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EXHIBIT 4.6
AMENDMENT NO. 5 AND WAIVER
AMENDMENT No. 5 and WAIVER ("THIS AMENDMENT") dated as of October 20, 2000
relating to the Credit Agreement dated as of September 24, 1997 (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 September 30,
2000 to but not including November 14, 2000.
(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 (A) prior to October 27, 2000, $225,000,000, (B) prior to
November 3, 2000, $237,000,000, (C) prior to November 8, 2000, $245,000,000
and (D) on November 8, 2000 and thereafter, $260,000,000;
(ii) Consolidated Debt shall at no time exceed $500,000,000; 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
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arising under, any provision of the Credit Agreement except Section 5.05 and
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
November 14, 2000 and (ii) the time any condition specified in subsection (b)
ceases to be met.
SECTION 3. Certain Amendments to Credit Agreement. (a) Section 4.04(c) of
the Credit Agreement is hereby amended by replacing the reference to "September
30, 1999" with "June 30, 2000".
(b) The Pricing Schedule attached to the Credit Agreement (the "EXISTING
PRICING SCHEDULE") is deleted and replaced by the Pricing Schedule attached to
this Amendment (the "NEW PRICING SCHEDULE"). The New Pricing Schedule shall
apply to interest and fees accruing under the Credit Agreement on and after the
date hereof. The Existing Pricing Schedule shall continue to apply to interest
and fees accruing under the Credit Agreement prior to the date hereof.
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; and
(b) 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 C. Hull, Jr.
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Title: Vice President and Treasurer
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MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Robert R. Bottamedi
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Title: Vice President
BANK OF AMERICA, N.A.
By:
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Title:
THE BANK OF NEW YORK
By: /s/ Robert Besser
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Title: Vice President
THE CHASE MANHATTAN BANK
By:
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Title:
CIBC INC.
By: /s/ Carol Kizzia
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Title: Managing Director
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BANK ONE, NA
(f/k/a THE FIRST NATIONAL BANK
OF CHICAGO)
By: /s/ Stephanie Mack
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Title: Commercial Banking Officer
CREDIT SUISSE FIRST BOSTON
By: /s/ James P. Moran
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Title: Director
By: /s/ Lalita Advani
---------------------------------
Title: Assistant Vice President
DRESDNER BANK A.G., NEW YORK BRANCH
AND GRAND CAYMAN BRANCH
By: /s/ Richard Morris
---------------------------------
Title: Senior Vice President
By: /s/ Xinyue Jasmine Geffner
---------------------------------
Title: Assistant Vice President
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DEUTSCHE BANK AG NEW YORK BRANCH AND/OR
CAYMAN ISLAND BRANCH
By: /s/ Hans-Josef Thiele
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Title: Director
By: /s/ Jack Wesolek
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Title: Assistant Vice President
MELLON BANK, N.A.
By: /s/ Lawrence C. Ivey
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Title: First Vice President
THE NORTHERN TRUST COMPANY
By: /s/ David J. Mitchell
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Title: Vice President
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PRICING SCHEDULE
The "EURO-DOLLAR MARGIN", "CD MARGIN", "BASE RATE MARGIN" and "FACILITY FEE
RATE" for any day are the respective percentages set forth below in the
applicable row:
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Euro-Dollar Margin 2.500%
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CD Margin 2.625%
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Base Rate Margin 1.500%
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Facility Fee Rate 0.500%
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