Exhibit
4.6


 


TEXTRON INC.


 


OFFICERS’
CERTIFICATE

Pursuant to Section 3.1 of the Indenture


 


Textron Inc., a Delaware corporation (“Textron”),
hereby certifies, through its Vice President and Treasurer, Mary F. Lovejoy,
and its Assistant Secretary, Ann T. Willaman, pursuant to Section 3.1 of the
Indenture dated as of September 10, 1999, between Textron and The Bank of New
York Trust Company, N.A. (successor trustee to The Bank of New York), as
Trustee (the “Indenture”), as follows:


 


1.             Pursuant to authority delegated
by Textron’s Board of Directors on February 25, 2004 and October 24, 2007 to
the Vice President and Treasurer of Textron and the written action of Mary F.
Lovejoy, Vice President and Treasurer of Textron, dated November 29, 2007,
Textron has created a series of senior debt securities of Textron, designated
as the 5.60% Notes due December 1, 2017 (the “Notes”), to be issued under the
Indenture, and authorized the sale of up to $350,000,000 aggregate principal
amount of the Notes.


 


2.             The terms of the Notes as
authorized and determined by written action of Mary F. Lovejoy, Vice President
and Treasurer of Textron, dated November 29, 2007, are as follows:


 


(a)           The title of the Notes shall be 5.60% Notes due December 1,
2017 (CUSIP: 883203BL4).


 


(b)           The Notes shall be issued under the Indenture.


 


(c)           The principal of the Notes shall be payable on December 1,
2017 (“Maturity”) in United States dollars.


 


(d)           The Notes shall bear interest at an annual rate of 5.60%
from December 4, 2007, payable semiannually in arrears on June 1 and December 1
of each year (the “Interest Payment Dates”), commencing June 1, 2008 until the
principal of the Notes is paid or made available for payment. Interest on the
Notes shall accrue from December 4, 2007. The interest so payable shall be paid
to the persons in whose name the Notes are registered at the close of business
on May 15 or November 15 (whether or not a Business Day (as defined in the
Indenture)) next preceding such June 1 or November l, respectively (the “Regular
Record Dates”). Principal and interest shall be paid in United States dollars.


 


(e)           The Notes shall be issued in denominations of $2,000 and
integral multiples of $1,000 in excess thereof in United States dollars.


 


(f)            Payment of the principal of and
interest on the Notes shall be made at the principal corporate trust office of
the Trustee in the Borough of Manhattan, The City of New York, New York,
presently located at 101


 

















 


Barclay St., New York, New York 10286;
provided that, at the option of Textron, payment of interest may be made by
check mailed to the address of the person entitled thereto as such address
shall appear in the register for the Notes.


 


(g)           The Notes shall be redeemable, at the option of Textron, in
whole or in part on any date prior to Maturity (the “Redemption Date”) at the
Redemption Price (as defined herein), plus accrued and unpaid interest on such
Notes up to, but not including, the Redemption Date. For all purposes hereof:


 


“Adjusted
Treasury Rate” means, with respect to the redemption of Notes on a Redemption
Date, the annual rate equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.


 


“Comparable
Treasury Issue” means, with respect to the redemption of Notes on a Redemption
Date, the United States Treasury security selected by the Quotation Agent as
having a maturity comparable to the remaining term of the Notes to be redeemed
that would be used, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Notes.


 


“Comparable
Treasury Price” means, with respect to the redemption of Notes on a Redemption
Date:


 


(a)           the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations or


 


(b)           if the
Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the
average of all such Reference Treasury Dealer Quotations.


 


“Primary
Treasury Dealer” means a primary U.S. Government securities dealer in New York
City.


 


“Quotation
Agent” means the Reference Treasury Dealer appointed by Textron.


 


“Redemption
Price” means the greater of: (a) 100% of the principal amount of Notes to be
redeemed and (b) as determined by the Quotation Agent, the sum of the present
values of the remaining scheduled payments of principal of such Notes and
interest on such Notes that would be due on or after the Redemption Date but
for such redemption (not including any


 


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portion
of such interest payments accrued as of the Redemption Date) discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points.


 


“Reference
Treasury Dealer” means each of (a) Banc of America Securities LLC, Citigroup
Global Markets Inc. and Goldman, Sachs & Co. and their successors; provided, however,  that if any of the foregoing ceases to be a Primary
Treasury Dealer, Textron shall substitute another Primary Treasury Dealer and
(b) any other Primary Treasury Dealers selected by Textron.


 


“Reference Treasury Dealer Quotations” means,
with respect to each Reference Treasury Dealer and the redemption of Notes on a
Redemption Date, the average, as determined by Textron, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) which such Reference Treasury Dealer quotes
in writing to the Trustee at 5:00 p.m., New York City time, on the third Business
Day before such Redemption Date.


 


(h)           The notice of redemption of the Notes may summarize the
method by which the Redemption Price will be determined rather than state the
actual dollar amount.


