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Exhibit 1(b)
UNDERWRITING AGREEMENT
________ __, 199_
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 [Currency and Principal
Amount] aggregate principal amount of its [Full Title of Debt Securities] (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 _______% of
their principal amount, together with accrued interest from _______ __, 199_ to
the date of payment and delivery.
Principal
Amount of
Name Offered Securities
---- ------------------
[Names of Underwriters] $
Total: $
============
Upon delivery of the Offered Securities, the Underwriters will
make payment therefor at the offices of __________________, at 10:00 A.M. (New
York time) on ______ __, 199_ or at such other time, not later than ______ __,
199_ as shall be designated by the Managers.
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The Offered Securities shall have the following terms:
Maturity:
Interest Rate:
Interest Payment Dates:
Redemption Provisions:
Initial Price to Public:
All the provisions contained in the document entitled Textron
Inc. Underwriting Agreement Standard Provisions (Debt) dated October__, 1995 a
copy of which you have previously received, 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.
Please confirm your agreement by having an authorized officer
sign a copy of this Agreement in the space set forth below and returning the
signed copy to us and in addition have an authorized officer send us no later
than 9:00 a.m. (New York City time), ______ __, 199_ by wire, telex or other
written means, the following message:
"We have entered into the Underwriting Agreement dated ______
__, 199_ relating to the Offered Securities referred to therein by
signing a copy of the Underwriting Agreement and returning the same or
depositing the same in the mail to you."
Very truly yours,
[Names of Managers]
Acting severally on behalf of
themselves and the several
Underwriters named herein
By: [Lead Manager]
By: ________________________
Title:
Accepted:
TEXTRON INC.
By:_____________________
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TEXTRON INC.
UNDERWRITING AGREEMENT
STANDARD PROVISIONS (DEBT)
October __, 1995
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From time to time, Textron Inc., a Delaware corporation (the
"Company"), may enter into one or more underwriting agreements that provide for
the sale of designated securities to the several underwriters named therein.
The standard provisions set forth herein may be incorporated by reference in
any such underwriting agreement (an "Underwriting Agreement"). The
Underwriting Agreement, including the provisions incorporated therein by
reference, is herein referred to as this Agreement. Unless otherwise defined
herein, terms defined in the Underwriting Agreement are used herein as therein
defined.
I.
The Company proposes to issue from time to time (i) senior
debt securities (the "Senior Securities") to be issued pursuant to the
provisions of the Indenture, dated as of April 15, 1987, as supplemented by the
First Supplemental Senior Indenture, dated as of March 15, 1988, and the Second
Supplemental Senior Indenture, dated as of October __, 1995, between the
Company and Chemical Bank, as successor to Manufacturers Hanover Trust Company,
as Trustee, as the same may be from time to time amended or supplemented (the
"Senior Indenture"); (ii) subordinated debt securities (the "Subordinated
Securities") to be issued pursuant to the provisions of the Indenture, dated as
of May 1, 1985, as supplemented by the First Supplemental Subordinated
Indenture, dated as of December 18, 1986, and the Second Supplemental
Subordinated Indenture, dated as of October __, 1995, between the Company and
The Chase Manhattan Bank, N.A., as Trustee, as the same may be from time to
time amended or supplemented (the "Subordinated Indenture") and (iii) junior
subordinated securities (the "Junior Subordinated Securities") to be issued
pursuant to the provisions of the Indenture, dated as of October __, 1995,
between the Company and The Chase Manhattan Bank, N.A., as Trustee, as the same
may be from time to time amended or supplemented (the "Junior Subordinated
Indenture"). The term Securities means the Senior Securities, the Subordinated
Securities and the Junior Subordinated Securities. The term Indenture means
the Senior Indenture, the Subordinated Indenture or the Junior Subordinated
Indenture. The Securities will have varying designations, maturities, rates
and times of payment of interest, selling prices and redemption terms.
