EX-10.2



 Exhibit 10.2 

Execution Version 

WOODWARD, INC. 

AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT 

As of October 1, 2013 
 To the Noteholders
(as defined below): 
 Ladies and Gentlemen: 

Woodward, Inc. (formerly known as Woodward Governor Company) (hereinafter, together with its successors and assigns, the
“Company”) agrees with you as follows: 
  

	1.	PRELIMINARY STATEMENTS. 

  

	 	1.1.	Note Issuances, etc. 

 Pursuant to that certain Note Purchase Agreement
dated October 1, 2008 (as in effect immediately prior to giving effect to the Amendments (as defined below) provided for hereby, the “Existing Note Purchase Agreement”, and as amended by this Amendment Agreement (as defined
below) and as may be further amended, restated or otherwise modified from time to time, the “Note Purchase Agreement”) the Company issued and sold (a) One Hundred Million Dollars ($100,000,000) in aggregate principal amount of
its Series B Senior Notes due October 1, 2013 (the “Existing Series B Notes”, and the Existing Series B Notes, as amended pursuant to this Amendment Agreement and as may be further amended, restated, modified or replaced from
time to time, together with any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement, the “Series B Notes”), (b) Fifty Million Dollars ($50,000,000) in aggregate principal amount
of its Series C Senior Notes due October 1, 2015 (the “Existing Series C Notes”, and the Existing Series C Notes, as amended pursuant to this Amendment Agreement and as may be further amended, restated, modified or replaced
from time to time, together with any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement, the “Series C Notes”) and (c) One Hundred Million Dollars ($100,000,000) in aggregate
principal amount of its Series D Senior Notes due October 1, 2018 (the “Existing Series D Notes” and together with the Existing Series B Notes and the Existing Series C Notes, collectively, the “Existing
Notes”, and the Existing Series D Notes, as amended pursuant to this Amendment Agreement and as may be further amended, restated, modified or replaced from time to time, together with any such notes issued in substitution therefor pursuant
to Section 13 of the Note Purchase Agreement, the “Series D Notes”, and the Series D Notes, together with the Series B Notes and Series C Notes, collectively, the “Notes”). The register for the registration and
transfer of the Notes indicates that the parties named in Annex 1 (the “Noteholders”) to this Amendment No. 1 to Note Purchase Agreement (the “Amendment Agreement”) are currently the holders of the entire
outstanding principal amount of the Notes. 
  

	2.	DEFINED TERMS. 

 Capitalized terms used herein and not otherwise defined herein have the
meanings ascribed to them in the Existing Note Purchase Agreement. 








	3.	AMENDMENTS. 

 The Company agrees and, subject to the satisfaction of the conditions set
forth in Section 6 of this Amendment Agreement, the Required Holders agree to the amendment of certain provisions of the Existing Note Purchase Agreement as provided for by Section 4 of this Amendment Agreement (collectively, the
“Amendments”). 
  

	4.	AMENDMENTS TO THE EXISTING NOTE PURCHASE AGREEMENT. 

 The Existing Note Purchase
Agreement is hereby and shall be amended in the manner specified in Exhibit A to this Amendment Agreement. 
  

	5.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 

 To induce you to enter into this
Amendment Agreement and to consent to the Amendments, the Company represents and warrants as follows: 
 5.1. Reaffirmation of
Representations and Warranties. 
 All of the representations and warranties contained in Section 5 of the Existing Note Purchase
Agreement are correct with the same force and effect as if made by the Company on the date hereof except to the extent (a) that any of such representations and warranties relate by their terms to a prior date, (b) otherwise disclosed in
the periodic and current reports filed by the Company with the Securities and Exchange Commission since the Closing or set forth in the Offering Memorandum relating to the 2013 Note Purchase Agreement (as defined below), a copy of which has been
delivered to the Noteholders or (c) set forth on Schedule 5.1 attached hereto. 
 5.2. Organization, Power and Authority,
etc. 
 The Company has all requisite corporate power and authority to enter into and perform its obligations under this Amendment
Agreement and the Notes. 
 5.3. Legal Validity. 

