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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TEXTRON FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 05-6008768
(State of incorporation or organization) (I.R.S. Employer Identification No.)
40 WESTMINSTER STREET, P.O. BOX 6687, PROVIDENCE, RHODE ISLAND, 02940-6657
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered Name of each exchange on which
FLOATING RATE NOTES each class is to be registered
DUE DECEMBER 9, 2002 NEW YORK STOCK EXCHANGE
7-1/8% NOTES DUE DECEMBER 9, 2004 NEW YORK STOCK EXCHANGE
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-88509.
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The material set forth in the section captioned "Description of Notes" in the
Registrant's Prospectus Supplement dated December 2, 1999 and in the Section
Captioned "Description of
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Debt Securities" in the Registrant's Prospectus dated December 1, 1999 as filed
pursuant to Rule 424(b) with the Securities and Exchange Commission on December
6, 1999, is incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Restated Certificate of Incorporation of Textron Financial Corporation,
dated July 15, 1993 (Incorporated by reference to Exhibit 3.1 to the
Textron Financial Corporation Form 10 filed on October 6, 1999 (the
"Textron Form 10").
2. By-Laws of Textron Financial Corporation as of May 4, 1999
(Incorporated by reference to Exhibit 3.2 to the Textron Form 10).
3. Form of the Textron Financial Corporation's Floating Rate Note due
December 9, 2002.
4. Form of the Textron Financial Corporation's 7-1/8% Note due December 9,
2004.
5. Indenture, dated as of December 9, 1999, between Textron Financial
Corporation and SunTrust Bank, Atlanta, as trustee (Incorporated by
reference to Exhibit 4.1 to Textron Financial Corporation's
Registration Statement on Form S-3 (No. 333-88509).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized, on this 3rd day of
December, 1999.
TEXTRON FINANCIAL CORPORATION
By: BRIAN F. LYNN
----------------------------------
Name: Brian F. Lynn
Title: Vice President and Treasurer
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Exhibit 3
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 THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO A
NOMINEE OR DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC TO TEXTRON FINANCIAL CORPORATION OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS 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. THE DEPOSITARY WILL NOT SELL, ASSIGN, TRANSFER OR OTHERWISE CONVEY ANY
BENEFICIAL INTEREST IN THIS GLOBAL SECURITY UNLESS SUCH BENEFICIAL INTEREST IS
IN AN AMOUNT EQUAL TO AN AUTHORIZED DENOMINATION FOR SECURITIES OF THIS SERIES,
AND THIS DEPOSITARY, BY ACCEPTING THIS GLOBAL SECURITY, AGREES TO BE BOUND BY
THIS PROVISION.
No.
CUSIP 883199AE1 $__________
TEXTRON FINANCIAL CORPORATION
FLOATING RATE NOTE DUE DECEMBER 9, 2002
Textron Financial Corporation, a corporation duly organized
and existing under the laws of the State of Delaware (herein called the
"Issuer"), for value received hereby promises to pay to ____________ or its
registered assigns, the principal sum of $__________ on December 9, 2002 and to
pay interest thereon quarterly on each March 9, June 9, September 9, and
December 9 (the "Interest Payment Dates") in each year, commencing on March 9,
2000, at an interest rate per annum, reset quarterly, equal to three-month LIBOR
plus 35 basis points (.35%), as determined by the calculation agent referred to
below, until the principal hereof is paid or made available for payment.
Interest will be computed on the basis of a 360-day year and the actual number
of days in the applicable Interest Period (as defined below). Interest is
payable for the period commencing on and including the immediately preceding
interest payment date and ending on and including the day preceding the next
interest payment date (an "Interest Period"), with the exception that the first
Interest Period will commence on and include December 9, 1999.
