Exhibit 1.4
TEXTRON FINANCIAL CORPORATION
Medium-Term Notes, Series E
Due 9 months or more from the Date of Issue
AMENDMENT TO THE DISTRIBUTION AGREEMENT
DATED JUNE 28, 2000
November 28, 2001
The Distribution Agreement, dated June 28, 2000, relating to the above
referenced Medium-Term Notes, Series E of Textron Financial Corporation (the
"Distribution Agreement") is hereby amended as follows:
The term "Notes" shall refer to Medium-Term Notes, Series E of Textron
Financial Corporation to be issued on or after the date hereof in an amount
of up to $3,000,000,000.
The term "Agents" shall include Credit Suisse First Boston Corporation as
and to the same extent as if it was named originally in the Distribution
Agreement and shall not include Chase Securities Inc.
Section 4(b) of the Distribution Agreement is amended in its entirety and
shall read as follows:
With respect to the obligation of each Agent to solicit offers to
purchase Notes, on or after the date hereof, or on or after the date
of execution of any Terms Agreement obligating such Agent to purchase
Notes, or on or after the date of acceptance by the Company of an
offer to purchase Notes, as applicable, there shall not have occurred
any of the following: (i) any material adverse change in the
condition, financial or otherwise, or in the earnings, business
affairs or prospects or operations of the Company and its
subsidiaries, taken as a whole, except as set forth in or contemplated
by the Prospectus or as set forth in or contemplated by the Company's
most recent annual report on Form 10-K, as supplemented by any current
reports on Form 8-K and/or the Company's most recent quarterly report
on Form 10-Q, filed pursuant to the Exchange Act (excluding, for
purposes of this paragraph, any amendments or supplements filed after
the date of any such Terms Agreement), (ii) any material adverse
change in the condition, financial or otherwise, or in the earnings,
business affairs or prospects, or operations of Textron and its
subsidiaries, taken as a whole, except as set forth in or contemplated
by its most recent annual report on Form 10-K, as supplemented by any
current reports on Form 8-K and/or its most recent quarterly report on
Form 10-Q, filed pursuant to the Exchange Act (excluding, for purposes
of this paragraph, any amendments or supplements filed after the date
of any such Terms Agreement), (iii) trading generally shall have been
suspended or
materially limited on or by, as the case may be, any of the New York
Stock Exchange, the American Stock Exchange, the National Association
of Securities Dealers, Inc., the Chicago Board of Options Exchange,
the Chicago Mercantile Exchange or the Chicago Board of Trade or a
material disruption has occurred in securities settlement or clearance
services in the United States, (iv) trading of any securities of the
Company shall have been suspended on any exchange or in any
over-the-counter market, (v) a general moratorium on commercial
banking activities shall have been declared by either Federal or New
York State authorities or a material disruption in commercial banking
activity has occurred, (vi) any outbreak or escalation of hostilities
or any change in financial markets or any calamity or crisis that, in
the reasonable judgment of the Agents, is material and adverse, or
(vii) there shall have come to the attention of such Agent that the
Prospectus, at the time it was required to be delivered to a purchaser
of such Notes, included an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances existing at the
time of such delivery, not misleading and, in the case of any of the
events specified in clauses (a)(i) through (vii), such event, in the
reasonable judgment of the Agents, makes it impracticable or
inadvisable to proceed with the solicitation of offers to purchase
Notes or the purchase of Notes from the Company as principal pursuant
to the applicable Terms Agreement or otherwise.
Capitalized terms used herein have the same meanings assigned to them in the
Distribution Agreement.
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If the foregoing is in accordance with our agreement, please indicate
your agreement and acceptance hereof in the space provided for that purpose
below.
Very truly yours,
TEXTRON FINANCIAL CORPORATION
By:_____________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President and Treasurer
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▇▇▇▇▇▇▇ LYNCH, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
By:________________________________
Name:
Title:
BANC OF AMERICA SECURITIES LLC
By:________________________________
Name:
Title:
BANC ONE CAPITAL MARKETS, INC.
By:________________________________
Name:
Title:
BARCLAYS CAPITAL INC.
By:________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON CORPORATION
By:________________________________
Name:
Title:
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DEUTSCHE BANK ALEX. BROWN INC.
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
FIRST UNION SECURITIES, INC.
By:________________________________
Name:
Title:
FLEET SECURITIES, INC.
By:________________________________
Name:
Title:
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
By:________________________________
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ INC.
By:________________________________
Name:
Title:
-5-
UBS WARBURG LLC
By:________________________________
Name:
Title:
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