0000912057-01-006573 Sample Contracts

AMENDED AND RESTATED PLEDGE AGREEMENT
Pledge Agreement • February 23rd, 2001 • Unova Inc • Special industry machinery (no metalworking machinery) • New York

AGREEMENT dated as of February 8, 2001 between UNOVA, Inc. (with its successors, the "Borrower"), the Subsidiaries listed on the signature pages hereof (together with the Borrower, the "Lien Grantors") and Morgan Guaranty Trust Company of New York, as Collateral Agent (the "Collateral Agent").

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AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 8, 2001 among UNOVA, Inc. The Banks Listed Herein and Morgan Guaranty Trust Company of New York, as Agent
Credit Agreement • February 23rd, 2001 • Unova Inc • Special industry machinery (no metalworking machinery) • New York

AGREEMENT dated as of February 8, 2001 among UNOVA, INC., the BANKS party hereto and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent.

AMENDED AND RESTATED GUARANTEE AND SECURITY AGREEMENT dated as of February 8, 2001 among UNOVA, INC., THE GUARANTORS PARTY HERETO and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Collateral Agent
Guarantee and Security Agreement • February 23rd, 2001 • Unova Inc • Special industry machinery (no metalworking machinery) • New York

AGREEMENT dated as of February 8, 2001 among UNOVA, INC., the GUARANTORS party hereto and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Collateral Agent.

AMENDMENT NO. 7 AND WAIVER
Transfer and Administration Agreement • February 23rd, 2001 • Unova Inc • Special industry machinery (no metalworking machinery) • New York

AMENDMENT NO. 7 AND WAIVER (this "Amendment and Waiver") dated as of January 31, 2001 to the TRANSFER AND ADMINISTRATION AGREEMENT, dated as of June 18, 1999 (as amended by Amendment No. 1 dated September 15, 1999, Amendment No. 2 dated as of December 15, 1999, Amendment No. 3 dated as of June 16, 2000, Amendment No. 4 and Waiver dated as of August 30, 2000, Amendment No. 5 and Waiver dated as of October 20, 2000 and Amendment No. 6 and Waiver dated as of December 4, 2000, the "Agreement"), by and among KCH FUNDING, L.L.C., a Delaware limited liability company, as transferor (in such capacity, the "Transferor"), UNOVA, INC., a Delaware corporation, as the parent of the Transferor (in such capacity, the "Parent") and as servicer (in such capacity, the "Servicer"), ENTERPRISE FUNDING CORPORATION, a Delaware corporation (the "Company"), BANK OF AMERICA N.A., a national banking association ("Bank of America"), as Lead Arranger, as agent for the Company and the Bank Investors (in such capac

AMENDMENT NO. 6 AND WAIVER
Transfer and Administration Agreement • February 23rd, 2001 • Unova Inc • Special industry machinery (no metalworking machinery) • New York

AMENDMENT NO. 6 AND WAIVER (this "Amendment and Waiver") dated as of December 4, 2000 to the TRANSFER AND ADMINISTRATION AGREEMENT, dated as of June 18, 1999 (as amended by Amendment No. 1 dated September 15, 1999, Amendment No. 2 dated as of December 15, 1999, Amendment No. 3 dated as of June 16, 2000, Amendment No. 4 and Waiver dated as of August 30, 2000 and Amendment No. 5 and Waiver dated as of October 20, 2000, the "Agreement"), by and among KCH FUNDING, L.L.C., a Delaware limited liability company, as transferor (in such capacity, the "Transferor"), UNOVA, INC., a Delaware corporation, as the parent of the Transferor (in such capacity, the "Parent") and as servicer (in such capacity, the "Servicer"), ENTERPRISE FUNDING CORPORATION, a Delaware corporation (the "Company"), BANK OF AMERICA N.A., a national banking association ("Bank of America"), as Lead Arranger, as agent for the Company and the Bank Investors (in such capacity, the "Agent"), as Administrative Agent and as Bank In

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