This Security shall bear interest from the most recent
Interest Payment Date to which interest in respect hereof has been paid or duly
provided for, unless no interest has been paid on this Security, in which case
from December 9, 1999. Any interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
provided in the Indenture referred to on the reverse hereof, be paid to the
Person in whose name this Security is registered at the close of business on the
fifteenth calendar day prior to the interest payment date (whether or not a
Business Day) (the "Record Date"); PROVIDED, HOWEVER, that the first payment of
interest on this Security, if originally issued between a Record Date and the
related Interest Payment Date, shall be made on the second Interest Payment Date
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following the date of original issuance of this Security to the Person in whose
name this Security is registered on the Record Date relating to such second
Interest Payment Date; and PROVIDED FURTHER, that any interest payable at
maturity will be paid to the Person to whom the principal is payable.
The per annum rate of interest for each Interest Period will
be three-month LIBOR on the second Business Day preceding the relevant Interest
Reset Date (as defined below) for the Interest Period (the "Interest
Determination Date") plus the applicable spread described above. The Interest
Determination Date for the first Interest Period will be December 7, 1999. LIBOR
for each subsequent Interest Period will be determined by the calculation agent
in accordance with the following provisions:
(1) On each Interest Determination Date, the calculation
agent appointed by the Issuer to calculate the rate of interest payable
on this Security in respect of each Interest Period which initially is
SunTrust Bank, Atlanta (the "Calculation Agent") will determine LIBOR
as the offered rate for three-month deposits in U.S. dollars in the
London interbank market, which appears on Telerate Page 3750 as of
11:00 a.m., London time, on the Interest Determination Date.
(2) If the rate does not appear on Telerate Page 3750, or
Telerate Page 3750 is unavailable, the Calculation Agent will request
each of four major reference banks in the London interbank market to
provide the Calculation Agent with its offered quotation, expressed as
a rate per annum, for three-month deposits in U.S dollars to leading
banks in the London interbank market at approximately 11:00 a.m.,
London time, on the Interest Determination Date, in a principal amount
of not less than $1,000,000, that is representative for a single
transaction in U.S. dollars in that market at that time. If at least
two quotations from the major reference banks are provided, LIBOR in
respect of the Interest Determination Date will be the arithmetic mean
of those quotations.
(3) If less than two of the major reference banks in the
London interbank market provide the Calculation Agent with the offered
quotations, LIBOR in respect of that Interest Determination Date will
be the arithmetic mean of the rates quoted by three major banks in New
York City selected by the Calculation Agent, at approximately 11:00
a.m., New York City time, on that Interest Determination Date for
three-month loans in U.S. dollars to leading European banks, in a
principal amount equal to an amount of not less than $1,000,000, that
is representative for a single transaction in that market at that time.
(4) If the major banks in New York City selected by the
Calculation Agent are not quoting as described in clause (3), LIBOR
will be LIBOR in effect on the Interest Determination Date.
"Business Day" means any day, other than a Saturday or Sunday, on which banking
institutions in New York City are open for business and which is also a London
Banking Day.
"Interest Reset Date" means, with respect to any Interest Period, the first day
of such Interest Period.
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"London Banking Day" means any day, other than a Saturday or Sunday, on which
commercial banks are open for business, including dealings in U.S. dollars, in
London.
"Telerate Page 3750" means the display designated as page "3750" on the Dow
Jones Telerate Service, or any other page as may replace that page on that
service for the purpose of displaying the LIBOR Index on a daily basis.
The determination of the rate and amount of interest by the
Calculation Agent shall (in the absence of manifest error) be final and binding
on all parties.
All percentages resulting from any calculation on this
Security will be rounded, if necessary, to the nearest one hundred-thousandth of
a percentage point, with five one-millionths of a percentage point rounded
upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)),
and U.S. dollar amounts used in or resulting from such calculations will be
rounded to the nearest cent, with one-half cent being rounded upward.
All payments in respect of the Securities of the series of
which this Security is a part, including, without limitation, payments of
principal and interest, shall be made by the Issuer without withholding or
deduction for or on account of any present or future taxes, duties, levies or
other governmental charges of whatever nature in effect on the date of the
original issuance of this Security or imposed or established in the future by or
on behalf of the United States or any authority in the United States ("Taxes").