The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement including a prospectus
relating to the Securities and has filed with, or mailed for filing to, the
Commission a prospectus supplement specifically relating to the Offered
Securities pursuant to Rule 424 under the Securities Act of
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1933. The term Registration Statement means the registration statement as
amended to the date of the Underwriting Agreement. The term Basic Prospectus
means the prospectus included in the Registration Statement. The term
Prospectus means the Basic Prospectus together with the prospectus supplement
specifically relating to the Offered Securities, as filed with, or mailed for
filing to, the Commission pursuant to Rule 424. The term preliminary
prospectus means any preliminary form of the Prospectus filed with the
Commission pursuant to Rule 424. As used herein, the terms "Registration
Statement", "Basic Prospectus", "Prospectus" and "preliminary prospectus" shall
include in each case the material, if any, incorporated by reference therein.
The term Underwriters' Securities means the Offered Securities
to be purchased by the Underwriters herein. The term Contract Securities means
the Offered Securities, if any, to be purchased pursuant to the delayed
delivery contracts referred to below.
II.
If the Prospectus provides for sales of Offered Securities
pursuant to delayed delivery contracts, the Company hereby authorizes the
Underwriters to solicit offers to purchase Contract Securities on the terms and
subject to the conditions set forth in the Prospectus pursuant to delayed
delivery contracts substantially in the form of Schedule I attached hereto
("Delayed Delivery Contracts") but with such changes therein as the Company may
authorize or approve. Delayed Delivery Contracts are to be with institutional
investors approved by the Company and of the types set forth in the Prospectus.
On the Closing Date (as hereinafter defined), the Company will pay the Managers
as compensation, for the accounts of the Underwriters, the fee set forth in the
Underwriting Agreement in respect of the principal amount of Contract
Securities. The Underwriters will not have any responsibility in respect of
the validity or the performance of Delayed Delivery Contracts.
If the Company executes and delivers Delayed Delivery
Contracts with institutional investors, the Contract Securities shall be
deducted from the Offered Securities to be purchased by the several
Underwriters and the aggregate principal amount of Offered Securities to be
purchased by each Underwriter shall be reduced pro rata in proportion to the
principal amount of Offered Securities set forth opposite each Underwriter's
name in the Underwriting Agreement, except to the extent that the Managers
determine that such reduction shall be otherwise and so advises the Company.
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III.
The Company is advised by the Managers that the Underwriters
propose to make a public offering of their respective portions of the
Underwriters' Securities as soon after this Agreement is entered into as in the
Managers' judgment is advisable. The terms of the public offering of the
Underwriters' Securities are set forth in the Prospectus.
IV.
Payment for the Underwriters' Securities shall be made by
certified or official bank check or checks payable to the order of the Company
in New York Clearing House funds at the time and place set forth in the
Underwriting Agreement, upon delivery to the Managers for the respective
accounts of the several Underwriters of the Underwriters' Securities registered
in such names and in such denominations as the Managers shall request in
writing not less than two full business days prior to the date of delivery.
The time and date of such payment and delivery with respect to the
Underwriters' Securities are herein referred to as the Closing Date.
V.
The several obligations of the Underwriters hereunder are
subject to the following conditions:
(a) Subsequent to the execution and delivery of the
Underwriting Agreement and prior to the Closing Date,
(i) no stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no proceedings for such
purpose shall be pending before or threatened by the Commission and
there shall have been no material adverse change in the condition of
the Company and its subsidiaries, taken as a whole, from that set
forth in the Registration Statement and the Prospectus; and the
Managers shall have received, on the Closing Date, a certificate,
dated the Closing Date and signed by an executive officer of the
Company, to the foregoing effect. Such certificate will also provide
that the representations and warranties of the Company contained in
this Agreement are true and correct as of the Closing Date. The
officer making such certificate may rely upon the best of his
knowledge as to proceedings pending or threatened;
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(ii) there shall not have occurred any downgrading, nor shall
any notice have been given of any intended or potential downgrading or
of any review for a possible change that does not indicate the
direction of the possible change, in the rating accorded any of the
Company's securities by any "nationally recognized statistical rating
organization," as such term is defined for purposes of Rule 436(g)(2)
under the Securities Act; and
(iii) there shall not have occurred any change in the
condition, financial or otherwise, or in the earnings, business or
operations, of the Company and its subsidiaries, taken as a whole,
from that set forth in the Prospectus, that, in the judgment of the
Managers, is material and adverse and that makes it, in the judgment
of the Managers, impracticable to market the Offered Securities on the
terms and in the manner contemplated in the Prospectus.
(b) The Managers shall have received on the Closing Date an
opinion of counsel for the Company identified in Exhibit A hereto,
dated the Closing Date, to the effect set forth in Exhibit A.
