TFC GUARANTEE dated as of July 14, 2009 by TEXTRON FINANCIAL CORPORATION as Guarantor in favor

Exhibit 99.3

CONFORMED COPY

TFC GUARANTEE

dated as of July 14, 2009

by

TEXTRON FINANCIAL CORPORATION
as Guarantor

in favor of

WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION
as Security Trustee

and

EXPORT-IMPORT BANK OF THE UNITED STATES

Ex-Im Bank Credit No. AP084206XX — United States

Vedder Price P.C.

TABLE OF CONTENTS

TFC GUARANTEE

      THIS TFC GUARANTEE dated as of July 14, 2009 (this “ Guarantee ”) is made by TEXTRON FINANCIAL CORPORATION , a Delaware corporation (“ Guarantor ”), in favor of WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION , as security trustee for and on behalf of the Secured Parties (the “ Security Trustee ”) and EXPORT-IMPORT BANK OF THE UNITED STATES (“ Ex-Im Bank ”).

WITNESSETH :

      WHEREAS , Guarantor has entered into the Credit Agreement (as defined below) and certain of the other Operative Documents;

      WHEREAS , Cessna Finance Export Corporation, a Delaware corporation (“ Borrower ”), has entered into the Credit Agreement, the Security Agreement and certain of the other Operative Documents;

      WHEREAS , Textron Finance Holding Company, a Delaware corporation (“ Borrower Parent ”, and together with the Borrower, the “ Obligors ”), has entered into the Credit Agreement, the Share Pledge Agreement and certain of the other Operative Documents;

      WHEREAS , Guarantor expects to derive benefit from the making of each Disbursement to Borrower and the financing of each Aircraft for the relevant Eligible End User; and

      WHEREAS , in order to induce the Secured Parties to consummate the transactions contemplated by the Credit Agreement, Guarantor is issuing this Guarantee.

      NOW , THEREFORE , in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Guarantor, Guarantor hereby agrees as follows:

      Section 1. Definitions . Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in Part I of Appendix A to the Credit Agreement, dated as of July 14, 2009 (the “ Credit Agreement ”), among Guarantor, Borrower, Borrower Parent, the Security Trustee and Ex-Im Bank, and this Guarantee shall be interpreted with the rules of construction set forth in Part II of Appendix A to the Credit Agreement.

      Section 2. Guarantee .

          (a) Guaranteed Documents . Guarantor hereby acknowledges that it is fully aware of the terms and conditions of the Credit Agreement, each Eligible Agreement and each of the other Operative Documents to which Borrower or Borrower Parent is or will be a party (collectively, the " Guaranteed Documents ”).

          (b) Obligations . Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to the Security Trustee and the other Secured Parties (each, a “ Guaranteed Party ”, and collectively, the “ Guaranteed Parties ”):

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          (i) Borrower’s prompt payment of the principal of and interest on the Credit, when and as due (whether scheduled, at maturity, by acceleration, upon one or more dates set for pre-payment or otherwise) in accordance with the terms of the Credit Agreement and all other amounts payable at any time by Borrower to the Secured Parties under each Guaranteed Document to which Borrower is, or from time to time becomes, a party including any obligation to pay fees, expenses, post-default interest and indemnity payments; and

          (ii) the due and punctual performance by each Obligor of all of its other obligations and covenants under the Credit Agreement and each other Guaranteed Document.

All of the foregoing obligations in clauses (i) and (ii) being collectively referred to herein as the “ Obligations ”.

          (c) If any Obligor shall fail to pay in full when due for any reason, or timely perform, any of the Obligations, Guarantor is obligated promptly to pay or perform or to cause to be paid or performed the same as stated in the relevant Guaranteed Document without any demand or notice whatsoever. In respect of the Obligations, this Guarantee is an absolute, present and continuing guarantee of payment and performance and not of collection and is in no way conditional or contingent upon any attempt to collect from any Obligor any unpaid amounts due or otherwise to enforce performance by any Obligor.

          (d) Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Security Trustee and the other Secured Parties in enforcing this Guarantee.