In the event any such Taxes are so imposed or established, the Issuer shall pay
such Additional Amounts ("Additional Amounts") as may be necessary in order that
the net amounts receivable by each holder or beneficial owner of this Security,
as the case may be, who is a United States alien (as defined below) after any
payment, withholding or deduction in respect of such Taxes shall equal the
respective amounts of principal and interest, if any, which would have been
receivable in respect of the Securities of this series in the absence of such
payment, withholding or deduction; PROVIDED that no such Additional Amounts will
be payable with respect to any payment on any Security of this series to, or to
a third party on behalf of, a holder who is a United States alien for or on
account of any such Taxes whatsoever that have been imposed with respect to (1)
any Tax which would not have been so imposed but for (a) the existence of any
present or former connection between the holder (or a fiduciary, settlor,
beneficiary, member or shareholder of, or holder of a power over, the holder, if
the holder is an estate, trust, partnership or corporation) and the United
States, including, without limitation, such holder (or such fiduciary, settlor,
beneficiary, member, shareholder or holder of a power) being or having been a
citizen or resident or treated as a resident thereof or being or having been
engaged in a trade or business therein or being or having been present therein
or having or having had a permanent establishment therein, or (b) the holder's
present or former status as a personal holding company or foreign personal
holding company or controlled foreign corporation or passive foreign investment
company for United States federal income tax purposes or as a corporation which
accumulates earnings to avoid United States federal income tax or as a private
foundation or other tax-exempt organization; (2) any Tax which would not have
been so imposed but for the presentation by the holder of the Security of this
series for payment on a date more than 10 days after the date on which the
payment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later; (3) any estate, inheritance, gift, sales,
transfer, personal property or excise tax or any similar tax, assessment or
governmental charge; (4) any Tax which is payable otherwise than by withholding
from payments in respect of principal of or any interest on any Security of this
series; (5) any Tax imposed on interest received by a holder or beneficial owner
of a Security of this series who actually or constructively owns 10% or more of
the total combined voting
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power of all classes of the Issuer's stock entitled to vote or is a bank that
acquired a Security of this series in consideration of an extension of credit
made pursuant to a loan agreement entered into in the ordinary course of
business; (6) any Tax imposed as a result of the failure to comply with (a)
certification, information, documentation, reporting or other similar
requirements concerning the nationality, residence, identity or connection with
the United States of the holder or beneficial owner of the Security of this
series, if such compliance is required by statute, or by regulation of the
United States Treasury Department, as a precondition to relief or exemption from
such Tax (including backup withholding tax) or (b) any other certification,
information, documentation, reporting or other similar requirements under United
States income tax laws or regulations that would establish entitlement to
otherwise applicable relief or exemption from such tax, assessment or other
governmental charge; (7) any tax, assessment or other governmental charge
required to be withheld by any paying agent from any payment of the principal of
or any interest on any Security of this series, if the payment can be made
without such withholding by at least one other paying agent; or (8) any
combination of items (1), (2), (3), (4), (5), (6) or (7). Furthermore, no
Additional Amounts shall be paid with respect to any payment on any Security of
this series to a holder who is a United States alien that is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the
extent that a beneficiary or settlor with respect to such fiduciary or a member
of such partnership or beneficial owner would not have been entitled to receive
the Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the holder of any such Security. The term "United States alien" means any
person who, for United States federal income tax purposes, is a foreign
corporation, a non-resident alien individual, a non-resident alien fiduciary of
a foreign estate or trust, or a foreign partnership, one or more of the members
of which is a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.
Whenever in this Security or in the Indenture there is a
reference, in any context, to the payment of the principal of, or interest on,
or in respect of, any Security, such payment shall be deemed to include the
payment of Additional Amounts to the extent that, in such context, Additional
Amounts are, were or would be payable in respect of such payment pursuant to the
provisions hereof or thereof and express mention of the payment of Additional
Amounts (if applicable) in any provision hereof or thereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.