(c) The Managers shall have received on the Closing Date an
opinion of counsel for the Underwriters identified in Exhibit B
hereto, dated the Closing Date, to the effect set forth in Exhibit B.
(d) The Managers shall have received on the Closing Date a
letter, dated the Closing Date, in form and substance satisfactory to
the Managers, from Ernst & Young independent public accountants,
containing statements and information of the type ordinarily included
in accountants' "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained in or
incorporated by reference into the Registration Statement and the
Prospectus.
VI.
In further consideration of the agreements of the Underwriters
contained in this Agreement, the Company covenants as follows:
(a) To furnish the Managers, without charge, four signed
copies of the Registration Statement including exhibits and materials,
if any, incorporated by reference therein and, during the period
mentioned in paragraph (c) below, as many copies of the Prospectus,
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any documents incorporated by reference therein and any supplements
and amendments thereto as the Managers may reasonably request. The
terms "supplement" and "amendment" or "amend" as used in this
Agreement shall include all documents filed by the Company with the
Commission subsequent to the date of the Basic Prospectus, pursuant to
the Securities Exchange Act of 1934, which are deemed to be
incorporated by reference in the Prospectus.
(b) Before amending or supplementing the Registration
Statement or the Prospectus with respect to the Offered Securities, to
furnish the Managers a copy of each such proposed amendment or
supplement.
(c) If, during such period after the first date of the public
offering of the Offered Securities, as in the opinion of counsel for
the Underwriters the Prospectus is required by law to be delivered,
any event shall occur as a result of which it is necessary to amend or
supplement the Prospectus in order to make the statements therein, in
the light of the circumstances when the Prospectus is delivered to a
purchaser, not misleading, or if it is necessary to amend or
supplement the Prospectus to comply with law, forthwith to prepare and
furnish, at its own expense, to the Underwriters, either amendments or
supplements to the Prospectus so that the statements in the Prospectus
as so amended or supplemented will not, in the light of the
circumstances when the Prospectus is delivered to a purchaser, be
misleading or so that the Prospectus will comply with law.
(d) To qualify the Offered Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions as the
Managers shall reasonably request and to pay all expenses (including
fees and disbursements of counsel) in connection with such
qualification and in connection with the determination of the
eligibility of the Offered Securities for investment under the laws of
such jurisdictions as the Managers may designate.
(e) To make generally available to the Company's security
holders as soon as practicable an earnings statement covering a
twelve-month period beginning after the date of the Underwriting
Agreement, which shall satisfy the provisions of Section 11(a) of the
Securities Act of 1933 and the applicable rules and regulations
thereunder.
(f) During the period beginning on the date of the
Underwriting Agreement and continuing to and
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including the Closing Date, not to offer, sell, contract to sell or
otherwise dispose of any debt securities of the Company substantially
similar to the Offered Securities, without the prior written consent
of the Managers.
VII.
The Company represents and warrants to each Underwriter that
(i) each document, if any, filed or to be filed pursuant to the Securities
Exchange Act of 1934 and incorporated by reference in the Prospectus complied
or will comply when so filed in all material respects with such Act and the
rules and regulations thereunder, (ii) each part of the registration statement
(including the documents incorporated by reference therein), filed with the
Commission pursuant to the Securities Act of 1933 relating to the Securities,
when such part became effective, did not contain any untrue statement of
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (iii) each preliminary
prospectus, if any, filed pursuant to Rule 424 under the Securities Act of 1933
complied when so filed in all material respects with such Act and the
applicable rules and regulations thereunder, (iv) the Registration Statement
and the Prospectus comply and, as amended or supplemented, if applicable, will
comply in all material respects with the Securities Act of 1933 and the
applicable rules and regulations thereunder and (v) the Registration Statement
and the Prospectus do not contain and, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; except
that these representations and warranties do not apply to statements or
omissions (a) in the Registration Statement, any preliminary prospectus or the
Prospectus based upon information furnished to the Company in writing by any
Underwriter expressly for use therein or (b) in the Statements of Eligibility
and Qualification on Form T-1 under the Trust Indenture Act of 1939 of the
trustees under the Senior Indenture, the Subordinated Indenture and the Junior
Subordinated Indenture.