 


(i)            Upon the occurrence of a Change
of Control Triggering Event (as defined herein), unless Textron has exercised
its right to redeem the Notes pursuant to paragraph (g) hereof, each Holder of
Notes will have the right to require Textron to repurchase all or any part
(equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such
Holder’s Notes as provided herein (the “Change of Control Offer”) at a purchase
price equal to 101% of the aggregate principal amount of such Notes plus
accrued and unpaid interest, if any, on such Notes to the date of purchase (the
“Change of Control Payment”).


 


Within 30 days following any Change of Control
Triggering Event, Textron shall send, by first class mail, a notice to each
Holder of Notes, with a written copy to the Trustee, which notice shall govern
the terms of the Change of Control Offer. Such notice shall state:


 


(i)        a
description of the transaction or transactions that constitute such Change of
Control Triggering Event;


 


(ii)       that the
Change of Control Offer is being made pursuant to this paragraph (i) and that
all Notes validly tendered will be accepted for payment;


 


(iii)      the Change
of Control Payment and the Change of Control Payment Date, which shall be a
Business Day that is no earlier


 


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than 30 days nor later than 60 days from the date such notice
is mailed, other than as may be required by law;


 


(iv)      that any
Note not tendered will continue to accrue interest;


 


(v)       that any
Note accepted for payment pursuant to the Change of Control Offer shall cease
to accrue interest on and after the Change of Control Payment Date unless
Textron shall default in the Change of Control Payment and the only remaining
right of the Holder thereof is to receive the Change of Control Payment upon
surrender of such Note to the Paying Agent;


 


(vi)      that
Holders of the Notes electing to have a portion of a Note purchased pursuant to
the Change of Control Offer may only elect to have such Note purchased in a
principal amount of $2,000 or integral multiples of $1,000 in excess thereof;


 


(vii)     that if a
Holder if Notes elects to have such Notes purchased pursuant to the Change of
Control Offer it will be required to surrender such Notes, with the form
entitled “Option of Holder to Elect Purchase” on the reverse of such Notes
completed, or transfer by book-entry transfer, to the Paying Agent at the
address specified in the notice prior to the close of business on the third
Business Day prior to the Change of Control Payment Date;


 


(viii)   that a Holder of Notes will be entitled to withdraw its
election if Textron receives, not later than the third Business Day preceding
the Change of Control Payment Date, a telegram, telex, facsimile transmission
or letter setting forth the name of such Holder, the principal amount of Notes
such Holder delivered for purchase, and a statement that such Holder is
withdrawing its election to have such Notes purchased; and


 


(ix)     that if Notes are purchased only in part a new Note of the
same type will be issued in a principal amount equal to the unpurchased portion
of the Notes surrendered.


 


On the Change of Control Payment Date, Textron shall,
to the extent lawful, (i) accept for payment all Notes or portions thereof
properly tendered pursuant to the Change of Control Offer, (ii) deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions thereof properly tendered and
(iii) deliver or cause to be delivered to the Trustee for cancellation the
Notes properly accepted together with an Officers’ Certificate stating the aggregate
principal amount of Notes or portions thereof being purchased by Textron. The
Paying Agent shall promptly mail to each Holder of Notes properly


 


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tendered the Change of Control Payment for such Notes,
and the Trustee, upon receipt of an order from Textron, shall promptly
authenticate and mail (or cause to be transferred by book entry) to such Holder
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered by such Holder, if any, in denominations as set forth in the
Indenture.


 


Textron shall comply with the requirements of
Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws and regulations are applicable
in connection with the repurchase of Notes as a result of a Change of Control
Triggering Event. To the extent that the provisions of any securities laws or
regulations conflict with this paragraph (i), Textron will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under this paragraph (i) by virtue of such conflicts.


 


For all purposes hereof:


 


“Below
Investment Grade Rating Event  “
means the ratings on the Notes are lowered by each of the Rating Agencies and
the Notes are rated below an Investment Grade Rating by each of the Rating
Agencies on any date from the date of the public notice of an arrangement that
could result in a Change of Control until the end of the 60-day period
following public notice of the occurrence of the Change of Control (which
60-day period shall be extended so long as the rating of the Notes is under
publicly announced consideration for possible downgrade by any of the Rating
Agencies); provided that a Below Investment Grade Rating Event otherwise
arising by virtue of a particular reduction in rating shall not be deemed to
have occurred in respect of a particular Change of Control (and thus shall not
be deemed a Below Investment Grade Rating Event for purposes of the definition
of Change of Control Triggering Event hereunder) if the Rating Agencies making
the reduction in rating to which this definition would otherwise apply do not
announce or publicly confirm or inform the Trustee or Textron in writing at the
Trustee’s or Textron’s request that the reduction was the result, in whole or
in part, of any event or circumstance comprised of or arising as a result of,
or in respect of, the applicable Change of Control (whether or not the
applicable Change of Control shall have occurred at the time of the Below
Investment Grade Rating Event).


 


“Capital
Stock” of any Person means any and all shares, interests, rights to
purchase, warrants, options, participation or other equivalents of or interests
in (however designated) equity of such Person, including any preferred stock
and limited liability or partnership interests (whether general or limited),
but excluding any debt securities convertible into such equity.