Payment of the principal of and interest on this Security will
be made at the office or agency of the Issuer maintained for that purpose in the
Borough of Manhattan, The City of New York, and, if this Security is in
definitive form, in Luxembourg; PROVIDED, HOWEVER, that at the option of the
Issuer 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;
PROVIDED, FURTHER, that a holder of U.S.$10,000,000 or more in aggregate
principal amount of Securities of this series will be entitled to receive
interest payments on each Interest Payment Date by wire transfer of immediately
available funds if appropriate wire transfer instructions have been received in
writing by the Trustee not less than 15 calendar days prior to such Interest
Payment Date. Any such wire transfer instructions received by the Trustee shall
remain in effect until revoked by such holder by written notice received by the
Trustee at least 15 calendar days prior to the first Interest Payment Date for
which such notice shall be effective.
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If any Interest Payment Date, other than at maturity, for this
Security would otherwise be a day that is not a Business Day, the Interest
Payment Date will be postponed to the next day that is a Business Day, except
that if the Business Day is in the next succeeding calendar month, the Interest
Payment Date will be the immediately preceding Business Day. If the maturity or
any redemption date for this Security falls on a day that is not a Business Day,
payment of principal and interest with respect to this Security will be paid on
the next succeeding Business Day with the same force and effect as if made on
that date and no interest on the payment will accrue from and after that date.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to
be duly executed as of the date first written below.
Dated: December 9, 1999
TEXTRON FINANCIAL CORPORATION
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
5
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This is one of the Securities of the series designated herein
and referred to in the within-mentioned Indenture.
SUNTRUST BANK, ATLANTA,
as Trustee
By:
-------------------------------
Authorized Officer
6
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TEXTRON FINANCIAL CORPORATION
This Security is one of the series designated as the Floating
Rate Notes Due December 9, 2002 (the "Securities"), the aggregate principal
amount of which series is unlimited. This Security is one of a duly authorized
series of securities of the Issuer, issued and to be issued in one or more
series under an indenture, dated as of December 9, 1999, as it may be amended or
supplemented from time to time (herein called the "Indenture"), between the
Issuer and SunTrust Bank, Atlanta, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), to which
Indenture reference is hereby made for a statement of the respective rights,
limitations of rights, obligations, duties and immunities thereunder of the
Issuer, the Trustee and the holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered.
The Securities of this series may not be redeemed prior to
maturity, except as provided in the immediately succeeding paragraph.
If at any time subsequent to the issuance of the Securities of
this series, as a result of any change in, or amendment to, the laws, including
any regulations or rulings promulgated thereunder, of the United States or of
any political subdivision thereof or any authority therein or thereof having
power to tax or as a result of any change in the application or official
interpretation of such laws, including any proposals for change, amendment or
application or interpretation of such laws, where the amendment or change
becomes effective on or after December 2, 1999 or which proposal is made after
such date, or as a result of any action taken by any taxing authority of the
United States which action is taken or becomes generally known after such date,
or any commencement of a proceeding in a court of competent jurisdiction in the
United States after such date, whether or not such action was taken or such
proceeding was brought with respect to the Issuer, the Issuer becomes, or will
become, obligated to pay any Additional Amounts, then the Securities of this
series will be redeemable as a whole (but not in part), at the option of the
Issuer, at any time upon not less than thirty (30) nor more than sixty (60)
days' notice given to the holders at their principal amount together with
accrued interest thereon, if any, (and any Additional Amounts payable with
respect thereto) to the date fixed for redemption (the "Tax Redemption Date").
In order to effect a redemption of Securities of this series as described in
this paragraph, the Issuer shall deliver to the Trustee at least forty-five (45)
days prior to the Tax Redemption Date: (i) a written notice stating that the
Securities of this series are to be redeemed
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as a whole, specifying the Tax Redemption Date and other pertinent information,
and (ii) an Opinion of Counsel to the effect that the Issuer has or will become
obligated to pay Additional Amounts as a result of any such change or amendment.