The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls such Underwriter within the
meaning of either Section 15 of the Securities Act of 1933 or Section 20 of the
Securities Exchange Act of 1934, from and against any and all losses, claims,
damages and liabilities caused by any untrue statement or alleged untrue
statement of a material fact
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contained in the Registration Statement, any preliminary prospectus or the
Prospectus (if used within the period set forth in paragraph (c) of Article VI
hereof and as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
furnished in writing to the Company by any Underwriter expressly for use
therein.
Each Underwriter agrees to indemnify and hold harmless the
Company, its directors, its officers who sign the Registration Statement and
any person controlling the Company to the same extent as the foregoing
indemnity from the Company to each Underwriter, but only with reference to
information relating to such Underwriter furnished in writing by such
Underwriter expressly for use in the Registration Statement, any preliminary
prospectus or the Prospectus.
In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either of the two preceding paragraphs,
such person (the "indemnified party") shall promptly notify the person against
whom such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding
and shall pay the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be
at the expense of such indemnified party unless (i) the indemnifying party and
the indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in connection with any
proceeding or relating proceedings in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm (in addition to any
local counsel) for all such indemnified parties and that all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be
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designated in writing by the Managers in the case of parties indemnified
pursuant to the second preceding paragraph and by the Company in the case of
parties indemnified pursuant to the first preceding paragraph. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement of
any proceeding in respect of which any indemnified party is a party unless such
settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matters of such proceeding.
If the indemnification provided for in this Article VII is
unavailable to an indemnified party under the second or third paragraphs hereof
or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(i) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the other from
the offering of the Offered Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other in connection with
the offering of the Offered Securities shall be deemed to be in the same
proportion as the total net proceeds from the offering of such Offered
Securities (before deducting expenses) received by the Company bear to the
total underwriting discounts and commissions received by the Underwriters in
respect thereof. The relative fault of the Company on the one hand and of the
Underwriters on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
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The Company and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this Article VII were determined
by pro rata allocation or by any other method of allocation which does not take
account of the considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Article VII, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Offered Securities underwritten and distributed to the
public by such Underwriter were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act of 1933) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations to contribute pursuant to this Article VII are
several, in proportion to the respective principal amounts of Offered
Securities purchased by each of such Underwriters, and not joint.
The indemnity and contribution agreements contained in this
Article VII and the representations and warranties of the Company in this
Agreement shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by any
Underwriter or on behalf of any Underwriter or any person controlling any
Underwriter or by or on behalf of the Company, its directors or officers or any
person controlling the Company and (iii) acceptance of and payment for any of
the Offered Securities.
VIII.
This Agreement shall be subject to termination in the absolute
discretion of the Managers, by notice given to the Company, if (a) after the
execution and delivery of the Underwriting Agreement and prior to the Closing
Date (i) trading generally shall have been suspended or materially limited on
or by, as the case may be, any of the New York Stock Exchange, the American
Stock Exchange, the National Association of Securities Dealers, Inc., the
Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the
Chicago Board of Trade, (ii) trading of any securities of
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the Company shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities, or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in the judgment of the Managers, is material and adverse and (b) in the
case of any of the events specified in clauses (a)(i) through (iv), such event,
singly or together with any other such event, makes it, in the judgment of the
Managers, impracticable to market the Offered Securities on the terms and in
the manner contemplated in the Prospectus.
If, on the Closing Date, any one or more of the Underwriters
shall fail or refuse to purchase the Offered Securities which it or they have
agreed to purchase hereunder, and the aggregate principal amount of the Offered
Securities which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase is not more than one-tenth of the aggregate principal
amount of the Offered Securities, the other Underwriters shall be obligated
severally in the proportions which the amounts of the Offered Securities set
forth opposite their names in the Underwriting Agreement bear to the aggregate
principal amount of the Offered Securities set forth opposite the names of all
such non-defaulting Underwriters, or in such other proportions as you may
specify, to purchase the Offered Securities which such defaulting Underwriter
or Underwriters agreed but failed or refused to purchase; provided that in no
event shall the principal amount of the Offered Securities which any
Underwriter has agreed to purchase hereunder be increased pursuant to this
Article VIII by an amount in excess of one-ninth of such principal amount of
the Offered Securities without the written consent of such Underwriter. If, on
the Closing Date, any Underwriter or Underwriters shall fail or refuse to
purchase the Offered Securities which it or they agreed to purchase hereunder
and the aggregate principal amount of the Offered Securities which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
is more than one-tenth of the aggregate principal amount of the Offered
Securities, and arrangements satisfactory to you and the Company for the
purchase of such Offered Securities are not made within 36 hours after such
default, this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter or of the Company. In any such case either you or
the Company shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any other documents or
arrangements may be effected. Any action taken under this paragraph or any
such termination shall not
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relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.