 


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“Change of
Control” means the occurrence of any of the following:


 


(a)  the direct or indirect sale, transfer,
conveyance or other disposition (other than by way of merger or consolidation),
in one or a series of related transactions, of all or substantially all of
Textron’s properties or assets and of Textron’s subsidiaries’ properties or
assets taken as a whole to any Person or group of related “persons” (as that
term is used in Section 13(d)(3) of the Exchange Act) (a “Group”) other than
Textron or one of Textron’s subsidiaries;


 


(b)  the adoption of a plan relating to
liquidation or dissolution of Textron;


 


(c)  the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of
which is that any Person or Group becomes the beneficial owner, directly or
indirectly, of more than 50% of the then outstanding number of shares of
Textron’s Voting Stock; or


 


(d)  the first day on which a majority of the
members of Textron’s Board of Directors are not Continuing Directors.


 


Notwithstanding the foregoing, a transaction will not
be considered to be a Change of Control if (1) Textron becomes a direct or
indirect wholly owned subsidiary of a holding company and (2) immediately
following that transaction, (A) the direct or indirect holders of the Voting
Stock of the holding company are substantially the same as the holders of
Textron’s Voting Stock immediately prior to that transaction or (B) no Person
or Group is the beneficial owner, directly or indirectly, of more than 50% of
the Voting Stock of the holding company.


 


“Change of
Control Triggering Event” means the occurrence of both a Change of
Control and a Below Investment Grade Rating Event.


 


“Continuing
Director” means, as of any date of determination, any member of Textron’s
Board of Directors who (1) was a member of Textron’s Board of Directors on the
date of the issuance of the Notes or (2) was nominated for election, elected or
appointed to Textron’s Board of Directors with the approval of a majority of
the Continuing Directors who were members of Textron’s Board of Directors at
the time of such nomination, election or appointment (either by a specific vote
or by approval of Textron’s proxy statement in which such member was named as a
nominee for election as a director).


 


“Fitch”
means Fitch Ratings or its successor.


 


“Investment
Grade Rating” means a rating equal to or higher than BBB- (or the
equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and


 


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BBB- (or the equivalent) by S&P.


 


“Moody’s”
means Moody’s Investors Service, Inc. or its successor.


 


“Person”
means any individual, corporation, partnership, joint venture, association,
joint stock company, trust, unincorporated organization, limited liability
company, government or any agency or political subdivision thereof or any other
entity, and includes a “person” as used in Section 13(d)(3) of the Exchange
Act.


 


“Rating
Agencies” means (1) each of Fitch, Moody’s and S&P and (2) if any of
Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of
the Notes publicly available for reasons outside of Textron’s control, a “nationally
recognized statistical rating organization” within the meaning of Rule
15c3-1(c)(2)(vi)(F) under the Exchange Act selected by Textron (as certified by
a resolution of Textron’s Board of Directors) as a replacement agency for
Fitch, Moody’s or S&P, or all of them, as the case may be.


 


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc. or its successor.


 


“Voting Stock” of a Person means all
classes of Capital Stock of such Person then outstanding and normally entitled
to vote in the election of directors, managers or trustees, as applicable.


 


(j)            The Notes shall not be subject
to any optional or mandatory sinking fund.


 


(k)           The Notes shall be issued only in registered form without
coupons.


 


(l)            The Notes shall be issuable in
definitive form as prescribed by the Indenture.


 


(m)          The Notes shall be represented by one or more Global
Securities (as defined in the Indenture) in the form attached as Exhibit A.


 


(n)           Textron will not pay additional amounts on the Notes held by
a Person (as defined in the Indenture) who is not a United States Person in
respect of any tax, assessment or governmental charge withheld or deducted.


 


(o)           Without notice to or consent of any Holder of Notes, Textron
may, from time to time and at any time, issue and sell additional Notes of the
same series and with the same terms and conditions as set forth above (or the
same terms and conditions except for the payment of interest accruing prior to
the issue date of the additional Notes or except for the first payment of
interest following the issue date of the additional Notes).


 


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(p)           The Trustee shall be the registrar and transfer agent for
the Notes and the paying agent of Textron for the payment of principal of and
interest on the Notes; the Trustee shall select an Authenticating Agent (as
defined in the Indenture); and the register for the Notes shall be kept, and
notices and demands to or upon Textron in respect of the Notes and the
Indenture may be served, at the principal corporate trust office of the Trustee
in the Borough of Manhattan, The City of New York, New York.


 


Terms capitalized herein and not otherwise defined
shall have the meanings assigned to them in the Indenture.


 


IN WITNESS WHEREOF, Textron Inc., through the
undersigned officers, signed this certificate and affixed the corporate seal of
Textron Inc.


 


Dated:  December 4, 2007


 


	
   

  	
  TEXTRON INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Mary F.
  Lovejoy

  	
   

  
	
   

  	
  Name:

  	
  Mary F. Lovejoy

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Ann T.
  Willaman

  	
   

  
	
   

  	
  Name:

  	
  Ann T. Willaman

  
	
   

  	
  Title:

  	
  Assistant Secretary

  
				



 


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