No notice of redemption may be given earlier than ninety (90) days prior to the
earliest date on which the Issuer would be obligated to pay such Additional
Amounts were a payment in respect of the Securities of this series then due. The
notice shall additionally specify all other information necessary for the
publication and mailing by the Trustee of notices of such redemption. The
Trustee shall be entitled to rely conclusively upon the information so furnished
by the Issuer in such notice and shall be under no duty to check the accuracy or
completeness thereof. Such notice shall be irrevocable and upon its delivery the
Issuer shall be obligated to make the payment or payments referred to therein to
the Trustee.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, then the Trustee or the holders of not
less than 25% in aggregate principal amount (calculated as provided in the
Indenture) of the Securities of this series then Outstanding may declare the
principal of the Securities of this series and accrued interest thereon, if any,
to be 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 or supplementing thereof and the modification of the
rights and obligations of the Issuer and the rights of the holders of the
Securities of each series to be affected under the Indenture at any time by the
Issuer and the Trustee with the consent of the holders of not less than a
majority in aggregate principal amount (calculated as provided in the Indenture)
of the Securities at the time Outstanding of all series to be affected (all such
series voting as a single class). The Indenture also contains provisions
permitting the holders of not less than a majority in aggregate principal amount
(calculated as provided in the Indenture) of the Securities of each series at
the time Outstanding, on behalf of the holders of all Securities of such series,
to waive certain past defaults or Events of Default under the Indenture and the
consequences of any such defaults or Events of Default. Any such consent or
waiver by the holder of this Security (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and upon all future
holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest, if
any, on this Security at the times, place and rate, if any, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security register, upon due presentment of this Security for registration of
transfer at the office or agency of the Issuer in any place where the principal
of and interest, if any, on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Security Registrar duly executed by the holder hereof or his or
her attorney duly authorized in writing, and thereupon one or more new
Securities of this series, having the same interest rate, if any, and maturity
and
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bearing interest from the same date as this Security, of any authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of U.S.$1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations set
forth therein and on the face hereof, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series of a
different authorized denomination having the same interest rate, if any, and
maturity and bearing interest from the same date as such Securities, as
requested by the holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Issuer 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 Security for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue and notwithstanding
any notation of ownership or other writing thereon, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary. All
payments made to or upon the order of such registered holder, shall, to the
extent of the sum or sums paid, effectually satisfy and discharge liability for
monies payable on this Security.
No recourse for the payment of the principal of or interest on
this Security, or for any claim based hereon or otherwise in respect hereof, and
no recourse under or upon any obligation, covenant or agreement of the Issuer in
the Indenture or in any Security, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder,
official or director, as such, past, present or future, of the Issuer or of any
successor entity, either directly or through the Issuer or any successor entity,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
All terms used in this Security and not otherwise defined
herein which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.
This Security shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflict of law
principles.
9
<PAGE> 1
Exhibit 4
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 THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO A
NOMINEE OR DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC TO TEXTRON FINANCIAL CORPORATION OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS 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. THE DEPOSITARY WILL NOT SELL, ASSIGN, TRANSFER OR OTHERWISE CONVEY ANY
BENEFICIAL INTEREST IN THIS GLOBAL SECURITY UNLESS SUCH BENEFICIAL INTEREST IS
IN AN AMOUNT EQUAL TO AN AUTHORIZED DENOMINATION FOR SECURITIES OF THIS SERIES,
AND THAT THE DEPOSITARY, BY ACCEPTING THIS GLOBAL SECURITY, AGREES TO BE BOUND
BY THIS PROVISION.
No.
CUSIP No. 883199AF8 U.S.$_____________
TEXTRON FINANCIAL CORPORATION
7-1/8% NOTE DUE DECEMBER 9, 2004
Textron Financial Corporation, a corporation duly organized
and existing under the laws of the State of Delaware (herein called the
"Issuer"), for value received hereby promises to pay to
________________________, or its registered assigns, the principal sum of
___________________ on December 9, 2004 and to pay interest thereon
semi-annually on June 9 and December 9 (the "Interest Payment Dates") in each
year, commencing June 9, 2000, at the rate of 7-1/8% per annum, until the
principal hereof is paid or made available for payment. This Security shall bear
interest from the most recent Interest Payment Date to which interest in respect
hereof has been paid or duly provided for, unless no interest has been paid on
this Security, in which case from December 9, 1999. Any interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, subject
to certain exceptions provided in the Indenture referred to on the reverse
hereof, be paid to the Person in whose name this Security is registered at the
close of business on May 25 or November 25 (whether or not a Business Day) (the
"Record Date") next preceding such Interest Payment Date; PROVIDED, HOWEVER,
that the first payment of interest on this Security, if originally issued
between a Record Date and the related Interest Payment Date, shall be made on
the second Interest Payment Date following the date of original issuance of this
Security to the Person in whose name this Security is registered on the Record
Date relating to such second Interest Payment Date; and PROVIDED FURTHER, that
any interest payable at maturity will be paid to the Person to whom the
principal is payable.
