WOODWARD GOVERNOR COMPANY WOODWARD (U.K.) LIMITED June 5, 2009
Exhibit 2.1
XXXXXXXX GOVERNOR COMPANY
XXXXXXXX (U.K.) LIMITED
June 5, 2009
Textron Inc.
00 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Attention: Xxxxxx Xxxxxxxxxx
00 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Attention: Xxxxxx Xxxxxxxxxx
Textron Limited
c/o Textron Inc.
00 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
c/o Textron Inc.
00 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
RE: | Use of Textron Name |
Dear Xxxxxx:
Reference is made to the Purchase and Sale Agreement (the “Purchase Agreement”) dated
February 27, 2009 by and among Textron Inc., Textron Limited, Xxxxxxxx Governor Company and
Xxxxxxxx (U.K.) Limited. Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Purchase Agreement.
This letter will confirm our agreement to amend the text of the fifth sentence in Section
10.2 of the Purchase Agreement as follows:
Within one hundred eighty (180) calendar days after the Closing Date, Purchasers shall cause
the Global Business to take appropriate actions so that the name, “Textron,” is not marked
or imprinted on, or affixed to, the Global Business’ products, regardless of the method used
to xxxx or imprint such xxxx upon, or affix such xxxx to, such products; provided, however,
that if customer approval is required for such change, the Global Business may continue to
imprint the parts in this manner until such approval is obtained.
Please execute as indicated below to acknowledge your agreement and acceptance of the
foregoing.
Truly yours, XXXXXXXX GOVERNOR COMPANY |
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/s/ A. Xxxxxxxxxxx Xxxxx | ||||
A. Xxxxxxxxxxx Xxxxx, Vice President and General Counsel |
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WOODWARD (U.K.) LIMITED |
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/s/ A. Xxxxxxxxxxx Xxxxx | ||||
A. Xxxxxxxxxxx Xxxxx, Director and Secretary | ||||
Agreed and Accepted: TEXTRON, INC. |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Vice President M&A | |||
TEXTRON LIMITED |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: |