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TXT > SEC Filings for TXT > Form 8-K on 16-Jul-2009All Recent SEC Filings

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Form 8-K for TEXTRON INC


16-Jul-2009

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01. Entry into a Material Definitive Agreement

On July 14, 2009, Cessna Finance Export Corporation (the "Borrower"), Textron Finance Holding Company (the "Borrower Parent"), Textron Financial Corporation, as guarantor ("TFC") and Wells Fargo Bank Northwest, National Association, as Security Trustee, entered into a $500,000,000 Credit Agreement with the Export-Import Bank of the United States (the "Ex-Im Bank Facility"). The Borrower is a wholly-owned subsidiary of the Borrower Parent, which is a wholly-owned subsidiary of Textron Inc. ("Textron"). The Ex-Im Bank Facility is being established to provide funding to finance purchases of aircraft by non-U.S. buyers from Cessna Aircraft Company ("Cessna") and Bell Helicopter ("Bell"), both Textron subsidiaries.

In the normal course of business, TFC, on behalf of the Borrower, will negotiate arm's length lease and loan transactions with end-customers and arrange for (a) in the case of a lease transaction, the Borrower's purchase of the aircraft from Cessna or Bell, or (b) in the case of a loan transaction, the Borrower's financing of the acquisition of such aircraft by the applicable end-customer. The Ex-Im Bank Facility is structured to be available for financing of sales to international customers who take delivery of new aircraft by December 2010.

TFC has entered into a servicing agreement with the Borrower under which TFC has agreed to originate and service the lease and loan contracts, and to provide remarketing services in connection therewith.

The Ex-Im Bank Facility is secured by (a) substantially all of the assets of the Borrower, including a pledge of the leases or loans and security agreements with end-customers and the Borrower's interest in the related aircraft, (b) a pledge of the capital stock in the Borrower held by the Borrower Parent and (c) a full guarantee issued by TFC. In addition, Textron entered into a letter agreement with the Bank under which it agreed that the Bank would have the benefit of the Support Agreement dated May 25, 1994 entered into between Textron and TFC. Textron also provided a First Loss Agreement under which Textron has agreed to pay to the Borrower, annually, the amount of all of the Borrower's charge-offs during the related year associated with defaulted lease and finance contracts with end-customers, up to a maximum of 3% of the aggregate average contract balance of lease and finance contracts that are financed pursuant to the Ex-Im Bank Facility.




Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

The following are filed as exhibits to this report:

Number       Description

99.1    Credit Agreement dated as of July 14, 2009 among Cessna Finance Export
        Corporation, as borrower, Textron Finance Holding Company, as borrower
        parent, Textron Financial Corporation, as guarantor, Wells Fargo Bank
        Northwest, National Association, as Security Trustee and Export-Import Bank
        of the United States. Incorporated by reference to Exhibit 99.1 of Textron
        Financial Corporation's Current Report on Form 8-K filed on July 16, 2009.

99.2    TFC Guarantee dated as of July 14, 2009 by Textron Financial Corporation in
        favor of Wells Fargo Bank Northwest, National Association, as Security
        Trustee, and Export-Import Bank of the United States. Incorporated by
        reference to Exhibit 99.3 of Textron Financial Corporation's Current Report
        on Form 8-K filed on July 16, 2009.


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