&P, A3 by Moody’s and A- by Fitch.
 
“Level IV Pricing” applies at any date, if at such date, the Company’s long-term debt is rated BBB+ by S&P, Baa1 by Moody’s and BBB+ by Fitch.
 
“Level V Pricing” applies at any date if, at such date, the Company’s long-term debt is rated BBB by S&P, Baa2 by Moody’s and BBB by Fitch.
 
“Level VI Pricing” applies at any date if, at such date, no other Pricing Level applies.
 
“Fitch” means Fitch Ratings Ltd.
 
“Moody’s” means Moody’s Investors Service, Inc.
 
“Pricing Level” refers to the determination of which of Level I, Level II, Level III, Level IV, Level V or Level VI applies at any date.
 
“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.
 
“Utilization” means, at any date, the percentage equivalent of a fraction (i) the numerator of which is the sum of (A) the aggregate outstanding principal amount of the loans under the Facility at such date (after giving effect to any borrowing or payment on such date) plus (B) the aggregate amount then owing in respect of amounts paid by the Issuing Bank upon a drawing under a letter of credit issued under the Facility at such date plus (C) the aggregate amount then available for drawing under all outstanding letters of credit under the Facility at such date and (ii) the denominator of which is the aggregate amount of the commitments under the Facility at such date (after giving effect to any reduction on such date). If for any reason any Loans or Letter of Credit Liabilities remain outstanding after termination of the commitments under the Facility, Utilization shall be deemed to be 100%.
 
The credit ratings to be utilized for purposes of this Schedule are those assigned to the senior unsecured long-term debt securities of the Company without third-party enhancement, and any rating assigned to any other debt security of the Company shall be disregarded. The rating in effect at any date is that in effect at the close of business of such date.
 
If the Company is split-rated, then for purposes of determining the applicable Pricing Level, (a) if the S&P and Moody’s ratings are the same, all three ratings will be deemed to be at that level, (b) if the S&P and Moody’s ratings are not the same, and the ratings differential is one level, all three ratings will be deemed to be at the higher level of S&P and Moody’s and (c) if the S&P and Moody’s ratings are not the same and the ratings differential is two levels or more, all three ratings will be deemed to be at a level one notch lower than the higher of S&P and Moody’s.