The execution and delivery of this Amendment Agreement and the Notes by the Company and compliance by the Company with its obligations
hereunder and under the Note Purchase Agreement and the Notes: (a) are within the corporate powers of the Company; and (b) do not violate or result in any breach of, constitute a default under, or result in the creation of any Lien upon
any property of the Company under the provisions of: (i) its charter documents; (ii) any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to either the Company or its property; or
(iii) any agreement or instrument to which the Company is a party or by which the Company or any of its property may be bound or any statute or other rule or regulation of any Governmental Authority applicable to the Company or its property.

 Each of this Amendment Agreement and each of the Notes has been duly authorized by all necessary action on the part of the Company, has
been executed and delivered by a duly authorized officer of the Company, and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited
by applicable bankruptcy, reorganization, arrangement, insolvency, moratorium, or other similar laws affecting the enforceability of creditors’ rights generally and subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). 

  
 2 








 5.4. No Defaults. 

No event has occurred and no condition exists that: (a) would constitute a Default or an Event of Default or (b) could reasonably be
expected to have a Material Adverse Effect. 
 5.5. Disclosure. 

This Amendment Agreement and the documents, certificates or other writings delivered to the Noteholders by or on behalf of the Company in
connection therewith, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. There
is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the other documents, certificates and other writings delivered to the Noteholders by or on behalf of the
Company specifically for use in connection with the transactions contemplated by the this Amendment Agreement. 
  

	6.	EFFECTIVENESS OF AMENDMENTS. 

 The Amendments shall become effective only upon the date
of the satisfaction in full of the following conditions precedent: 
 6.1. Execution and Delivery of this Amendment Agreement. 

The Company and the Required Holders shall have executed and delivered this Amendment Agreement. 

6.2. Execution and Delivery of Guarantor Acknowledgement. 

Each Guarantor shall have executed and delivered a Guarantor Acknowledgement in the form of Exhibit B to this Amendment Agreement. 

6.3. Execution and Delivery of Replacement Notes. 

The Company shall have executed and delivered replacement Notes to any Noteholder requesting the same. 

6.4. Representations and Warranties True. 

The representations and warranties set forth in Section 5 shall be true and correct on such date in all respects. 

6.5. Authorization. 
 The
Company shall have authorized, by all necessary action, the execution, delivery and performance of all documents, agreements and certificates in connection with this Amendment Agreement. 

6.6. 2013 Note Purchase Agreement. 

Each of the Noteholders shall have received, on or before the date hereof, a fully executed copy of the Note Purchase Agreement (the
“2013 Note Purchase Agreement”), dated as of October 1, 2013, by and among the Company and the purchasers party thereto, in form and substance satisfactory to the Required Holders, and the conditions to the effectiveness
thereof, and all conditions to the obligations of the purchasers party thereto to purchase the notes to be issued thereunder shall have been satisfied or waived. 

  
 3 








 6.7. Revolving Facility. 

Each of the Noteholders shall have received, on or before the date hereof, a fully executed copy of that certain Credit Agreement, dated as of
July 10, 2013, by and among the Company, as a borrower, the foreign subsidiary borrowers from time to time parties thereto, the institutions from time to time party thereto as lenders, and Wells Fargo Bank, National Association, as
administrative agent for itself and the other lenders party thereto. 
 6.8. Amendment to 2009 Note Purchase Agreement. 

Each of the Noteholders shall have received, on or before the date hereof, a fully executed copy of the Amendment No. 1 to Note Purchase
Agreement dated as of October 1, 2013, by and among the Company and the purchasers party thereto with respect to that certain Note Purchase Agreement dated April 3, 2009, in form and substance satisfactory to the Required Holders, and the
conditions to the effectiveness thereof, and all conditions to the obligations of the purchasers party thereto to purchase the notes to be issued thereunder shall have been satisfied or waived. 

6.9. Special Counsel Fees. 

The Company shall have paid the reasonable fees and disbursements of Noteholders’ special counsel in accordance with Section 7 below.

 6.10. Proceedings Satisfactory. 

All proceedings taken in connection with this Amendment Agreement and all documents and papers relating thereto shall be satisfactory to the
Noteholders signatory hereto and their special counsel, and such Noteholders and their special counsel shall have received copies of such documents and papers as they or their special counsel may reasonably request in connection herewith. 

