Exhibit 4.1
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THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO A
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC TO TEXTRON FINANCIAL CORPORATION OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
No. SPECIMEN
CUSIP No.: 883199AP6 U.S.$SPECIMEN
ISIN: US883199AP68
COMMON CODE: 014897844
TEXTRON FINANCIAL CORPORATION
5 7/8% Note due 2007
Textron Financial Corporation, a corporation duly organized
and existing under the laws of the State of Delaware (herein called the
"Issuer"), for value received hereby promises to pay to Cede & Co. or its
registered assigns, the principal sum of SPECIMEN on June 1, 2007 and to pay
interest thereon semi-annually on June 1 and December 1 (the "Interest Payment
Dates") in each year, commencing December 1, 2002, at the rate of 5 7/8% per
annum, until the principal hereof is paid or made available for payment. This
Security shall bear interest from the most recent Interest Payment Date to which
interest in respect hereof has been paid or duly provided for, unless no
interest has been paid on this Security, in which case from June 3, 2002. Any
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the Person in whose name this
Security is registered at the close of business on May 15 or November 15
(whether or not a Business Day) (each, a "Record Date") next preceding such
Interest Payment Date; provided however, that any interest payable at maturity
will be paid to the Person to whom the principal is payable.
This Security is one of the series designated as the 5 7/8%
Notes due 2007 (the "Securities"), the aggregate principal amount of which
series is unlimited.
All payments in respect of the Securities, including, without
limitation, payments of principal and interest, shall be made by the Issuer
without withholding or deduction for or on account of any present or future
taxes, assessments or other governmental charges of whatever nature in effect on
the date of the original issuance of the Securities or imposed or established in
the future by or on behalf of the United States or any taxing authority in the
United States ("Taxes"). In the event any such Taxes are so imposed or
established, the Issuer shall pay such Additional Amounts ("Additional Amounts")
as may be necessary in order that the net amounts of the principal and interest
receivable by each holder or beneficial owner of the Securities, as the case may
be, who is a United States alien (as defined below) after any payment,
withholding or deduction in respect of such Taxes shall equal the respective
amounts of principal and interest, if any, which would have been receivable by
each such holder or beneficial owner, as the case may be, in respect of the
Securities in the absence of such payment, withholding or deduction; provided
that no such Additional Amounts will be payable with respect to any payment on
any Security to, or to a third party on behalf of, a holder who is a United
States alien for or on account of any such Taxes whatsoever that have been
imposed with respect to (1) any Tax which would not have been so imposed but for
(a) the existence of any present or former connection between the holder (or a
fiduciary, settlor, beneficiary, member or shareholder of, or holder of a power
over, the holder, if such holder is an estate, trust, partnership or
corporation) and the United States, including, without limitation, such holder
(or such fiduciary, settlor, beneficiary, member, shareholder or holder of a
power) being or having been a citizen or resident or treated as a resident
thereof or being or having been engaged in a trade or business therein or being
or having been present therein or having or having had a permanent establishment
therein, or (b) the holder's present or former status as a personal holding
company or foreign personal holding company or controlled foreign corporation or
passive foreign investment company for United States federal income tax purposes
or as a corporation which accumulates earnings to avoid United States federal
income tax or as a private foundation or other tax-exempt organization; (2) any
Tax which would not have been so imposed but for the presentation by the holder
of the Security for payment on a date more than 10 days after the date on which
the payment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later; (3) any estate, inheritance, gift, sales,
transfer, personal property or excise tax or any similar tax, assessment or
governmental charge; (4) any Tax which is payable otherwise than by withholding
from payments in respect of principal of or any interest on any Security; (5)
any Tax imposed on interest received by the holder, if such holder actually or
constructively owns 10% or more of the total combined voting power of all
classes of the Issuer's stock entitled to vote or is a bank that acquired a
Security in consideration of an extension of credit made pursuant to a loan
agreement entered into in the ordinary course of business; (6) any Tax imposed
as a result of the failure to comply with (a) certification, information,
documentation, reporting or other similar requirements concerning the
nationality, residence, identity or connection with the United States of the
holder or beneficial owner of the Security, if such compliance is required by
statute, or by regulation of the United States Treasury Department, as a
precondition to relief or exemption from such Tax (including backup withholding
tax) or (b) any other certification, information, documentation, reporting or
other similar requirements under United States income tax laws or regulations
that would establish entitlement to otherwise applicable relief or exemption
from such tax, assessment or other governmental charge; (7) any Tax, assessment
or other governmental charge required to be withheld by any paying agent from
any payment of the principal of or any interest on any Security, if the payment
can be made without such withholding by at least one other paying agent; or (8)
any combination of items (1), (2), (3), (4), (5), (6) or (7). Furthermore, no
Additional Amounts shall be paid with respect to any payment on any Security to
a holder that is a fiduciary or partnership or other than the sole beneficial
owner of the Security to the extent that a beneficiary or settlor with respect
to such fiduciary or a member of such partnership or a beneficial owner would
not have been entitled to receive the Additional Amounts had such beneficiary,
settlor, member or beneficial owner been the holder of such Securities. The term
"United States alien" means any person who, for United States federal income tax
purposes, is a foreign corporation, a non-resident alien individual, a
non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership, one or more of the members of which is a foreign corporation, a
non-resident alien individual or a non-resident alien fiduciary of a foreign
estate or trust.
