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EXHIBIT 1
AMENDMENT NO. 6 AND WAIVER
AMENDMENT No. 6 and WAIVER ("THIS AMENDMENT") dated as of November 13,
2000 relating to the Credit Agreement dated as of September 24, 1997 (as the
same has heretofore been or may hereafter be amended from time to time, the
"CREDIT AGREEMENT") among UNOVA, INC. (the "BORROWER"), the BANKS party thereto
(the "BANKS") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the
"AGENT").
The parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Limited Waiver. (a) Subject to the conditions specified in
subsection (b), the Required Banks hereby waive compliance by the Borrower with
Section 5.05 of the Credit Agreement, and any Default arising from its failure
to comply with such Section, during the period from and including November 14,
2000 to but not including February 1, 2001.
(b) The waiver granted pursuant to subsection (a) is subject to the
conditions that, and the Borrower hereby agrees that, so long as such waiver
remains in effect:
(i) the aggregate outstanding principal amount of the Loans
shall at no time exceed $245,000,000;
(ii) Consolidated Debt shall at no time exceed $485,000,000;
and
(iii) it shall not make any payment in respect of any Debt
with the proceeds of the Loans.
(c) The waiver granted pursuant to subsection (a) shall be limited
precisely as written, shall not constitute a waiver of compliance with, or a
Default arising under, any provision of the Credit Agreement except Section 5.05
and
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shall not constitute a waiver of compliance with, or of a Default under, Section
5.05 at any time after such waiver ceases to be effective. Such waiver shall
cease to be effective at the earlier of (i) 12:01 A.M. (New York City time) on
February 1, 2001 and (ii) the time any condition specified in subsection (b)
ceases to be met.
SECTION 3. Certain Amendments to Credit Agreement. (a) Section
5.08 of the Credit Agreement is amended by inserting the following new
subsection (a) and relettering the succeeding subsections:
"(a) Liens created by the collateral documents set
forth on Schedule II hereto;"
(b) Section 5.07 of the Credit Agreement is amended by
inserting the following new clause (i) after the words "exclusive of"
in the parenthetical provision and relettering the succeeding clauses:
"(i) Debt created by the collateral documents set
forth on Schedule II hereto;"
(c) The Credit Agreement is amended by adding the Collateral Schedule
attached to this Amendment as Schedule II to the Credit Agreement.
SECTION 4. Representations of Borrower. The Borrower
represents and warrants that (i) the representations and warranties of
the Borrower set forth in Article 4 of the Credit Agreement will be
true on and as of the Amendment Effective Date and (ii) no Default will
have occurred and be continuing on such date.
SECTION 5. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.
SECTION 6. Counterparts. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument.
SECTION 7. Effectiveness. This Amendment shall become
effective as of the date hereof on the date when the following
conditions are met (the "AMENDMENT EFFECTIVE DATE"):
(a) the Agent shall have received from each of the Borrower
and Banks comprising the Required Banks a counterpart hereof signed by
such party or facsimile or other written confirmation (in form
satisfactory to the Agent) that such party has signed a counterpart
hereof;
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(b) the Agent shall have received duly executed counterparts
of each document set forth in the Collateral Schedule attached hereto,
together with evidence reasonably satisfactory to it of the perfection
of the Liens created thereby (or arrangements therefor);
(c) the Agent shall have received evidence satisfactory to it
of the payment by the Borrower of all fees and expenses owed to E&Y
Capital Advisors LLC for services rendered to the Borrower at the
request of the Agent for the period from October 18, 2000 to the date
hereof;
(d) the Agent shall have received payment of all fees and
expenses payable by the Borrower in connection with this Amendment
pursuant to Section 9.03(a) of the Credit Agreement or otherwise; and
(e) the Agent shall have received an amendment fee for the
account of each Bank from which the Agent shall have received a signed
counterpart hereof (or satisfactory confirmation of its signing a
counterpart hereof) not later than the date of satisfaction of the
condition in clause (a) in an amount equal to 0.125% of such Bank's
Commitment.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
UNOVA, INC.
By: /s/ Elmer G. Hull, Jr.
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Title: Vice President and Treasurer
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MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Joseph F. Murphy
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Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ Dan Farren
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Title: Vice President
THE BANK OF NEW YORK
By: /s/ Robert Besser
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Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ William P. Rindfuss
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Title: Vice President
CIBC INC.
By: /s/Dominic Sorresso
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Title: Executive Director
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Stephen C. Price
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Title: First Vice President
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CREDIT SUISSE FIRST BOSTON
By: /s/ Robert N. Finney
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Title: Managing Director
By: /s/ William S. Lutkins
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Title: Vice President
DRESDNER BANK A.G., NEW YORK
BRANCH AND GRAND CAYMAN BRANCH
By: /s/ Richard Morris
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Title: Senior Vice President
By: /s/ Xinyue Jasmine Geffner
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Title: Assistant Vice President
DEUTSCHE BANK AG NEW YORK BRANCH
AND/OR CAYMAN ISLAND BRANCH
By: /s/ Hans-Josef Thiele
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Title: Director
By: /s/ Kirsten Kunz
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Title: Vice President
MELLON BANK, N.A.
By: /s/ Andrew T. Kim
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Title: Assistant Vice President
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THE NORTHERN TRUST COMPANY
By: /s/ David J. Mitchell
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Title: Vice President
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COLLATERAL SCHEDULE
1. Guarantee and Security Agreement dated as of November 13, 2000 among
UNOVA, Inc., the Guarantors party thereto and Morgan Guaranty Trust
Company of New York, as Collateral Agent.
2. Pledge Agreement dated as of November 13, 2000 between UNOVA, Inc. and
Morgan Guaranty Trust Company of New York, as Collateral Agent.