 

	7.	EXPENSES. 

 Whether or not the Amendments become effective, the Company will promptly
(and in any event within thirty (30) days of receiving any statement or invoice therefor) pay all reasonable fees, expenses and costs of your special counsel, Bingham McCutchen LLP, incurred in connection with the preparation, negotiation and
delivery of this Amendment Agreement, the Intercreditor Agreement and any other documents related thereto. Nothing in this Section shall limit the Company’s obligations pursuant to Section 15.1 of the Existing Note Purchase Agreement. 

 

	8.	MISCELLANEOUS. 

 8.1. Part of Existing Note Purchase Agreement; Future References,
etc. 
 This Amendment Agreement shall be construed in connection with and as a part of the Note Purchase Agreement and, except as
expressly amended by this Amendment Agreement, all terms, conditions and covenants contained in the Existing Note Purchase Agreement and the Existing Notes are hereby ratified and shall be and remain in full force and effect. Any and all notices,
requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment Agreement may refer to the Note Purchase Agreement without making specific reference to this Amendment Agreement, but nevertheless
all such references shall include this Amendment Agreement unless the context otherwise requires. 

  
 4 








 8.2. Counterparts, Facsimiles. 

This Amendment Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall
constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of an executed signature page by facsimile transmission shall be
effective as delivery of a manually signed counterpart of this Amendment Agreement. 
 8.3. Governing Law. 

THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE
STATE OF NEW YORK EXCLUDING CHOICE OF LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 

[Remainder of page intentionally left blank. Next page is signature page.] 

  
 5 








 If you are in agreement with the foregoing, please so indicate by signing the acceptance below on
the accompanying counterpart of this Amendment Agreement and returning it to the Company, whereupon it will become a binding agreement among you and the Company. 

 

			
	WOODWARD, INC.
		
	 By:
	 	 /s/ Robert F. Weber, Jr.

	 Name:
	 	 Robert F. Weber, Jr.

	 Title:
	 	 Vice Chairman, Chief Financial Officer

		 	 and Treasurer



  

  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 The foregoing Amendment Agreement is hereby accepted as of the date first above written. By its
execution below, each of the undersigned represents that it is the owner of one or more of the Notes and is authorized to enter into this Amendment Agreement in respect thereof. 

 

			
	METROPOLITAN LIFE INSURANCE COMPANY
	
	METLIFE INSURANCE COMPANY OF CONNECTICUT
		
	By:	 	Metropolitan Life Insurance Company, its Investment Manager
	
	 METLIFE INVESTORS INSURANCE COMPANY

		
	By:	 	Metropolitan Life Insurance Company, its Investment Manager
		
	By:	 	/s/ Judith A. Gulotta
	Name:	 	Judith A. Gulotta
	Title:	 	Managing Director



  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 
			
	GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
		
	By:	 	/s/ Eve Hampton
	Name:	 	Eve Hampton
	Title:	 	Vice President, Investments
		
	By:	 	/s/ Paul Runnalls
	Name:	 	Paul Runnalls
	Title:	 	Manager, Investments



  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 
			
	LONDON LIFE INSURANCE COMPANY
		
	By:	 	/s/ W. J. Sharman
	Name:	 	W. J. Sharman
	Title:	 	Authorized Signatory
		
	By:	 	/s/ D. B. E. Ayers
	Name:	 	D. B. E. Ayers
	Title:	 	Authorized Signatory



  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 
			
	THE CANADA LIFE ASSURANCE COMPANY
		
	By:	 	/s/ Eve Hampton
	Name:	 	Eve Hampton
	Title:	 	Vice President, Investments
		
	By:	 	/s/ Paul Runnalls
	Name:	 	Paul Runnalls
	Title:	 	Manager, Investments



  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 
					
	NEW YORK LIFE INSURANCE COMPANY
		
	By:	 	/s/ Loyd T. Henderson
	Name:	 	Loyd T. Henderson
	Title:	 	Managing Director
	
	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
		
	By:	 	New York Life Investment Management LLC, Its Investment Manager
			
		 	By:	 	/s/ Loyd T. Henderson
		 	Name:	 	Loyd T. Henderson
		 	Title:	 	Managing Director
	
	 NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT

(BOLI 30C)