IX.
If this Agreement shall be terminated by the Underwriters or
any of them, because of any failure or refusal on the part of the Company to
comply with the terms or to fulfill any of the conditions of this Agreement, or
if for any reason the Company shall be unable to perform its obligations under
this Agreement, the Company will reimburse the Underwriters or such
Underwriters as have so terminated this Agreement, with respect to themselves,
severally, for all out-of-pocket expenses (including the fees and disbursements
of their counsel) reasonably incurred by such Underwriters in connection with
the Offered Securities.
This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
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SCHEDULE I
DELAYED DELIVERY CONTRACT
[insert date]
Dear Sirs:
The undersigned hereby agrees to purchase from
Textron Inc., a Delaware corporation (the "Company"), and
the Company agrees to sell to the undersigned
$
principal amount of the Company's [state title of issue] (the "Securities"),
offered by the Company's Prospectus dated ___________, 1995 and Prospectus
Supplement dated ____________, 1995, receipt of copies of which are hereby
acknowledged, at a purchase price of ___ of the principal amount thereof plus
accrued interest and on the further terms and conditions set forth in this
contract. The undersigned does not contemplate selling Securities prior to
making payment therefor.
The undersigned will purchase from the Company Securities in
the principal amounts and on the delivery dates set forth below:
Delivery Principal Plus Accrued
Date Amount Interest From:
-------- --------- -------------
_________________ $________________ _______________
_________________ $________________ ________________
_________________ $________________ ________________
Each such date on which Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date".
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Payment for the Securities which the undersigned has agreed to
purchase on each Delivery Date shall be made to the Company or its order by
certified or official bank check in New York Clearing House funds at the office
of _____________, New York, N.Y., at 10:00 A.M. (New York time) on the Delivery
Date, upon delivery to the undersigned of the Securities to be purchased by the
undersigned on the Delivery Date, in such denominations and registered in such
names as the undersigned may designate by written or telegraphic communication
addressed to the Company not less than five full business days prior to the
Delivery Date.
The obligation of the undersigned to take delivery of and make
payment for the Securities on the Delivery Date shall be subject to the
conditions that (1) the purchase of Securities to be made by the undersigned
shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which the undersigned is subject and (2) the Company shall have
sold, and delivery shall have taken place to the underwriters (the
"Underwriters") named in the Prospectus Supplement referred to above of, such
part of the Securities as is to be sold to them. Promptly after completion of
sale and delivery to the Underwriters, the Company will mail or deliver to the
undersigned at its address set forth below notice to such effect, accompanied
by a copy of the opinion of counsel for the Company delivered to the
Underwriters in connection therewith.
Failure to take delivery of and make payment for Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this contract.
This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
If this contract is acceptable to the Company, it is requested
that the Company sign the form of acceptance below and mail or deliver one of
the counterparts hereof to the undersigned at its address set forth below.
This will become a binding contract, as of the date first above written,
between the Company and the undersigned when such counterpart is so mailed or
delivered.
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This contract shall be governed by and construed in accordance
with the laws of the State of New York.
Yours very truly,
______________________________
(Purchaser)
By____________________________
______________________________
(Title)
______________________________
(Address)
Accepted:
TEXTRON INC.
By_________________________
Title:
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PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed
is as follows: (Please Print.)
Telephone No.