All payments in respect of the Securities of the series of
which this Security is a part, including, without limitation, payments of
principal and interest, shall be made by the Issuer
<PAGE> 2
without withholding or deduction for or on account of any present or future
taxes, duties, levies or other governmental charges of whatever nature in effect
on the date of the original issuance of this Security or imposed or established
in the future by or on behalf of the United States or any authority in the
United States ("Taxes"). In the event any such Taxes are so imposed or
established, the Issuer shall pay such Additional Amounts ("Additional Amounts")
as may be necessary in order that the net amounts receivable by each holder or
beneficial owner of this Security, as the case may be, who is a United States
alien (as defined below) after any payment, withholding or deduction in respect
of such Taxes shall equal the respective amounts of principal and interest, if
any, which would have been receivable in respect of the Securities of this
series in the absence of such payment, withholding or deduction; PROVIDED that
no such Additional Amounts will be payable with respect to any payment on any
Security of this series to, or to a third party on behalf of, a holder who is a
United States alien for or on account of any such Taxes whatsoever that have
been imposed with respect to (1) any Tax which would not have been so imposed
but for (a) the existence of any present or former connection between the holder
(or a fiduciary, settlor, beneficiary, member or shareholder of, or holder of a
power over, the holder, if the holder is an estate, trust, partnership or
corporation) and the United States, including, without limitation, such holder
(or such fiduciary, settlor, beneficiary, member, shareholder or holder of a
power) being or having been a citizen or resident or treated as a resident
thereof or being or having been engaged in a trade or business therein or being
or having been present therein or having or having had a permanent establishment
therein, or (b) the holder's present or former status as a personal holding
company or foreign personal holding company or controlled foreign corporation or
passive foreign investment company for United States federal income tax purposes
or as a corporation which accumulates earnings to avoid United States federal
income tax or as a private foundation or other tax-exempt organization; (2) any
Tax which would not have been so imposed but for the presentation by the holder
of the Security of this series for payment on a date more than 10 days after the
date on which the payment became due and payable or the date on which payment
thereof is duly provided for, whichever occurs later; (3) any estate,
inheritance, gift, sales, transfer, personal property or excise tax or any
similar tax, assessment or governmental charge; (4) any Tax which is payable
otherwise than by withholding from payments in respect of principal of or any
interest on any Security of this series; (5) any Tax imposed on interest
received by a holder or beneficial owner of a Security of this series who
actually or constructively owns 10% or more of the total combined voting power
of all classes of the Issuer's stock entitled to vote or is a bank that acquired
a Security of this series in consideration of an extension of credit made
pursuant to a loan agreement entered into in the ordinary course of business;
(6) any Tax imposed as a result of the failure to comply with (a) certification,
information, documentation, reporting or other similar requirements concerning
the nationality, residence, identity or connection with the United States of the
holder or beneficial owner of the Security of this series, if such compliance is
required by statute, or by regulation of the United States Treasury Department,
as a precondition to relief or exemption from such Tax (including backup
withholding tax) or (b) any other certification, information, documentation,
reporting or other similar requirements under United States income tax laws or
regulations that would establish entitlement to otherwise applicable relief or
exemption from such tax, assessment or other governmental charge; (7) any tax,
assessment or other governmental charge required to be withheld by any paying
agent from any payment of the principal of or any interest on any Security of
this series, if the payment can be made without such withholding by at least one
other paying agent; or (8) any combination of items (1), (2), (3), (4), (5), (6)
or (7).
