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Delaware
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I-5480
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05-0315468
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(State
of
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(Commission
File Number.)
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(IRS
Employer
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Incorporation)
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Identification
Number)
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Item
1.01. Entry into a Material Definitive Agreement
On
November 16, 2006, Textron Financial Corporation (“TFC"), a wholly
owned subsidiary of Textron Inc., authorized the sale of and established
the terms of an unlimited principal amount of its Medium-Term Notes,
Series F, Due Nine Months or More From Date of Issue (collectively,
the
"TFC Notes"), and Textron Financial Canada Funding Corp., an unlimited
liability company duly organized under the laws of the Province
of Nova
Scotia ("Textron Canada Funding"), authorized the sale of and established
the terms of an unlimited principal amount of Textron Canada Funding's
Medium-Term Notes, Series F-CAD, Due Nine Months or More From Date
of
Issue (collectively the "TFCFC Notes" and together with the TFC
Notes, the
"Notes"), fully and unconditionally guaranteed by TFC, under their
shelf
registration statement on Form S-3 (Registration Statement No.
333-138755)
(the "Registration Statement"). The Notes, which may be offered
from time
to time, will be due nine months or more from the date of issue
and will
bear interest at fixed or floating rates or at no interest. The
forms of
Notes are filed as exhibits hereto. The TFC Notes will be issued
under an
Indenture dated December 9, 1999 (the "TFC Original Indenture")
between
TFC and U.S. Bank National Association (successor trustee to SunTrust
Bank) (the "Trustee"), as amended by a First Supplemental Indenture
dated
November 16, 2006 (the "TFC Supplemental Indenture," and together
with the
TFC Original Indenture, the "TFC Indenture"). The TFCFC Notes will
be
issued under an Indenture dated November 30, 2001 (the "TFCFC Original
Indenture") among Textron Canada Funding, TFC, as guarantor, and
the
Trustee, as amended by a First Supplemental Indenture dated November
16,
2006 (the "TFCFC Supplemental Indenture," and together with the
TFCFC
Original Indenture, the "TFCFC Indenture," and together with the
TFC
Indenture, the "Indentures"). The terms of the Notes will be established
from time to time as issued under the program. The Indentures provide
that
the Notes may be accelerated, after certain notice and grace periods,
upon
the occurrence of an event of default, including default in the
payment of
principal, interest and other amounts due under the Notes; a breach
of any
covenant or warranty contained in the respective Indenture or the
Notes; a
default in the payment of other indebtedness of TFC, or in the
case of the
TFCFC Notes, Textron Canada Funding, if such indebtedness becomes
or is declared due and payable prior to the date on which it would
otherwise become due and payable; subject to certain exceptions,
if the
Support Agreement between TFC and Textron Inc. shall have ceased
to be in
full force and effect; and certain events of bankruptcy and insolvency
of
Textron Inc. and TFC, and in the case of the TFCFC Notes, Textron
Canada
Funding.
TFC
entered into the TFC Supplemental Indenture on November 16, 2006.
Textron
Canada Funding and TFC entered into the TFCFC Supplemental Indenture
on
November 16, 2006 (the TFC Supplemental Indenture and the TFCFC
Supplemental Indenture and hereinafter referred to as the "Supplemental
Indentures"). The Supplemental Indentures amend the cross-default
provision in Section 4(d) of each of the Indentures to provide
for a
default under the Indenture for all series of debt securities issued
under
the Indenture on or after November 16, 2006 in the event indebtedness
of
TFC, and in the case of the TFCFC Indenture, Textron Canada
Funding,
in
principal amount in excess of $100,000,000 becomes or is declared
due and
payable prior to the date on which it would otherwise become due
and
payable. For all series of debt securities issued prior to November
16,
2006, the amount of indebtedness that would trigger a cross-default
remains at $50,000,000.
Each
of the Supplemental Indentures is filed as an exhibit hereto.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an
Off-Balance Sheet Arrangement of a Registrant
The
information described above under "Item 1.01. Entry into a Material
Definitive Agreement" is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
(d) The
following exhibits are filed as part of this Report:
4.1 First
Supplemental Indenture dated November 16, 2006 between TFC and
the Trustee
(incorporated by reference to Exhibit 4.3 of TFC's Form S-3 (File
No.
333-138755)
4.2 First
Supplemental Indenture dated November 16, 2006 between Textron
Canada
Funding, TFC and the Trustee (incorporated by reference to Exhibit
4.4 of
TFC's Form S-3 (File No. 333-138755)
4.3 Form
of Medium-Term Note of TFC (incorporated by reference to Exhibit
4.3 to
TFC’s Current Report on Form 8-K filed November 17, 2006)
4.4 Form
of Medium-Term Note of Textron Canada Funding, including the form
of the
Guaranty by TFC (incorporated by reference to Exhibit 4.4 to TFC’s Current
Report on Form 8-K filed November 17, 2006)
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TEXTRON
INC.
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(Registrant)
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By:
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/s/Mary
Lovejoy
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Mary
Lovejoy
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Vice
President and Treasurer
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