Name (Including Area Code) Department
-------- ------------------- ----------
___________________ ______________________ __________________
___________________ ______________________ __________________
___________________ ______________________ __________________
___________________ ______________________ __________________
___________________ ______________________ __________________
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EXHIBIT A
OPINION OF EXECUTIVE VICE PRESIDENT
AND GENERAL COUNSEL OF THE COMPANY
The opinion of Executive Vice President and General Counsel of
the Company, to be delivered pursuant to Article V, paragraph (b) of the
document entitled Textron Inc. Underwriting Agreement Standard Provisions
(Debt) shall be to the effect that:
(i) the Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the State
of Delaware and is duly qualified to transact business and is in good
standing in each jurisdiction in which the conduct of its business or
the ownership or leasing of property requires such qualification and
where the failure to be so qualified or in good standing would have a
material adverse effect upon its operations or financial condition,
(ii) Avco Corporation, Textron Financial Corporation, Avco
Financial Services, Inc. and Xxxx Helicopter Textron Inc. have been
duly incorporated, are validly existing as corporations in good
standing under the laws of the State of Delaware and are duly
qualified to transact business and are in good standing in each
jurisdiction in which the conduct of their respective businesses or
the ownership or leasing of their respective property requires such
qualification and where the failure to be so qualified or in good
standing would have a material adverse effect upon their respective
operations or financial conditions,
(iii) the Senior[1] Indenture has been duly authorized,
executed and delivered by the Company and is a valid and binding
agreement of the Company enforceable in accordance with its terms,
except as (1) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors'
rights generally and (2) rights of acceleration and the availability
of equitable remedies may be limited by equitable principles of
general applicability, and has been duly
__________________________________
[1]Substitute "Junior Subordinated" or "Subordinated" for "Senior" if the
Offered Securities are Junior Subordinated Securities or Subordinated
Securities.
20
qualified under the Trust Indenture Act of 1939, as amended,
(iv) the Offered Securities have been duly authorized by the
Company and, when executed and authenticated in accordance with the
provisions of the Senior[2] Indenture and delivered to and paid for by
the Underwriters or by institutional investors, if any, pursuant to
Delayed Delivery Contracts, will be valid and binding obligations of
the Company enforceable in accordance with their terms and will be
entitled to the benefits of the Senior[2] Indenture, except as (1)
enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights generally
and (2) rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general
applicability,
(v) the Underwriting Agreement has been duly authorized,
executed and delivered by the Company,
(vi) the Delayed Delivery Contracts, if any, have been duly
authorized, executed and delivered by the Company, and are valid and
binding agreements of the Company enforceable in accordance with their
respective terms, except as (1) enforceability thereof may be limited
by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally and (2) rights of acceleration and the
availability of equitable remedies may be limited by equitable
principles of general applicability,
(vii) the execution, delivery and performance by the Company
of the Underwriting Agreement will not contravene any provision of
applicable law, except as rights to indemnity thereunder may be
limited by applicable law,
(viii) the execution, delivery and performance of the
Underwriting Agrement by the Company will not contravene any provision
of the restated certificate of incorporation or by-laws of the Company
or, to the best knowledge of such counsel, any agreement or other
instrument binding upon the Company, and (assuming compliance with
applicable state securities and Blue Sky laws) no consent, approval or
authorization of any governmental body is required for the performance
of
__________________________________
[2]Substitute "Junior Subordinated" or "Subordinated" for "Senior" if the
Offered Securities are Junior Subordinated Securities or Subordinated
Securities.
2
21
the Underwriting Agreement, except such as are specified and have been
obtained,
(ix) the statements in the Prospectus under "Description of
the Securities", "Description of the [Offered Securities]", "Plan of
Distribution" and "Underwriters", insofar as such statements
constitute a summary of the Underwriting Agreement, the Senior[3]
Indenture and the Offered Securities, fairly present the information
called for by Form S-3 under the Securities Act of 1933 ("Form S-3")
with respect to such documents,
(x) the statements in the Prospectus incorporated by
reference under "Legal Proceedings", insofar as such statements
constitute a summary of the proceedings referred to therein, fairly
present the information called for by Form S-3 with respect to such
proceedings, and
(xi) such counsel (1) is of the opinion that each document
filed pursuant to the Securities Exchange Act of 1934 and incorporated
by reference in the Prospectus (except as to financial statements
contained therein, as to which such counsel need not express any
opinion) complied when so filed as to form in all material respects
with such Act and the rules and regulations thereunder, (2) believes
that (except for the financial statements contained therein, as to
which such counsel need not express any belief) each part of the
registration statement (including the documents incorporated by
reference therein), filed with the Commission pursuant to the
Securities Act of 1933 relating to the Securities, when such part
became effective, did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (3) is of the
opinion that the Registration Statement and Prospectus, as amended or
supplemented, if applicable, (except as to financial statements
contained therein, as to which such counsel need not express any
opinion) comply as to form in all material respects with the
Securities Act of 1933 and the rules and regulations thereunder and
(4) believes that (except for the financial statements contained
therein, as to which such counsel need not express any belief) the
Registration Statement and the Prospectus on the date of the
Underwriting Agreement
__________________________________
[3]Substitute "Junior Subordinated" or "Subordinated" for "Senior" if the
Offered Securities are Junior Subordinated Securities or Subordinated
Securities.