Whenever in this Security or in the Indenture there is a
reference, in any context, to the payment of the principal of or interest on, or
in respect of, any Security, such payment shall be deemed to include the payment
of Additional Amounts to the extent that, in such context, Additional Amounts
are, were or would be payable in respect of such payment pursuant to the
provisions hereof or thereof, and express mention of the payment of Additional
Amounts (if applicable) in any provision hereof or thereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.
Payment of the principal of and interest on the Securities
will be made at the office or agency of the Issuer maintained for that purpose
in the Borough of Manhattan, The City of New York, and, if this Security is in
definitive form, in Luxembourg; provided, however, that at the option of the
Issuer payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security register;
provided, further, that any holder of U.S.$10,000,000 or more in aggregate
principal amount of Securities will be entitled to receive interest payments on
each Interest Payment Date by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 calendar days prior to such Interest Payment Date. Any
such wire transfer instructions received by the Trustee shall remain in effect
until revoked by such holder by written notice received by the Trustee at least
15 calendar days prior to the first Interest Payment Date for which such notice
shall be effective. Payment of the principal of and interest on this Security
due at maturity will be made upon presentation and surrender of this Security at
the aforementioned office or agency maintained by the Issuer.
If any payment date for this Security falls on a day that is
not a Business Day, the required payment of principal and/or interest, as the
case may be, shall be made on the next succeeding Business Day with the same
force and effect as if made on the date such payment was due, and no interest
shall accrue with respect to such payment for the period from and after such
payment date to the date of such payment on the next succeeding Business Day.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to
be duly executed as of the date first written below.
Dated: June 3, 2002
TEXTRON FINANCIAL CORPORATION
By: /s/ Brian F. Lynn
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Name: Brian F. Lynn
Title: Senior Vice President
and Treasurer
By: /s/ William J. Clegg
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Name: William J. Clegg
Title: Senior Vice President and
Assistant General Counsel
This is one of the Securities of the series designated herein
and referred to in the within-mentioned Indenture.
SUNTRUST BANK,
as Trustee
By: /s/Authorized Signatory
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Authorized Officer
TEXTRON FINANCIAL CORPORATION
This Security is one of a duly authorized series of securities
of the Issuer, issued and to be issued in one or more series under an indenture,
dated as of December 9, 1999, as it may be amended or supplemented from time to
time (herein called the "Indenture"), between the Issuer and SunTrust Bank, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture reference is hereby made for a
statement of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Issuer, the Trustee and the holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.
The Securities may not be redeemed prior to maturity, except
as provided in the immediately succeeding paragraph.