	By:	 	New York Life Investment Management LLC, Its Investment Manager
			
		 	By:	 	/s/ Loyd T. Henderson
		 	Name:	 	Loyd T. Henderson
		 	Title:	 	Managing Director



  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 
							
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
		
	By:	 	/s/ Mitchell W. Reed
	Name:  	 	Mitchell W. Reed
	Title:	 	Vice President
	
	PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
		
	By:	 	/s/ Mitchell W. Reed
	Name:  	 	Mitchell W. Reed
	Title:	 	Vice President
	
	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
		
	By:	 	 Prudential Investment Management, Inc.,

as Investment Manager

			
		 	By: 	 	/s/ Mitchell W. Reed
		 	Name:  	 	Mitchell W. Reed
		 	Title:	 	Vice President
	
	ZURICH AMERICAN INSURANCE COMPANY
		
	By:	 	 Prudential Private Placement Investors, L.P.,

as Investment Advisor

			
		 	By:	 	 Prudential Private Placement

Investors, Inc., as its General Partner

				
		 		 	By:	 	/s/ Mitchell W. Reed
		 		 	Name:  	 	Mitchell W. Reed
		 		 	Title:	 	Vice President



  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 
					
	HARTFORD LIFE INSURANCE COMPANY
	TWIN CITY FIRE INSURANCE COMPANY
	HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
		
	By:	 	 Hartford Investment Management Company,

their Agent and Attorney-in-Fact

			
		 	By:	 	/s/ John R. Knox
		 	Name:	 	John R. Knox
		 	Title:	 	Vice President



  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 
					
	ING LIFE INSURANCE AND ANNUITY COMPANY
	ING USA ANNUITY AND LIFE INSURANCE COMPANY
	RELIASTAR LIFE INSURANCE COMPANY
		
	By:	 	ING Investment Management LLC, as Agent
			
		 	By:	 	/s/ Joshua A. Winchester
		 	Name:	 	Joshua A. Winchester
		 	Title:	 	Vice President



  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 
					
	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
	MASSMUTUAL ASIA LIMITED
	C.M. LIFE INSURANCE COMPANY
		
	By:	 	Babson Capital Management LLC
		 	as Investment Adviser
			
		 	By:	 	/s/ Thomas P. Shea
		 	Name:	 	Thomas P. Shea
		 	Title:	 	Managing Director



  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 
			
	AXA EQUITABLE LIFE INSURANCE COMPANY
		
	By:	 	 
	Name:	 	
	Title:	 	
	
	MONY LIFE INSURANCE COMPANY
		
	By:	 	 
	Name:  	 	
	Title:	 	



  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 
					
	PRINCIPAL LIFE INSURANCE COMPANY
		
	By:	 	Principal Global Investors, LLC
		 	a Delaware limited liability company,
		 	its authorized signatory
			
		 	By:	 	/s/ Adrienne L. McFarland
		 	Name:  	 	Adrienne L. McFarland
		 	Title:	 	Counsel
			
		 	By:	 	/s/ James C. Fifield
		 	Name:	 	James C. Fifield
		 	Title:	 	Assistant General Counsel



  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 
					
	AMERICAN UNITED LIFE INSURANCE COMPANY
		
	By:	 	/s/ Michael I. Bullock
	Name:	 	Michael I. Bullock
	Title:	 	VP, Private Placements
	
	THE STATE LIFE INSURANCE COMPANY
		
	By:	 	 American United Life Insurance Company,

its Agent

			
		 	By:	 	/s/ Michael I. Bullock
		 	Name:	 	Michael I. Bullock
		 	Title:	 	VP, Private Placements



  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 
			
	 PHOENIX LIFE INSURANCE COMPANY

		
	By:	 	/s/ Nelson Correa
	Name:	 	Nelson Correa
	Title:	 	Senior Managing Director, Private Placements
	
	PHL VARIABLE INSURANCE COMPANY
		
	By:	 	/s/ Nelson Correa
	Name:	 	Nelson Correa
	Title:	 	Its Duly Authorized Officer