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<PAGE> 3
Furthermore, no Additional Amounts shall be paid with respect to any payment on
any Security of this series to a holder who is a United States alien that is a
fiduciary or partnership or other than the sole beneficial owner of such payment
to the extent that a beneficiary or settlor with respect to such fiduciary or a
member of such partnership or beneficial owner would not have been entitled to
receive the Additional Amounts had such beneficiary, settlor, member or
beneficial owner been the holder of such Security. The term "United States
alien" means any person who, for United States federal income tax purposes, is a
foreign corporation, a non-resident alien individual, a non-resident alien
fiduciary of a foreign estate or trust, or a foreign partnership, one or more of
the members of which is a foreign corporation, a non-resident alien individual
or a non-resident alien fiduciary of a foreign estate or trust.
Whenever in this Security or in the Indenture there is a
reference, in any context, to the payment of the principal of or interest on, or
in respect of, any Security, such payment shall be deemed to include the payment
of Additional Amounts to the extent that, in such context, Additional Amounts
are, were or would be payable in respect of such payment pursuant to the
provisions hereof or thereof and express mention of the payment of Additional
Amounts (if applicable) in any provision hereof or thereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.
Payment of the principal of and interest on this Security will
be made at the office or agency of the Issuer maintained for that purpose in the
Borough of Manhattan, The City of New York, and, if this Security is in
definitive form, in Luxembourg; PROVIDED, HOWEVER, that at the option of the
Issuer 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;
PROVIDED, FURTHER, that a holder of U.S.$10,000,000 or more in aggregate
principal amount of Securities of this series will be entitled to receive
interest payments on each Interest Payment Date by wire transfer of immediately
available funds if appropriate wire transfer instructions have been received in
writing by the Trustee not less than 15 calendar days prior to such Interest
Payment Date. Any such wire transfer instructions received by the Trustee shall
remain in effect until revoked by such holder by written notice received by the
Trustee at least 15 calendar days prior to the first Interest Payment Date for
which such notice shall be effective.
If any payment date, for this Security, falls on a day that is
not a Business Day, the required payment of principal and/or interest, as the
case may be, shall be made on the next succeeding Business Day with the same
force and effect as if made on the date such payment was due, and no interest
shall accrue with respect to such payment for the period from and after such
payment date to the date of such payment on the next succeeding Business Day.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
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<PAGE> 4
IN WITNESS WHEREOF, the Issuer has caused this instrument to
be duly executed as of the date first written below.
Dated: December 9, 1999
TEXTRON FINANCIAL CORPORATION
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
This is one of the Securities of the series designated herein
and referred to in the within-mentioned Indenture.
SUNTRUST BANK, ATLANTA,
as Trustee
By:
-------------------------------
Authorized Officer
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<PAGE> 5
TEXTRON FINANCIAL CORPORATION
This Security is one of the series designated as the 7 1/8%
Notes due December 9, 2004 (the "Securities"), the aggregate principal amount of
which series is unlimited. This Security is one of a duly authorized series of
securities of the Issuer, issued and to be issued in one or more series under an
indenture, dated as of December 9, 1999, as it may be amended or supplemented
from time to time (herein called the "Indenture"), between the Issuer and
SunTrust Bank, Atlanta, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture
reference is hereby made for a statement of the respective rights, limitations
of rights, obligations, duties and immunities thereunder of the Issuer, the
Trustee and the holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.
The Securities of this series may not be redeemed prior to maturity,
except as provided in the immediately succeeding paragraph.