          (e) Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Security Trustee or any other Secured Party on account of its liability hereunder, it will notify the Security Trustee or such Secured Party, as applicable, in writing that such payment is made under this Guarantee for such purpose.

          (f) Without limiting Section 2(d) above, any demand, step or proceeding to enforce this Guarantee may be made by any Guaranteed Party from time to time, and the liabilities and obligations of Guarantor under this Guarantee may be enforced, irrespective of whether any demands, steps or proceedings are being or have been made or taken against the Obligors and/or Guarantor and/or any other Person.

      Section 3. Right of Set-off . Following the occurrence or during the continuance of an Event of Default, each Guaranteed Party is hereby irrevocably authorized at any time and from time to time without notice to Guarantor, any such notice being expressly waived by Guarantor to the extent permitted under Applicable Laws, to set off any matured obligation due from Guarantor (to the extent beneficially owned by such Guaranteed Party), against any matured obligation owed by such Guaranteed Party to Guarantor, regardless of the place of payment, booking branch or currency of any obligation, or any part thereof in such amounts as such Guaranteed Party may elect. If the obligations are in different currencies, such Guaranteed

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Party may convert any obligation at a market rate of exchange in its usual course of trading for the purpose of the set-off. Such Guaranteed Party shall notify Guarantor of any such set-off and the application made by such Guaranteed Party of the proceeds thereof, in each case promptly after the same shall have occurred; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of such Guaranteed Party under this paragraph are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Guaranteed Party has.

      Section 4. Subrogation . Guarantor shall be subrogated to the rights, if any, of the Secured Parties in respect of any matter with respect to which an amount has been paid by Guarantor hereunder; provided always that any subrogation rights to which Guarantor becomes entitled by reason of performance of any of its obligations hereunder shall be subject and subordinate to the rights of the Secured Parties against any Obligor under any Guaranteed Document and the exercise of any such subrogation rights of Guarantor shall be deferred until all Obligations have been paid in full and fully performed. If any amount shall be paid to Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full or fully discharged, such amount shall be held by Guarantor in trust for the Security Trustee segregated from other funds of Guarantor, and shall, forthwith upon receipt by Guarantor, be turned over to the Security Trustee in the exact form received by Guarantor (duly endorsed by Guarantor to the Security Trustee, if required), to be applied against the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement.

      Section 5. Amendments with respect to the Obligations; Waiver of Rights . Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by a Guaranteed Party may be rescinded by the Security Trustee and any of such Obligations continued, and the Obligations or the liability of any other party for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, increased, modified, accelerated, compromised, waived, surrendered or released by any Guaranteed Party in accordance with the Operative Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the Operative Documents as any Guaranteed Party may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by any Guaranteed Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Guaranteed Parties shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against Guarantor, the applicable Guaranteed Party may but shall be under no obligation to, make a similar demand on any Obligor or any other guarantor, and any failure by a Guaranteed Party to make any such demand or to collect any payments from any Obligor or any such other guarantor or any release of any Obligor or such other guarantor shall not relieve Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Guaranteed Parties against Guarantor (provided that such demand is made within any period required by any applicable statute of limitations or similar law affecting the demand). No Guaranteed Party shall be obliged to enforce any remedies against either Obligor or any guarantee or security that it may hold before

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being entitled to payment from the Guarantor of the Obligations. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

      Section 6. Guarantee Absolute and Unconditional . Guarantor waives any and all notice of the creation, renewal, extension, amendment, variation, waiver or accrual of any of the Obligations and notice of or proof of reliance by the Secured Parties upon this Guarantee or acceptance of this Guarantee. The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, varied or waived, in reliance upon this Guarantee; and all dealings between any Obligor and Guarantor, on the one hand, and the Guaranteed Parties on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the extent permitted by Applicable Law, the Guarantor waives all defenses of a surety or guarantor to which it may be entitled by statute or otherwise. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Obligor or Guarantor with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of any Guaranteed Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Security Trustee or any other Person, (b) any defense, set-off or counterclaim (other than a defense of payment or performa