  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 
			
	UNITED OF OMAHA LIFE INSURANCE COMPANY
		
	By:	 	/s/ Justin P. Kavan
	Name:	 	Justin P. Kavan
	Title:	 	Vice President



  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 
			
	MODERN WOODMEN OF AMERICA
		
	By:	 	 /s/ Douglas A. Pannier

	Name:	 	Douglas A. Pannier
	Title:	 	Group Head – Private Placements



  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 
					
	AMERITAS LIFE INSURANCE CORP.
	THE UNION CENTRAL LIFE INSURANCE COMPANY
		
	By:	 	Ameritas Investment Partners, as Agent
			
		 	By:	 	/s/ James Mikus
		 		 	  

		 	Name:	 	James Mikus
		 	Title:	 	President and CEO



  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 
			
	NATIONAL GUARDIAN LIFE INSURANCE COMPANY
		
	By:	 	/s/ R.A. Mucci
		 	  

	Name:	 	R.A. Mucci
	Title:	 	Senior Vice President & Treasurer



  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 
			
	THE OHIO NATIONAL LIFE INSURANCE COMPANY
		
	By:	 	/s/ Annette M. Teders
		 	  

	Name:	 	Annette M. Teders
	Title:	 	Vice President



  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 
			
	STATE FARM LIFE INSURANCE COMPANY
		
	By:	 	/s/ June Hoyer
		 	  

	Name:	 	June Hoyer
	Title:	 	Senior Investment Officer
		
	By:	 	/s/ Christiane M. Stoffer
		 	  

	Name:	 	Christiane M. Stoffer
	Title:	 	Assistant Secretary



  
 Signature Page to
Amendment No. 1 to 2008 Note Purchase Agreement 








 Annex 1 

Noteholders 
 Metropolitan Life Insurance
Company 
 MetLife Insurance Company of Connecticut 
 MetLife
Investors Insurance Company 
 Great-West Life & Annuity Insurance Company 

London Life Insurance Company 
 The Canada Life Assurance Company

 New York Life Insurance Company 
 New York Life Insurance and
Annuity Corporation 
 New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 30C) 

The Prudential Insurance Company of America 
 Pruco Life Insurance
Company of New Jersey 
 Prudential Retirement Insurance and Annuity Company 

Zurich American Insurance Company 
 Hartford Life Insurance
Company 
 Hartford Life and Annuity Insurance Company 
 Twin
City Fire Insurance Company 
 ING Life Insurance and Annuity Company 

ING USA Annuity and Life Insurance Company 
 Reliastar Life
Insurance Company 
 Massachusetts Mutual Life Insurance Company 

MassMutual Asia Limited 
 C.M. Life Insurance Company 

AXA Equitable Life Insurance Company 

  
 Annex 1-1 








 MONY Life Insurance Company 

Principal Life Insurance Company 
 American United Life Insurance
Company 
 The State Life Insurance Company 
 Phoenix Life
Insurance Company 
 PHL Variable Insurance Company 
 United of
Omaha Life Insurance Company 
 Modern Woodmen of America 

Ameritas Life Insurance Corp. 
 The Union Central Life Insurance
Company 
 National Guardian Life Insurance Company 
 The Ohio
National Life Insurance Company 
 State Farm Life Insurance Company 

  
 Annex 1-2 








 Schedule 5.1 

[Intentionally Removed] 

  
 Schedule 5.1-1 








 EXHIBIT A 

AMENDMENTS TO EXISTING NOTE PURCHASE AGREEMENT 

(a) Introductory Paragraph. The phrase “(the “Company”)” in the introductory paragraph of the Existing Note
Purchase Agreement is hereby amended and restated to read as follows: 
 “(together with any successor thereto that becomes a party
hereto pursuant to Section 10.2, the “Company”)” 
 (b) Section 10.7 – Minimum Consolidated Net
Worth. Section 10.7 of the Existing Note Purchase Agreement is hereby amended and restated to read as follows: 

“10.7 Minimum Consolidated Net Worth. 

The Company will not permit its Consolidated Net Worth at any time to be less than the sum of (a) $800,000,000 plus
(b) an aggregate amount equal to 50% of its Consolidated Net Earnings (but, in each case, only if a positive number) for each completed fiscal year beginning with the fiscal year ending September 30, 2013.” 