If at any time subsequent to the issuance of the Securities,
as a result of any change in, or amendment to, the laws, including any
regulations or rulings promulgated thereunder, of the United States or of any
political subdivision thereof or any authority therein or thereof having power
to tax or as a result of any change in the application or official
interpretation of such laws, including any proposals for change, amendment or
application or interpretation of such laws, where the amendment or change
becomes effective on or after June 3, 2002 or which proposal is made after such
date, or as a result of any action taken by any taxing authority of the United
States which action is taken or becomes generally known after such date, or any
commencement of a proceeding in a court of competent jurisdiction in the United
States after such date, whether or not such action was taken or such proceeding
was brought with respect to the Issuer, the Issuer becomes, or will become,
obligated to pay any Additional Amounts, then the Securities will be redeemable
as a whole (but not in part), at the option of the Issuer, at any time upon not
less than thirty (30) nor more than sixty (60) days' notice given to the holders
at their principal amount together with accrued interest thereon, if any, (and
any Additional Amounts payable with respect thereto) to the date fixed for
redemption (the "Tax Redemption Date"). In order to effect a redemption of
Securities as described in this paragraph, the Issuer shall deliver to the
Trustee at least forty-five (45) days prior to the Tax Redemption Date: (i) a
written notice stating that the Securities are to be redeemed as a whole,
specifying the Tax Redemption Date and other pertinent information, and (ii) an
Opinion of Counsel to the effect that the Issuer has or will become obligated to
pay Additional Amounts as a result of any such change or amendment. No such
notice of redemption may be given earlier than ninety (90) days prior to the
earliest date on which the Issuer would be obligated to pay such Additional
Amounts were a payment in respect of the Securities then due. Such notice shall
specify all other information necessary for the publication and mailing by the
Trustee of notices of such redemption to holders. The Trustee shall be entitled
to rely conclusively upon the information so furnished by the Issuer in such
notice and shall be under no duty to check the accuracy or completeness thereof.
Such notice shall be irrevocable and upon its delivery the Issuer shall be
obligated to make the payment or payments referred to therein to the Trustee.
If an Event of Default with respect to the Securities shall
occur and be continuing, then the Trustee or the holders of not less than 25% in
aggregate principal amount (calculated as provided in the Indenture) of the
Securities then Outstanding may declare the principal of the Securities and
accrued interest thereon, if any, to be due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment or supplementing thereof and the modification of the
rights and obligations of the Issuer and the rights of the holders of the
Securities (as defined in the Indenture) of each series to be affected under the
Indenture at any time by the Issuer and the Trustee with the consent of the
holders of not less than a majority in aggregate principal amount (calculated as
provided in the Indenture) of the Securities (as defined in the Indenture) at
the time Outstanding of all series issued to be affected (all such series voting
as a single class). The Indenture also contains provisions permitting the
holders of not less than a majority in aggregate principal amount (calculated as
provided in the Indenture) of the Securities (as defined in the Indenture) of
each series at the time Outstanding, on behalf of the holders of all Securities
(as defined in the Indenture) of such series, to waive certain past defaults or
Events of Default under the Indenture and the consequences of any such defaults
or Events of Default. Any such consent or waiver by the holder of this Security
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such holder and upon all future holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
In addition to the notice provided for in the Indenture, any
notice to holders of the Securities also will be published in daily newspapers
in New York City, in London and, so long as the Securities are listed on the
Luxembourg Stock Exchange, in Luxembourg. Such notice shall be deemed to have
been given on the date of such publication or, if published on different dates,
on the first day on which publication shall have been made.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest, if
any, on this Security at the times, place and rate, if any, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security register, upon due presentment of this Security for registration of
transfer at the office or agency of the Issuer in any place where the principal
of and interest on the Securities are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Issuer and the
Security Registrar duly executed by the holder hereof or his or her attorney
duly authorized in writing, and thereupon one or more new Securities, having the
same interest rate and maturity and bearing interest from the same date as this
Security, of any authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Securities are issuable only in registered form without
coupons in denominations of U.S.$1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations set forth therein
and on the face hereof, Securities are exchangeable for a like aggregate
principal amount of Securities of a different authorized denomination having the
same interest rate and maturity and bearing interest from the same date as such
Securities, as requested by the holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue and notwithstanding
any notation of ownership or other writing thereon, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary. All
payments made to or upon the order of such registered holder, shall, to the
extent of the sum or sums paid, effectually satisfy and discharge liability for
monies payable on this Security.
No recourse for the payment of the principal of or interest on
this Security, or for any claim based hereon or otherwise in respect hereof, and
no recourse under or upon any obligation, covenant or agreement of the Issuer in
the Indenture or in any Security, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder,
official or director, as such, past, present or future, of the Issuer or of any
successor entity, either directly or through the Issuer or any successor entity,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
All terms used in this Security and not otherwise defined
herein which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.
This Security shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflict of law
principles.