EX-99.1 2 d239586dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

October 11, 2016

First Pacific Advisors, LLC

11601 Wilshire Blvd. Suite 1200

Los Angeles, CA 90025

Ladies and Gentlemen:

This letter sets forth the amendment number two to that certain letter agreement (the “Agreement”) between Esterline Technologies Corporation (the “Company”), on the one hand, and the entities and natural persons set forth in the Exhibit A attached thereto (collectively “FPA”), on the other hand, dated as of September 16, 2016, as amended by that certain Amendment No. 1, dated as of September 27, 2016.

Amendment. Section 1 of the Agreement is hereby revised in its entirety to read:

The Company and FPA acknowledge that the parties are in discussions regarding certain matters relating to FPA’s level of ownership of shares of the Company’s outstanding common stock (the “Common Stock”), and certain other governance matters (the “Discussions”). This Agreement confirms that FPA will not purchase or acquire, directly or indirectly, any additional shares of Common Stock until the earlier of (i) 11:59 p.m. on October 17, 2016; or (ii) seventy-two (72) hours after FPA provides notice that the Discussions have terminated (the “Standstill Period”). Any such written notice should be sent to marcia.mason@esterline.com with a copy to brian.mccarthy@skadden.com.

All other terms and provisions of the Agreement remain in place.

 

Very truly yours,
Esterline Technologies Corporation
By:  

/s/ Curtis Reusser

  Name:   Curtis Reusser
  Title:   President & CEO

Dated: October 11, 2016


Confirmed and Agreed to as of October 11, 2016

 

By:  

/s/ Leora R. Weiner

  Name:   Leora R. Weiner
  Title:   Managing Director, General Counsel