(c) Section 11(f) – Cross-Default. Section 11(f) of the Existing Note Purchase Agreement is hereby amended by deleting
each reference to “$25,000,000” therein and inserting “$60,000,000” in lieu thereof. 
 (d) Section 11(i) –
Judgment Defaults. Section 11(i) of the Existing Note Purchase Agreement is hereby amended by deleting the reference to “$25,000,000” therein and inserting “$60,000,000” in lieu thereof. 

(e) Section 11(j) – ERISA Defaults. Section 11(j) of the Existing Note Purchase Agreement is hereby amended by deleting
the reference to “$15,000,000” therein and inserting “$60,000,000” in lieu thereof. 
 (f) Section 22.3 –
Accounting Terms. Section 22.3 of the Existing Note Purchase Agreement is hereby amended and restated to read as follows: 

“22.3 Accounting Terms. 

(a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to
them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance
with GAAP. For purposes of determining compliance with this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company to measure any financial liability
using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 – Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and
Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. 

  
 Exhibit A-1 








 (b) If the Company notifies the holders of Notes that, in the Company’s
reasonable opinion, or if the Required Holders notify the Company that, in the Required Holders’ reasonable opinion, as a result of changes in GAAP from time to time (“Subsequent Changes”), any of the covenants contained in Sections
10.6 through 10.10, or any of the defined terms used therein no longer apply as intended such that such covenants are materially more or less restrictive to the Company than are such covenants immediately prior to giving effect to such Subsequent
Changes, the Company and the holders of Notes shall negotiate in good faith to reset or amend such covenants or defined terms so as to negate such Subsequent Changes, or to establish alternative covenants or defined terms. Until the Company and the
Required Holders so expressly agree to reset, amend or establish alternative covenants or defined terms, the covenants contained in Sections 10.6 through 10.10, together with the relevant defined terms, shall continue to apply and compliance
therewith shall be determined assuming that the Subsequent Changes shall not have occurred (“Static GAAP”). During any period that compliance with any covenants shall be determined pursuant to Static GAAP, the Company shall include
relevant reconciliations in reasonable detail between GAAP and Static GAAP with respect to the applicable covenant compliance calculations contained in each certificate of a Senior Financial Officer delivered pursuant to Section 7.2(a) during
such period.” 
 (g) Schedule B – Definition of Company. The definition of “Company” appearing in Schedule
B of the Existing Note Purchase Agreement is hereby deleted. 
 (h) Schedule B – Definitions of Material Acquisition Amount,
Static GAAP, Subsequent Changes and 2009 Note Purchase Agreement. The following definitions are hereby added to Schedule B of the Existing Note Purchase Agreement in their proper alphabetical order to read as follows: 

““Material Acquisition Amount” means an amount equal to the greater of (a) $50,000,000 and
(b) the applicable dollar threshold amount for certain permitted acquisitions necessary to increase the leverage ratio applicable to the Company as set forth in the definition of “Leverage Ratio Increase Requirements” in the Revolving
Facility or similar threshold in any other Revolving Facility.” 
 ““Static GAAP” is defined in
Section 22.3(b).” 
 ““Subsequent Changes” is defined in Section 22.3(b).” 

““2009 Note Purchase Agreement” means that certain Note Purchase Agreement, dated April 3, 2009, by
and among the Company and the purchasers listed in Schedule A attached thereto, as such agreement may be further amended, restated, supplemented, modified, refinanced, extended or replaced.” 

(i) Schedule B – Definitions of EBITDA and Major Credit Facility. The definitions of “EBITDA”, “Major Credit
Facility”, “Material Acquisition Period” and “Revolving Facility” appearing in Schedule B of the Existing Note Purchase Agreement are hereby amended and restated to read as follows: 

