Issuer Warrant Transaction Reformation Agreement between Textron Inc. and Goldman, Sachs & Co.
Textron Inc. and Goldman, Sachs & Co. have agreed to modify their previous Issuer Warrant Transaction agreement. The main change clarifies that the settlement of the transaction, as specified in Section 9(o)(i) of the original agreement, does not require approval from Textron's shareholders under New York Stock Exchange rules. The definition of "Maximum Amount" is updated to 1.45 times the number of shares. All other terms of the original agreement remain unchanged. This agreement is governed by New York law.
Exhibit 10.9
EXECUTION VERSION
Goldman, Sachs & Co.
One New York Plaza
New York, NY 10004
To: Textron Inc. | |
40 Westminster Street | |
Providence, RI 02903 | |
Attention: Chief Financial Officer | |
Telephone No.: | (401) 421-2800 |
Facsimile No.: | (401) 457-3533 |
Re: | Issuer Warrant Transaction Reformation Agreement (this Reformation Agreement) |
A/C: | 028320281 |
Ref. No.: | SDB1630442185 |
WHEREAS, Textron Inc. (the Company) and Goldman, Sachs & Co. (Bank) entered into the Issuer Warrant Transaction (the Transaction) pursuant to a letter agreement dated April 29, 2009 (the Confirmation) with the mutual understanding that the Confirmation would not require approval of the Companys shareholders under the rules of the New York Stock Exchange (the NYSE);
WHEREAS, the Companys counsel has subsequently been informed by representatives of the NYSE that approval of the Companys shareholders may be required if the Company elects to settle the Transaction pursuant to Section 9(o)(i) of the Confirmation; and
WHEREAS, the parties wish to reform the Confirmation to reflect their mutual intention and to avoid any doubt that settlement of the Transaction pursuant to Section 9(o)(i) of the Confirmation does not require approval of the Companys shareholders under the rules of the NYSE;
NOW THEREFORE, the parties agree as follows:
1. As of the Trade Date (as defined in the Confirmation), the definition of Maximum Amount in Section 9(o)(i) of the Confirmation shall be 1.45 times the Number of Shares, and all references in the Confirmation to the Maximum Amount shall be references to the Maximum Amount as so defined.
2. Except as set forth in Section 1 above, all the terms of the Transaction and provisions in the Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.
3. This Reformation Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.
4. The provisions of this Reformation Agreement shall be governed by New York law (without reference to choice of law doctrine).
Company hereby agrees (a) to check this Reformation Agreement carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Bank) correctly sets forth the terms of the agreement between Bank and Company with respect to this Reformation Agreement, by manually signing this Reformation Agreement or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No.  ###-###-####/83.
| Very truly yours, | |||
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| GOLDMAN, SACHS & CO. | ||
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| By: | /s/ Daniel W. Kopper | |
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| Authorized Signatory | ||
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| Name: Daniel W. Kopper | ||
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| Vice President | ||
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Accepted and confirmed: |
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TEXTRON INC. |
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By: | /s/ Mary F. Lovejoy |
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Authorized Signatory |
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Name: Mary F. Lovejoy |
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Date: May 4, 2009 |
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