EXHIBIT 4.1
(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 DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY) 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
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No. 1
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CUSIP: 883203BP5
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$350,000,000
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TEXTRON INC.
6.20% NOTE DUE MARCH 15, 2015
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
three hundred fifty million dollars ($350,000,000) on
March 15, 2015 and to pay interest thereon, accruing from
September 17, 2009 or the most recent date in respect of which
interest has been paid or duly provided for at the rate of 6.20%
per annum until the principal hereof is paid or duly provided for,
semiannually in arrears on March 15 and September 15
in
each year (each an “Interest Payment
Date”) commencing March 15, 2010; 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 March 1 or September 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 Exchange Act 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 Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
[Signature Page to Follow]
IN WITNESS WHEREOF, Textron Inc. has
caused this instrument to be duly executed under its corporate
seal.
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Dated: September 17,
2009
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TEXTRON INC.
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By:
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Vice President and Treasurer
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Attest:
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Assistant Secretary
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Signature Page to Global Security
TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
This is a Global Security of the
series designated herein referred to in the within-mentioned
Indenture.
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THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.,
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(successor to The Bank of New York)
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As Trustee
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By:
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Authorized Signatory
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Dated: September 17, 2009
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Signature Page to Global Security
(REVERSE OF
SECURITY)
TEXTRON INC.
6.20% NOTE DUE MARCH 15, 2015
This Security is a Global Security
evidencing a security of the duly authorized series of securities
of Textron designated as its 6.20% Notes due March 15, 2015
(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
Mellon Trust Company, N.A., as successor trustee to The Bank of New
York (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
Securities 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.
“Redemption Price” means
the greater of: (a) 100% of the principal amount of Securities
to be redeemed and (b) as determined by the Quotation Agent,
the sum of the present values of the remaining scheduled payments
of principal on such Securities and interest on such Securities
that would be due on or 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 50 basis
points.
“Reference Treasury
Dealer” means each of (a) Banc of America Securities
LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Goldman,
Sachs & Co. and J.P. Morgan Securities Inc. 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 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.
Upon the occurrence of a Change of
Control Triggering Event (as defined herein), unless Textron has
exercised its right to redeem the Securities pursuant to provisions
hereof, each Holder of Securities will have the right to require
Textron to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of such
Holder’s Securities as provided herein (the “Change of
Control Offer”) at a purchase price equal to 101% of the
aggregate principal amount of such Securities plus accrued and
unpaid interest, if any, on such Securities to the date of purchase
(the “Change of Control Payment”).
Within 30 days following any
Change of Control Triggering Event, Textron shall send, by first
class mail, a notice to each Holder of Securities, with a written
copy to the Trustee, which notice shall govern the terms of the
Change of Control Offer. Such notice shall state:
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(i)
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a description of the transaction or transactions
that constitute such Change of Control Triggering Event;
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(ii)
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that the Change of Control Offer is being made
pursuant to provisions hereof and that all Securities validly
tendered will be accepted for payment;
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(iii)
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the Change of Control Payment and the Change of
Control Payment Date, which shall be a Business Day that is no
earlier than 30 days nor later than 60 days from the date such
notice is mailed, other than as may be required by law;
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(iv)
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that any Security not tendered will continue to
accrue interest;
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(v)
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that any Security accepted for payment pursuant
to the Change of Control Offer shall cease to accrue interest on
and after the Change of Control Payment Date unless Textron shall
default in the Change of Control Payment and the only remaining
right of the Holder thereof is to receive the Change of Control
Payment upon surrender of such Security to the Paying
Agent;
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(vi)
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that Holders of the Securities electing to have
a portion of a Security purchased pursuant to a Change of Control
Offer may only elect to have such Security purchased in a principal
amount of $2,000 or integral multiples of $1,000 in excess
thereof;
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(vii)
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that if a Holder of Securities elects to have
such Securities purchased pursuant to the Change of Control
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