Exhibit 4.13
TEXTRON INC.
OFFICERS' CERTIFICATE
Pursuant to Section 3.1 of the Indenture
Textron Inc., a Delaware corporation ("Textron"), hereby
certifies, through its Vice President and Treasurer, Mary F. Lovejoy, and its
Assistant Secretary, Ann T. Willaman, pursuant to Section 3.1 of the Indenture
dated as of September 10, 1999, between Textron and The Bank of New York, as
Trustee (the "Indenture"), as follows:
1. Pursuant to authority granted by Textron's Board of Directors to the
Finance Committee of the Board of Directors on May 26, 1999, the
delegation of such authority by unanimous written consent of the Finance
Committee of the Board of Directors on July 1, 1999 to the Vice President
and Treasurer of Textron and the written action of Mary F. Lovejoy, Vice
President and Treasurer of Textron, dated July 22, 2003, Textron has
created a series of senior debt securities of Textron, designated as the
4 1/2% Notes due August 1, 2010 (the "Notes"), to be issued under the
Indenture, and authorized the sale of up to $250,000,000 aggregate
principal amount of the Notes.
2. The terms of the Notes as authorized and determined by written action of
Mary F. Lovejoy, Vice President and Treasurer of Textron, dated July 22,
2003, are as follows:
(a) The title of the Notes shall be 4 1/2% Notes due August 1,
2010.
(b) The Notes shall be issued under the Indenture.
(c) The principal of the Notes shall be payable on August 1,
2010 ("Maturity") in United States dollars.
(d) Subject to the paragraph (n) hereof, the Notes shall bear
interest at an annual rate of 4 1/2% from July 25, 2003,
payable semiannually in arrears on February 1 and August 1
of each year (the "Interest Payment Dates"), commencing
February 1, 2004 until the principal of the Notes is paid
or made available for payment. Interest on the Notes shall
accrue from July 25, 2003. The interest so payable shall be
paid to the persons in whose name the Notes are registered
at the close of business on January 15 or July 15 (whether
or not a business day) next preceding such February 1 or
August 1, respectively (the "Regular Record Dates").
Interest shall be paid in United States dollars.
(e) The Notes shall be issued in denominations of $1,000 and
integral multiples of $1,000 in United States dollars.
(f) Payment of the principal of and premium, if any, and
interest on the Notes shall be made at the principal
corporate trust office of the Trustee in the Borough of
Manhattan, The City of New York, New York, presently
located at 101 Barclay St., New York, New York 10286;
provided that, at
the option of Textron, payment of interest may be made by
check mailed to the address of the person entitled thereto
as such address shall appear in the register for the Notes.
(g) The Notes shall be redeemable, at the option of Textron, in
whole or in part on any date prior to Maturity (the
"Redemption Date") at the Redemption Price (as defined
herein), plus accrued and unpaid interest on such Notes up
to, but not including, the Redemption Date. For all
purposes hereof:
"Adjusted Treasury Rate" means, with respect to the
redemption of Notes on a Redemption Date, the annual rate
equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price
for such Redemption Date.
"Comparable Treasury Issue" means, with respect to the
redemption of Notes on a Redemption Date, the United States
Treasury security selected by the Quotation Agent as having
a maturity comparable to the remaining term of the Notes to
be redeemed that would be used, at the time of selection
and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Notes.
"Comparable Treasury Price" means, with respect to the
redemption of Notes on a Redemption Date:
(a) the average of the Reference Treasury Dealer
Quotations for such redemption date, after
excluding the highest and lowest such
Reference Treasury Dealer Quotations or
(b) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the
average of all such Reference Treasury Dealer
Quotations.
"Primary Treasury Dealer" means a primary U.S. Government
securities dealer in New York City.
"Quotation Agent" means the Reference Treasury Dealer
appointed by Textron as quotation agent.
"Redemption Price" means the greater of: (a) 100% of the
principal amount of Notes to be redeemed and (b) as
determined by the Quotation Agent, the sum of the present
values of the remaining scheduled payments of principal of
such Notes and interest on such Notes that would be due
after the Redemption Date but for such redemption (not
including any portion of such interest payments accrued as
of the Redemption Date)
discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Treasury Rate plus 20 basis points.
"Reference Treasury Dealer" means each of (a) J.P. Morgan
Securities Inc., UBS Securities LLC and their successors;
provided, however, that if any of the foregoing ceases to
be a Primary Treasury Dealer, Textron shall substitute
another Primary Treasury Dealer and (b) any other Primary
Treasury Dealers selected by Textron.
"Reference Treasury Dealer Quotations" means, with respect
to each Reference Treasury Dealer and the redemption of
Notes on a Redemption Date, the average, as determined by
Textron, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of
its principal amount) which such Reference Treasury Dealer
quotes in writing to the Trustee at 5:00 p.m., New York
City time, on the third business day before such Redemption
Date.
(h) The notice of redemption of the Notes may summarize the
method by which the Redemption Price will be determined
rather than state the actual dollar amount.
(i) The Notes shall not be subject to any optional or mandatory
sinking fund.
(j) The Notes shall be issued only in registered form without
coupons.
(k) The Notes shall be issuable in definitive form as
prescribed by the Indenture.
(l) The Notes shall be represented by one or more Global
Securities (as defined in the Indenture) in the form
attached as Exhibit A.
(m) Textron will not pay additional amounts on the Notes held
by a Person (as defined in the Indenture) who is not a
United States Person in respect of any tax, assessment or
governmental charge withheld or deducted.
(n) Without notice to or consent of any holder of Notes,
Textron may, from time to time and at any time, issue and
sell additional Notes of the same series and with the same
terms and conditions as set forth above (or the same terms
and conditions except for the payment of interest accruing
prior to the issue date of the additional Notes or except
for the first payment of interest following the issue date
of the additional Notes).
(o) The Trustee shall be the registrar and transfer agent for
the Notes and the paying agent of Textron for the payment
of principal of and interest on the Notes; the Trustee
shall select an Authenticating Agent (as defined in the
Indenture); and the register for the Notes shall be kept,
and notices and demands to or upon Textron in respect of
the Notes and the Indenture may
be served, at the principal corporate trust office of the
Trustee in the Borough of Manhattan, The City of New York,
New York.
Terms capitalized herein and not otherwise defined shall have the
meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, Textron Inc., through the undersigned officer,
signed this certificate and affixed the corporate seal of Textron Inc.
Dated: July 25, 2003
TEXTRON INC.
/s/ Mary F. Lovejoy
------------------------------------
Name: Mary F. Lovejoy
Title: Vice President and Treasurer
/s/ Ann T. Willaman
------------------------------------
Name: Ann T. Willaman
Title: Assistant Secretary