EXHIBIT 1.2(a)
UNDERWRITING AGREEMENT
November 15, 2001
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 $ 300,000,000
aggregate principal amount of its 6.375% Notes due 2008 (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
97.974% of their principal amount, together with accrued interest from
November 20, 2001 to the date of payment and delivery.
Name Principal Amount of Offered Securities
---- --------------------------------------
X.X. Xxxxxx Securities Inc. 168,000,000
Banc of America Securities LLC Credit 36,000,000
Suisse First Boston 36,000,000
Corporation
Banc One Capital Markets, Inc. 15,000,000
Barclays Capital Inc. 15,000,000
Fleet Securities, Inc. 15,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx & 15,000,000
Xxxxx Incorporated
Total: $300,000,000
Upon delivery of the Offered Securities, the Underwriters will
make payment therefor at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, at
10:00 A.M. (New York time) on November 20, 2001 or at such other time on
November 20, 2001 as shall be designated by the Managers.
The Offered Securities shall have the following terms:
Maturity: November 15, 2008
Interest Rate: 6.375%
Interest Payment Dates: May 15 and November 15 commencing May 15,
2002
Redemption Provisions: The Company may redeem the Offered
Securities at its option, in whole or in
part at any time.
Initial Price to Public: 98.599%, plus accrued interest, if any,
from November 20, 2001.
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 (ii) the Prospectus Supplement shall be filed with the Securities and
Exchange Commission no later than November 16, 2001.
Very truly yours,
X.X. XXXXXX SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
CREDIT SUISSE FIRST BOSTON
CORPORATION
BANC ONE CAPITAL MARKETS, INC.
BARCLAYS CAPITAL INC.
FLEET SECURITIES, INC.
XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED
Acting severally on behalf of
themselves and the several
Underwriters named herein
By: X.X. Xxxxxx Securities Inc.
By: /s/ Xxxxx Xxxxxx
--------------------------
Title: Vice President
Accepted:
TEXTRON INC.
By: /s/ Xxxx X. Xxxxxxx
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