““EBITDA” means, for any period, on a consolidated basis for the Company and its Subsidiaries, the sum of
the amounts for such period, without duplication, of (a) Net Income, plus (b) Interest Expense to the extent deducted in computing Net Income, plus (c) charges against income for foreign, federal, state and local taxes to the extent
deducted in computing Net Income, plus (d) depreciation expense to the extent deducted in computing Net Income, plus (e) amortization expense, including, without limitation, amortization of goodwill and other intangible assets to the
extent deducted in computing Net Income, plus (f) any unusual non-cash charges to the extent deducted in computing Net Income, plus (g) non-cash stock based compensation paid during such period to the extent deducted in computing Net
Income, minus (h) any unusual non-cash gains to the extent added in computing Net Income. EBITDA shall be calculated on a pro forma basis giving effect to Material Acquisitions and Material Asset Dispositions on a four (4) fiscal quarter
basis on the assumption that any such Material Acquisition or Material Asset Disposition shall be deemed to have occurred on the first day of the fourth full fiscal quarter preceding the date of determination, using historical financial statements
containing reasonable adjustments satisfactory to the Required Holders, broken down by fiscal quarter in the Company’s reasonable judgment. As used herein, “Material Acquisition” means one or more related Acquisitions the net
consideration for which is in excess of $20,000,000 individually or in the aggregate and “Material Asset Disposition” means any Asset Disposition or series of Asset Dispositions the Fair Market Value of which is equal to or greater than
$20,000,000 individually or in the aggregate.” 

  
 Exhibit A-2 








 ““Major Credit Facility” means (a) the Revolving
Facility, (b) the Term Facility, (c) the Existing Note Purchase Agreement, (d) the 2009 Note Purchase Agreement and (e) any other credit, loan or borrowing facility or note purchase agreement by the Company or any Subsidiary
providing, in each case, for the incurrence of Senior Indebtedness in a principal amount equal to or greater than $75,000,000, in each case under clauses (a) through (e) as amended, restated, supplemented or otherwise modified and together
with increases, refinancings and replacements thereof.” 
 ““Material Acquisition Period” means
each period of four (4) consecutive fiscal quarters of the Company commencing with the fiscal quarter in which one or more of the Company and any Subsidiary has consummated (a) one or more Acquisitions of equity interests in entities that
become Subsidiaries upon such Acquisition or (b) one or more acquisitions from an entity of a business or a brand, if the consideration paid for such Acquisitions under clause (a) and/or (b) (including, without limitation,
Indebtedness of the new Subsidiary and, without duplication, any Indebtedness of such entity that is assumed by any one or more of the Company and its Subsidiaries), taken together with the aggregate consideration (including assumed Indebtedness as
aforesaid) paid for all other such Acquisitions consummated during the immediately preceding three (3) fiscal quarters of the Company, is equal to or greater than the Material Acquisition Amount; provided that a new Material Acquisition Period
may not be commenced until such time as at least two (2) complete consecutive fiscal quarters have elapsed since the expiration of the last previous Material Acquisition Period.” 

““Revolving Facility” means that certain Credit Agreement, dated as of July 10, 2013, by and among
the Company, as a borrower, the foreign subsidiary borrowers from time to time parties thereto, the institutions from time to time parties thereto as lenders, and Wells Fargo Bank, National Association, as administrative agent for itself and the
other lenders, as such agreement may be further amended, restated, supplemented, modified, refinanced, extended or replaced.” 

  
 Exhibit A-3 








 EXHIBIT B 

[FORM OF GUARANTOR ACKNOWLEDGEMENT] 

GUARANTOR ACKNOWLEDGEMENT 

Each of the undersigned hereby acknowledges and agrees to the terms of Amendment No. 1 to Note Purchase Agreement, dated as of
October 1, 2013 (the “Amendment”), amending that certain Note Purchase Agreement, dated October 1, 2008, (the “Note Purchase Agreement”), among Woodward, Inc. (formerly known as Woodward Governor Company),
a Delaware corporation, and the holders of Notes party thereto. Each of the undersigned hereby confirms that the Guaranty Agreement to which the undersigned is a party remains in full force and effect after giving effect to the Amendment and
continues to be the valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditor’s rights generally or by equitable principles including principles of commercial reasonableness, good faith and fair dealing (whether enforceability is sought by proceedings in equity or at law). 

Capitalized terms used herein but not defined are used as defined in the Note Purchase Agreement. 

Dated as of October 1, 2013 
  

	
	WOODWARD FST, INC.
	
	By:                                     
                                         
                  
	Name:
	Title:
	
	MPC PRODUCTS CORPORATION
	
	By:                                     
                                         
                  
	Name:
	Title:
	
	WOODWARD HRT, INC.
	
	By:                                     
                                         
                  
	Name:
	Title:



  
 Exhibit B-1