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TEXTRON FINANCIAL CORPORATION
Up to $1,125,000,000
Medium-Term Notes, Series E
Due 9 months or more from the Date of Issue
DISTRIBUTION AGREEMENT
As of June 28, 2000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Barclays Capital Inc.
Chase Securities Inc.
Deutsche Bank Securities Inc.
FleetBoston Robertson Stephens Inc.
First Union Securities, Inc.
J.P. Morgan Securities Inc.
Salomon Smith Barney Inc.
UBS Warburg LLC
Ladies and Gentlemen:
Textron Financial Corporation, a Delaware corporation (the
"Company"), confirms its agreement with each of you (individually, an "Agent",
and collectively, the "Agents") with respect to the issue and sale by the
Company of up to $1,125,000,000 aggregate principal amount of its Medium-Term
Notes, Series E, due 9 months or more from the date of issue (the "Notes"). The
Notes will be issued under an Indenture dated as of December 9, 1999 (the
"Indenture"), between the Company and SunTrust Bank, as trustee (the "Trustee").
The Company has authorized the issuance of Notes to and through the Agents
pursuant to the terms of this Agreement. The Notes will be issued in registered
form. Each Note will be represented by either a single global security in
registered form without coupons delivered to the Trustee as agent for The
Depository Trust Company ("DTC") and recorded in the book-entry system
maintained by DTC or, if otherwise provided in an applicable supplement to the
Prospectus (as defined below), by a certificate delivered to the holder thereof
or a person designated by such holder.
Subject to the terms and conditions stated herein and subject
to the reservation of the right of the Company to sell Notes directly to
investors on its own behalf and further subject to the understanding that
nothing in this Agreement shall impair or restrict (a) the Company's right to
sell securities with terms similar or identical to any Note independently of the
continuous
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offering of Notes contemplated by this Agreement, or (b) other than as set forth
in Section 2(a), the Company's ability to enter into additional Distribution
Agreements (without any Agent's consent) for the purpose of appointing
additional agents to solicit offers to purchase Notes (which Distribution
Agreements shall otherwise contain terms and provisions substantially identical
to this Agreement), the Company hereby appoints the Agents as its agents for the
purpose of soliciting offers to purchase Notes from the Company by others. In
addition, an Agent may also purchase Notes as principal for resale to others
and, if the Company determines to sell Notes directly to an Agent and if
requested by such Agent, the Company will enter into a Terms Agreement relating
to such sale (a "Terms Agreement") in accordance with the provisions of Section
2(b).
The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (No.
333-88509), including a prospectus, relating to the Notes. Such registration
statement, including the exhibits thereto, as amended by Amendment Nos. 1 and 2
thereto, is hereinafter referred to as the "Registration Statement;" provided,
however, that if the Company files a registration statement with the Commission
pursuant to Rule 462(b) of the rules and regulations promulgated under the
Securities Act (the "Rule 462(b) Registration Statement") then, after such
filing, all references to the "Registration Statement" shall also be deemed to
include the Rule 462(b) Registration Statement. The Company proposes to file
with the Commission from time to time, pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), supplements to the
prospectus included in the Registration Statement that will describe certain
terms of the Notes. The prospectus in the form in which it appears in the
Registration Statement is hereinafter referred to as the "Basic Prospectus". The
term "Prospectus" means the Basic Prospectus together with the prospectus
supplement or supplements (each a "Prospectus Supplement") as well as any
Pricing Supplement (as defined herein) relating to the Notes specifically
relating to the Notes, as filed with, or transmitted for filing to, the
Commission pursuant to Rule 424(b). As used herein, the terms "Registration
Statement", "Basic Prospectus", "Prospectus" and "Prospectus Supplement" shall
include in each case the documents, if any, incorporated by reference therein.
The terms "supplement" and "amendment" or "amend" as used herein shall include
all documents filed by the Company pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), subsequent to the date of the Basic
Prospectus that are deemed to be incorporated by reference in the Prospectus.
Notwithstanding anything to the contrary above in this paragraph, the Company
shall have the right at any time and from time to time to substitute for the
Registration Statement one or more other registration statements (each a
"Substitute Registration Statement") relating to the Notes and the offering and
sale thereof from time to time in accordance with Rule 415 under the Securities
Act, by written notification of such substitution to each of the Agents and the
Trustee. From and after the date of such notification, such Substitute
Registration Statements shall become the Registration Statement as defined in
this paragraph and as used for all purposes throughout this Agreement.
1. Representations and Warranties. The Company represents and
warrants to each Agent as of the Commencement Date (as hereinafter defined), as
of each date on which the Company accepts an offer to purchase Notes, as of each
date the Company delivers Notes and as of each date the Registration Statement,
the Basic Prospectus or the Prospectus is amended or
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