If at any time subsequent to the issuance of the Securities of this
series, as a result of any change in, or amendment to, the laws, including any
regulations or rulings promulgated thereunder, of the United States or of any
political subdivision thereof or any authority therein or thereof having power
to tax or as a result of any change in the application or official
interpretation of such laws, including any proposals for change, amendment or
application or interpretation of such laws, where the amendment or change
becomes effective on or after December 2, 1999 or which proposal is made after
such date, or as a result of any action taken by any taxing authority of the
United States which action is taken or becomes generally known after such date,
or any commencement of a proceeding in a court of competent jurisdiction in the
United States after such date, whether or not such action was taken or such
proceeding was brought with respect to the Issuer, the Issuer becomes, or will
become, obligated to pay any Additional Amounts, then the Securities of this
series will be redeemable as a whole (but not in part), at the option of the
Issuer, at any time upon not less than thirty (30) nor more than sixty (60)
days' notice given to the holders at their principal amount together with
accrued interest thereon, if any, (and any Additional Amounts payable with
respect thereto) to the date fixed for redemption (the "Tax Redemption Date").
In order to effect a redemption of Securities of this series as described in
this paragraph, the Issuer shall deliver to the Trustee at least forty-five (45)
days prior to the Tax Redemption Date: (i) a written notice stating that the
Securities of this series are to be redeemed
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<PAGE> 6
as a whole, specifying the Tax Redemption Date and other pertinent information,
and (ii) an Opinion of Counsel to the effect that the Issuer has or will become
obligated to pay Additional Amounts as a result of any such change or amendment.
No notice of redemption may be given earlier than ninety (90) days prior to the
earliest date on which the Issuer would be obligated to pay such Additional
Amounts were a payment in respect of the Securities of this series then due. The
notice shall additionally specify all other information necessary for the
publication and mailing by the Trustee of notices of such redemption. The
Trustee shall be entitled to rely conclusively upon the information so furnished
by the Issuer in such notice and shall be under no duty to check the accuracy or
completeness thereof. Such notice shall be irrevocable and upon its delivery the
Issuer shall be obligated to make the payment or payments referred to therein to
the Trustee.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, then the Trustee or the holders of not
less than 25% in aggregate principal amount (calculated as provided in the
Indenture) of the Securities of this series then Outstanding may declare the
principal of the Securities of this series and accrued interest thereon, if any,
to be 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 or supplementing thereof and the modification of the
rights and obligations of the Issuer and the rights of the holders of the
Securities of each series to be affected under the Indenture at any time by the
Issuer and the Trustee with the consent of the holders of not less than a
majority in aggregate principal amount (calculated as provided in the Indenture)
of the Securities at the time Outstanding of all series to be affected (all such
series voting as a single class). The Indenture also contains provisions
permitting the holders of not less than a majority in aggregate principal amount
(calculated as provided in the Indenture) of the Securities of each series at
the time Outstanding, on behalf of the holders of all Securities of such series,
to waive certain past defaults or Events of Default under the Indenture and the
consequences of any such defaults or Events of Default. Any such consent or
waiver by the holder of this Security (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and upon all future
holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest, if
any, on this Security at the times, place and rate, if any, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security register, upon due presentment of this Security for registration of
transfer at the office or agency of the Issuer in any place where the principal
of and interest, if any, on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Security Registrar duly executed by the holder hereof or his or
her attorney duly authorized in writing, and thereupon one or more new
Securities of this series, having the same interest rate, if any, and maturity
and
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<PAGE> 7
bearing interest from the same date as this Security, of any authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of U.S.$1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations set
forth therein and on the face hereof, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series of a
different authorized denomination having the same interest rate, if any, and
maturity and bearing interest from the same date as such Securities, as
requested by the holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Issuer 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 Security for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue and notwithstanding
any notation of ownership or other writing thereon, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary. All
payments made to or upon the order of such registered holder, shall, to the
extent of the sum or sums paid, effectually satisfy and discharge liability for
monies payable on this Security.
No recourse for the payment of the principal of or interest on
this Security, or for any claim based hereon or otherwise in respect hereof, and
no recourse under or upon any obligation, covenant or agreement of the Issuer in
the Indenture or in any Security, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder,
official or director, as such, past, present or future, of the Issuer or of any
successor entity, either directly or through the Issuer or any successor entity,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
All terms used in this Security and not otherwise defined
herein which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.
This Security shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflict of law
principles.
7