3
22
did not, and the Prospectus, as amended or supplemented, if
applicable, on the Closing Date does not, contain any untrue statement
of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
Terms capitalized herein and not otherwise defined shall have
the meanings assigned to them in the Textron Inc. Underwriting Agreement
Standard Provisions (Debt). In rendering such opinion, such counsel may rely
as to matters of fact, to the extent he deems proper, on certificates of
responsible officers of the Company and public officials.
4
23
EXHIBIT B
FORM OF OPINION OF COUNSEL FOR THE UNDERWRITERS
The opinion of ______________, counsel for the Underwriters,
to be delivered pursuant to Article V, paragraph (c) of the document entitled
Textron Inc. Underwriting Agreement Standard Provisions (Debt) shall be to the
effect that:
(i) the Senior[1] Indenture has been duly authorized, executed
and delivered by the Company and is a valid and binding agreement of
the Company enforceable in accordance with its terms, except as (1)
the enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights generally
and (2) rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general
applicability, and has been duly qualified under the Trust Indenture
Act of 1939, as amended,
(ii) the Offered Securities, when executed and authenticated in
accordance with the provisions of the Senior[1] Indenture and delivered
to and paid for by the Underwriters or by institutional investors, if
any, pursuant to Delayed Delivery Contracts, will be valid and binding
obligations of the Company enforceable in accordance with their terms
and will be entitled to the benefits of the Senior[1] Indenture, except
as (1) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors'
rights generally and (2) rights of acceleration and the availability
of equitable remedies may be limited by equitable principles of
general applicability,
(iii) the Underwriting Agreement has been duly authorized,
executed and delivered by the Company,
__________________________________
[1]Substitute "Junior Subordinated" or "Subordinated" for "Senior" if the
Offered Securities are Junior Subordinated Securities or Subordinated
Securities.
24
(iv) the Delayed Delivery Contracts, if any, have been duly
authorized, executed and delivered by the Company and are valid and
binding agreements of the Company enforceable in accordance with their
respective terms, except as (1) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally and (2) rights of
acceleration and the availability of equitable remedies may be limited
by equitable principles of general applicability,
(v) the statements in the Prospectus under "Description of
the Securities", "Description of the [Offered Securities]", "Plan of
Distribution" and "Underwriters", insofar as such statements
constitute a summary of the Underwriting Agreement, the Senior[2]
Indenture and the Offered Securities, fairly present the information
called for by Form S-3 under the Securities Act of 1933 ("Form S-3")
with respect to such documents, and
(vi) such counsel (1) is of the opinion that the Registration
Statement and Prospectus, as amended or supplemented, if applicable
(except as to financial statements contained therein, as to which such
counsel need not express any opinion), comply as to form in all
material respects with the Securities Act of 1933 and the applicable
rules and regulations thereunder and (2) believes that (except for the
financial statements contained therein, as to which such counsel need
not express any belief) the Registration Statement and the Prospectus
on the date of the Underwriting Agreement did not, and the Prospectus,
as amended or supplemented, if applicable, on the Closing Date does
not, contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading;provided that such counsel may state that their opinion and
belief is based upon their participation in the preparation of the
Registration Statement and the Prospectus and any amendments and
supplements thereto (other than the documents incorporated by
reference therein) and review and discussion of the contents thereof
(including the documents incorporated by reference therein), but is
without independent check or verification except as specified.
__________________________________
[2]Substitute "Junior Subordinated" or "Subordinated" for "Senior" if the
Offered Securities are Junior Subordinated Securities or Subordinated
Securities.
2
25
Terms capitalized herein and not otherwise defined shall have
the meanings assigned to them in the Textron Inc. Underwriting Agreement
Standard Provisions (Debt).
3
