Amendment to Base Warrant Transaction between Textron Inc. and JPMorgan Chase Bank, N.A.
This amendment updates the original Base Warrant Transaction between Textron Inc. and JPMorgan Chase Bank, N.A., represented by J.P. Morgan Securities LLC. The main change is a reduction in the number of warrants from 11,566,442 to 8,228,765, with a revised schedule for the daily number of warrants for each expiration date. All other terms of the original agreement remain in effect. The amendment is governed by New York law and is effective as of December 29, 2011.
Exhibit 10.22N
James C. Cournoyer Assistant Treasurer | 40 Westminster St. Providence, RI 02903 Tel: (401) 457-4417 Fax: (401) 457-3533 ***@*** |
December 29, 2011
JPMorgan Chase Bank, National Association
P.O. Box 161
60 Victoria Embankment
London EC4Y OJP
England
Re: Amendment to Base Warrant Transaction
Reference is made to the transaction (the Base Warrant Transaction) entered into between JPMorgan Chase Bank, National Association, London Branch (Bank), represented by J.P. Morgan Securities LLC (f/k/a J.P. Morgan Securities Inc.), as its agent, and Textron Inc. (Company), pursuant to a letter agreement dated April 29, 2009, entitled Issuer Warrant Transaction, as amended by the Warrant Amendment and Termination Agreement between Bank and Company dated October 25, 2011 (the Warrant Amendment and Termination Agreement and such letter agreement, as amended, reformed or modified prior to the date hereof, the Base Warrant Confirmation). This letter shall notify Bank that Company wishes to modify the number of Shares subject to the Base Warrant Confirmation. Capitalized terms used herein but not defined shall have the meaning set forth in the Base Warrant Confirmation.
1. | Effective as of the date hereof, the Base Warrant Confirmation shall be amended as follows: |
(A) | The definition of Number of Warrants in Section 2 of the Base Warrant Confirmation is amended by replacing 11,566,442 with 8,228,765. |
(B) | Schedule A to the Base Warrant Confirmation, setting forth the Daily Number of Warrants for each Expiration Date, is replaced in its entirety by Schedule A attached hereto. |
2. | Except as expressly amended hereby, all the terms and provisions of the Base Warrant Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects, and the representations, warranties and agreements in Section 4 of the Warrant Amendment and Termination Agreement are deemed to be repeated mutatis mutandis by the applicable party with respect to this letter and the Base Warrant Transaction and Base Warrant Confirmation, as amended hereby, as of the date hereof. |
3. | The provisions of this letter agreement shall be governed by New York law (without reference to choice of law doctrine to the extent inconsistent with choice of New York law). |
Please indicate your agreement to the forgoing by signing below.
If you have any questions, please do not hesitate to call.
Very truly yours,
/s/ James C. Cournoyer |
James C. Cournoyer |
Assistant Treasurer |
Agreed and Accepted By:
J.P. MORGAN SECURITIES LLC, as agent
for JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
By: | /s/ Santosh Sreenivasan | |
Authorized Signatory | ||
Name: Santosh Sreenivasan |
Schedule A
For each Expiration Date, the Daily Number of Warrants is set forth below.
Expiration Date | Daily Number of Warrants | |||
February 22, 2013 | 182,861 | |||
February 25, 2013 | 182,861 | |||
February 26, 2013 | 182,861 | |||
February 27, 2013 | 182,861 | |||
February 28, 2013 | 182,861 | |||
March 1, 2013 | 182,861 | |||
March 4, 2013 | 182,861 | |||
March 5, 2013 | 182,861 | |||
March 6, 2013 | 182,861 | |||
March 7, 2013 | 182,861 | |||
March 8, 2013 | 182,861 | |||
March 11, 2013 | 182,861 | |||
March 12, 2013 | 182,861 | |||
March 13, 2013 | 182,861 | |||
March 14, 2013 | 182,861 | |||
March 15, 2013 | 182,861 | |||
March 18, 2013 | 182,861 | |||
March 19, 2013 | 182,861 | |||
March 20, 2013 | 182,861 | |||
March 21, 2013 | 182,861 | |||
March 22, 2013 | 182,861 | |||
March 25, 2013 | 182,861 | |||
March 26, 2013 | 182,861 | |||
March 27, 2013 | 182,861 | |||
March 28, 2013 | 182,861 | |||
April 1, 2013 | 182,862 | |||
April 2, 2013 | 182,862 | |||
April 3, 2013 | 182,862 | |||
April 4, 2013 | 182,862 | |||
April 5, 2013 | 182,862 | |||
April 8, 2013 | 182,862 | |||
April 9, 2013 | 182,862 | |||
April 10, 2013 | 182,862 | |||
April 11, 2013 | 182,862 | |||
April 12, 2013 | 182,862 | |||
April 15, 2013 | 182,862 | |||
April 16, 2013 | 182,862 | |||
April 17, 2013 | 182,862 | |||
April 18, 2013 | 182,862 | |||
April 19, 2013 | 182,862 | |||
April 22, 2013 | 182,862 | |||
April 23, 2013 | 182,862 | |||
April 24, 2013 | 182,862 | |||
April 25, 2013 | 182,862 | |||
April 26, 2013 | 182,862 |