EXHIBIT 4.4
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of January 15, 1998 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 ▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK, as Agent (the "AGENT").
The parties hereto agree as follows:
A. SECTION . 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.
B. SECTION . AMENDMENTS . The Credit Agreement is hereby amended as
follows:
a.
i. In the definition of "Financing Documents" in Section
1.01, by deleting the phrase "and the Subsidiary Guarantee Agreement" and by
replacing the comma with the word "and".
ii. In the definition of "Material Subsidiary" in Section
1.01, by deleting the following language "(i) any Guarantor and (ii)" and
deleting the word "other" between the words "any" and "Subsidiary" in the
second line thereof.
iii. By deleting in its entirety the definition of "Obligors"
in Section 1.01.
iv. In the first sentence of Section 4.02, by replacing the
phrase "each Obligor" with "the Borrower" and deleting the phrase "to which
it is a party".
v. By deleting the second sentence of Section 4.03.
vi. In Section 4.10, by replacing the phrase "Neither the
Borrower nor any Guarantor is" with "The Borrower is not".
vii. In Section 4.12, by deleting both instances of the phrase
"or any Guarantor" in the first sentence thereof and by replacing the phrase
"any Obligor" with "the Borrower" in the second sentence thereof.
viii. In Section 6.01:
(i) by replacing the phrases "any Obligor" and "such Obligor" with
"the Borrower" in Subsections (c) and (d) thereof;
(ii) by deleting in its entirety Subsection (l) and moving the word
"or" from the end of Subsection (k) to the end of Subsection (j);
i. (iii) by replacing each occurrence of the phrase "any Obligor"
or the phrase "the Obligors" with "the Borrower" in the proviso at the end of
Section 6.01. In Section 6.02, by replacing the phrase "an Obligor"
with "the Borrower".
ii. In Section 7.04, by replacing the phrase "any Obligor"
with "the Borrower".
iii. In item (ii) of the second sentence of Section 7.05, by
replacing the phrase "any Obligor" with "the Borrower".
iv. In the second sentence of Section 9.04, by replacing the
phrase "Each of the Borrower and the Guarantors" with "The Borrower" and
deleting the phrase "or such Guarantor, as the case may be".
v. In the second and third sentences of Section 9.08, by
replacing the phrase "Each of the Borrower and the Guarantors" with "The
Borrower".
vi. In Section 9.10, by deleting the phrase "THE GUARANTORS,".
B. SECTION . SUBSIDIARY GUARANTEE AGREEMENT . The Subsidiary
Guarantee Agreement dated as of December 31, 1997 among UNOVA, Inc., the
Guarantors referred to therein and ▇▇▇▇▇▇ Guaranty Trust Company of New York,
as Agent, is hereby terminated in its entirety and the Guarantors referred to
therein are hereby released from all obligations thereunder.
C. SECTION . 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 are true on and as of the date
hereof and (ii) no Default has occurred and is continuing on and as of the
date hereof.
D. SECTION . GOVERNING LAW . This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
E. SECTION . 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.
F. SECTION . EFFECTIVENESS . This Amendment shall become effective
as of the date hereof when the Agent shall have received from each of the
Borrower and the Banks a counterpart hereof duly signed by such party or
facsimile or other written confirmation (in form satisfactory to the Agent)
that such party has signed a counterpart hereof.
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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Treasurer
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Vice President
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
CIBC INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Managing Director, CIBC
▇▇▇▇▇▇▇▇▇▇▇ Securities Corp.,
as Agent
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
NATIONSBANK OF TEXAS, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Title: Managing Director
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
DRESDNER BANK A.G., NEW YORK BRANCH
AND GRAND CAYMAN BRANCH
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Assistant Treasurer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Assistant Vice President
THE FUJI BANK, LIMITED
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Joint General Manager
MELLON BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: First Vice President
THE NORTHERN TRUST COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Second Vice President