EXHIBIT 4.7
FORM OF SENIOR DEBT SECURITY
TEXTRON INC.
(FORM OF FACE OF SECURITY)
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 of a Depositary. This Global Security is exchangeable for
securities registered in the name of a Person other than the Depositary or its
nominee only in the limited circumstances described in the Indenture, and no
transfer of this Security (other than a transfer of this Security as a whole by
the Depositary to a nominee of the Depositary or by a nominee of the Depository
to the Depository or another nominee of the Depository) may be registered except
in such limited circumstances. Every Security delivered upon registration of
transfer of, or in exchange for, or in lieu of, this Global Security shall be a
Global Security subject to the foregoing, except in the limited circumstances
described above.
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York Corporation, to the
Issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
is requested by an authorized representative of The Depository Trust Company
(and any payment is to be 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.
EXCEPT AS OTHERWISE PROVIDED HEREIN,
THIS GLOBAL SECURITY MAY BE TRANSFERRED, IN WHOLE BUT
NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE DEPOSITORY
OR TO A SUCCESSOR DEPOSITORY OR TO A NOMINEE
OF SUCH SUCCESSOR DEPOSITORY
NO. CUSIP: [ ] $[ ]
TEXTRON INC.
[ ]% NOTE DUE , [ ], 200[ ]
TEXTRON INC., a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company", which term
includes any successor corporation under the indenture hereinafter referred to),
for value received, hereby promises to pay Cede & Co., as nominee for the
Depository, or registered assigns, the principal sum of [ ] ($[ ]) on [ ], 200[
], and to pay interest thereon from [ ], 200[ ], or the most recent date in
respect of which interest has been paid or duly provided for at the rate of [ ]%
per annum until the principal hereof is paid or duly provided for, semiannually
on [ ] and [ ] in each year (each an "Interest Payment Date") commencing [ ],
200[ ]; provided, however that if an Interest Payment Date should fall on a day
that is not a Business Day, such Interest Payment Date shall be the following
day that is a Business Day. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Global Security (or one or more
Predecessor Securities (as defined in the Indenture)) is registered at the close
of business on [ ] or [ ] (whether or not a Business Day) next preceding such
Interest Payment Date (a "Regular Record Date"), and interest payable at
maturity will be payable to the Person to whom principal shall be payable. Any
such interest which is payable, but is not punctually paid or duly provided for
on any Interest Payment Date shall forthwith cease to be payable to the Holder
hereof on such Regular Record Date or the Person in whose name this Global
Security was originally registered, as the case may be, and may be paid to the
Person in whose name this Global Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such defaulted interest to be fixed by the Company, or may be
paid at any time in any other lawful manner.
As used herein, the term "Depository" shall mean the
Depository Trust Company, New York, New York, another clearing agency or any
successor registered under the Securities Exchange Act of 1934, as amended, or
other applicable statute or regulation, which in each case, shall be designated
by the Company pursuant to the Indenture.
Payment of the principal and interest on this Global Security
will be made at the principal corporate office or agency of the Trustee in the
Borough of Manhattan, The City of New York, New York in such coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts; provided that, at the option of the
Company, payment of interest may be made by check mailed to the address of the
Person entitled thereto as such
2
address shall appear in the Security Register.
Unless the certificate of authentication hereon has been
executed by the Trustee, directly or through an Authenticating Agent by manual
signature of an authorized officer, this Global Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated: [ ], [ ] TEXTRON INC.
By: ____________________________
Vice President and Treasurer
By: ____________________________
Assistant Secretary
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is a Global Security of the series designated therein
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK,
As Trustee
By: ___________________________
Name:
Title:
(FORM OF REVERSE OF SECURITY)
TEXTRON INC.
[ ]% NOTE DUE [ ], 200[ ]
This Security is a Global Security evidencing a security of
the duly authorized series of securities of the Company designated as its [ ]%
notes due [ ], 200[ ] (the securities of such series are herein called the
"Securities"), issued under an Indenture, dated as of [ ], [ ] (herein called
the "Indenture"), between the Company and The Bank of New York, as trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture). The terms of this Security include those stated in, or made
pursuant to, the Indenture. The Securities are subject to all such terms, and
reference is made to the Indenture, all indentures supplemental thereto and all
written instruments of the Company establishing such tems for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered.
