EXHIBIT 4.7(a)
FORM OF NOTE
FOR TEXTRON'S 6.375% NOTES DUE NOVEMBER 15, 2008
(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, 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: 883203BG5 $______________
TEXTRON INC.
6.375% NOTE DUE November 15, 2008
TEXTRON INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein called "Textron," which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay Cede & Co., as nominee for the
Depository, or registered assigns, the principal sum of _________________
_______ dollars ($___________) on November 15, 2008, and to pay interest
thereon, accruing from November 20, 2001 or the most recent date in respect
of which interest has been paid or duly provided for at the rate of 6.375%
per annum until the principal hereof is paid or duly provided for,
semiannually in arrears on May 15 and November 15 in each year (each an
"Interest Payment Date") commencing May 15, 2002; 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 May 1 or November 1 (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 the relevant 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 Textron 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 Textron 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 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
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, Textron Inc. has caused this instrument to be
duly executed under its corporate seal.
Dated: November _____, 2001 TEXTRON INC.
By: _____________________________
Vice President and Treasurer
By: _____________________________
Assistant Secretary
Signature Page to Global Security
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: ___________________________
Authorized Signatory
(REVERSE OF SECURITY)
TEXTRON INC.
6.375% NOTE DUE November 15, 2008
This Security is a Global Security evidencing a security of the
duly authorized series of securities of Textron designated as its 6.375%
Notes due November 15, 2008 (the securities of such series are herein
called the "Securities"), issued under an Indenture, dated as of September
10, 1999 (herein called the "Indenture"), between Textron 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 Textron
establishing such terms for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of Textron, 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 Securities 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
Securities 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 Securities 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 Securities 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
Securities.
"Comparable Treasury Price" means, with respect to the redemption
of Securities 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 Securities to be redeemed or (b) as determined by the
Quotation Agent, the sum of the present values of the remaining
scheduled payments of principal of the Securities being redeemed and
interest on such Securities that would be payable after the Redemption
Date but for such redemption (not including any portion of such
payments of interest 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 35 basis points.
"Reference Treasury Dealer" means (a) each of J.P. Morgan
Securities Inc., Banc of America Securities LLC, Credit Suisse
First Boston Corporation and their successors; provided, however,
that if any of the foregoing ceases to be a Primary Treasury
Dealer, we shall substitute another Primary Treasury Dealer and
(b) any other Primary Treasury Dealer selected by us.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and the redemption of Securities 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.
The notice of redemption of the Securities may summarize the
method by which the redemption price will be determined rather than state
the actual dollar amount.
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 Textron and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by Textron 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 Textron 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, Textron and
the Trustee may enter into one or more indentures supplemental to the
Indenture to evidence the succession of another corporation to Textron and
the assumption by such successor of the covenants of Textron in the
Indenture or this Global Security, to add to the covenants of Textron 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 Textron 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 Textron 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 Textron 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 Textron. Without notice to or consent
of any Holder of any Securities of this series, Textron 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 Textron 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, Textron, the Trustee and any agent of Textron 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 Textron, the Trustee nor any such agent shall be
affected by notice to the contrary.
If at any time the Depository notifies Textron 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 Textron within 90 days after Textron receives such notice or
becomes aware of such condition, as the case may be, Textron 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, Textron may at
any time determine that the Securities evidenced hereby shall no longer be
represented by a Global Security. In such event Textron will execute, and
the Trustee, upon receipt of an Officers' Certificate evidencing such
determination by Textron, 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
_____________________________________________________
(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 Textron, 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.