Exhibit 4.7
(CONFORMED COPY)
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT dated as of May 15, 1998 to the Credit Agreement dated as of
September 24, 1997 (as heretofore amended, 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:
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. AMENDMENTS. (a) The definition of "Leverage Ratio" in
Section 1.01 of the Credit Agreement is hereby amended by the addition of the
following proviso:
PROVIDED that if there shall have been an acquisition or
disposition of operations during such period. Consolidated EBITDA shall
be calculated on a pro forma basis giving effect thereto as if such
acquisition or disposition had occurred on the first day of such period.
(b) The following new definition is hereby added to Section 1.01 of the
Credit Agreement:
"Foreign Debt" means Debt incurred by a Subsidiary organized under
the laws of a jurisdiction outside the United States (or incurred
through a branch or office outside the United States of a Subsidiary
organized under the laws of a jurisdiction within the United States)
which Debt is incurred with a view to obtaining financial or tax
benefits associated with the foreign operations of such Subsidiary
(including without limitation currency hedging).
(c) Section 5.07 of the Credit Agreement is hereby amended to read in
its entirety as follows:
SECTION 5.07. LIMITATION ON SUBSIDIARY DEBT. The aggregate
outstanding principal amount of Debt of the Subsidiaries of the Borrower
(exclusive of (i) Debt owing to the Borrower or another Subsidiary and
(ii) Foreign Debt) shall at no time exceed 15% of Consolidated Net
Assets.
SECTION 3. 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.
SECTION 4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. 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 6. EFFECTIVENESS. This Amendment shall become effective as of
the date hereof when the Agent shall have received from each of the Borrower
and Banks comprising the Required 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.
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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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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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: Managing Director
CIBC INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Managing Director
CIBC ▇▇▇▇▇▇▇▇▇▇▇ Corp.,
as Agent
THE FIRST NATIONAL BANK
OF CHICAGO
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Title: First 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 Vice President
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: Senior Vice President
THE NORTHERN TRUST COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Second Vice President