This Global Security is not subject to a mandatory or optional
sinking fund requirement.
The Notes shall not be redeemable prior to Maturity.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared 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 thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Global Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Global Security and of any Security issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Global Security.
Without the consent of the Holder of any Securities, the
Company and the Trustee may enter into one or more indentures supplemental to
the Indenture to evidence the succession of another corporation to the Company
and the assumption by such successor of the covenants of the Company in the
Indenture or this Global Security, to add to the covenants of the Company
for the benefit of the Holders of all or any series of Securities, to add
additional Events of Default, to cure any ambiguity, to correct any defect or
inconsistency or to make any other provisions with respect to matters or
questions arising under the Indenture which shall not adversely affect the
interests of the Holders of Securities of any series in any material respect or
for the other purposes set forth in the Indenture.
As provided in the Indenture and subject to certain
limitations therein set forth and herein provided, the transfer of this Global
Security is registrable in the Security Register, upon surrender of this Global
Security for registration of transfer at the office or agency of the Company in
any place where the principal of, premium, if any, and interest on this Global
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon a new Global Security evidencing the Securities evidenced hereby, or
like tenor and for the same aggregate principal amount, will be issued to the
designated transfer or transferees; PROVIDED, HOWEVER, that for so long as any
Securities are evidenced by this Global Security, this Global Security may be
transferred in whole but not in part, only to another nominee of the Depository
or to a successor Depository selected or approved by the Company or to a nominee
of such successor Depository.
There is no limit on the aggregate principal amount of
Securities of this series that may be issued by the Company. Without notice to
or consent of any Holder of any Securities of this series, the Company may, from
time to time and at any time, issue and sell additional Securities of this
series with the same title and terms as this Security, except for the payment of
interest accruing prior to the issue date of such additional Securities or
except for the first payment of interest following the issue date of such
additional Securities.
The Securities of this series are issuable only in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000 unless otherwise specified above. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal amount of Securities
of this series of a different authorized denomination, as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange of Securities, but the Company 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 Global Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Global Security is
registered as the owner hereof for all purposes, whether or not this Global
Security is overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
If at any time the Depository notifies the Company that it is
unwilling or unable to continue as Depository for the Securities evidenced
hereby or if at any time the Depository shall
no longer be registered or in good standing under the Securities Exchange Act of
1934, as amended, or other applicable statue or regulation and a successor
Depository is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such condition, as the case may be, the
Company will execute, and the Trustee will authenticate and deliver, Securities
in definitive registered form without coupons, in denomination of $1,000 or any
amount in excess thereof which is an integral multiple of $1,000 (such
denominations referred to herein as "authorized denominations"), of like tenor
and in an aggregate principal amount equal to the principal amount of this
Global Security in exchange for this Global Security. In addition, the Company
may at any time determine that the Securities evidenced hereby shall no longer
be represented by a Global Security. In such event the Company will execute, and
the Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Company, will authenticate and deliver Securities in
definitive registered form without coupons, in authorized denominations, and of
like tenor and in an aggregate principal amount equal to the principal amount of
this Global Security in exchange for this Global Security. Upon the exchange of
this Global Security for such Securities in definitive registered form without
coupons in authorized denominations, this Global Security shall be cancelled by
the Trustee. Securities in definitive registered form issued in exchange for
this Global Security shall be registered in such names and in such authorized
denominations as the Depository, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Persons in whose names such Securities are
so registered.
All terms used in this Global Security that are defined in the
Indenture and not herein otherwise defined shall have the meanings assigned to
them in the Indenture.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
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(PLEASE INSERT SOCIAL SECURITY,
TAX IDENTIFICATION NUMBER OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
the within Global Security and all rights thereunder, hereby irrevocably
constituting and appointing ___________________________________________________
attorney to transfer said Global Security on the books of the Company, with full
power of substitution in the premises.
Dated: _________________________________________________________________________
Signature: _____________________________________________________________________
Signature guarantee: ___________________________________________________________
NOTE: The signature to this assignment must correspond exactly
with the name as written upon the face of the within Global Security in every
particular without alteration or enlargement or any change whatsoever and must
be guaranteed by a commercial bank or trust company having its principal office
or correspondent in The City of New York or by a member of the New York Stock
Exchange.