Exhibit 1.2(a)
UNDERWRITING AGREEMENT
July 22, 2003
Textron Inc.
00 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Dear Sirs:
We (the "Managers") understand that Textron Inc., a Delaware
corporation (the "Company"), proposes to issue and sell $250,000,000 aggregate
principal amount of its Notes due 2010 (the "Offered Securities"). Subject to
the terms and conditions set forth herein or incorporated by reference herein,
the Company hereby agrees to sell and the Managers agree to purchase, severally
and not jointly, the principal amounts of the Offered Securities set forth
opposite their names below at 98.485% of their principal amount, together with
accrued interest, if any, from July 25, 2003.
Principal Amount of Offered
Name Securities
---- ---------------------------
X.X. Xxxxxx Securities Inc. $ 87,500,000
UBS Securities LLC 87,500,000
Barclays Capital Inc. 25,000,000
Deutsche Bank Securities Inc. 25,000,000
XX Xxxxx Securities Corporation 25,000,000
Total: $250,000,000
Upon delivery of the Offered Securities, the Underwriters will
make payment therefor at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, at 10:00
A.M. (New York time) on July 25, 2003 or at such other time on July 25, 2003 as
shall be designated by the Managers.
The Offered Securities shall have the following terms:
Maturity: August 1, 2010
Interest Rate: 4 1/2%
Interest Payment Dates: February 1 and August 1, commencing
February 1, 2004
Redemption Provisions: The Company may redeem the Offered
Securities at its option, in whole or in
part at any time, at the redemption prices
described in the Prospectus.
Initial Price to Public: 99.110%, plus accrued interest, if any,
from July 25, 2003.
All the provisions contained in the document entitled Textron Inc.
Underwriting Agreement Standard Provisions (Debt) dated September 15, 1999 (the
"Standard Provisions"), a copy of which is attached hereto, are herein
incorporated by reference in their entirety and shall be deemed to be a part of
this Agreement to the same extent as if such provisions had been set forth in
full herein, except that (i) the definition of "Significant Subsidiaries" set
forth in paragraph (g) of Section VII and clause (b) of Exhibit A attached
thereto, is amended to add Textron Fastening Systems Inc. and delete Textron
Automotive Company Inc. and (ii) the Prospectus Supplement shall be filed with
the Securities and Exchange Commission no later than July 24, 2003.
Very truly yours,
X.X. XXXXXX SECURITIES INC.
UBS SECURITIES LLC
BARCLAYS CAPITAL INC.
DEUTSCHE BANK SECURITIES INC.
XX XXXXX SECURITIES CORPORATION
By: X.X. XXXXXX SECURITIES INC.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
By: UBS SECURITIES LLC
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: Executive Director
By: /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
Title: Associate Director
On behalf of the Managers
Accepted:
TEXTRON INC.
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President and Treasurer
