Exhibit
4.1


 


SECOND AMENDMENT TO CREDIT AGREEMENT


 


This Second Amendment to Credit Agreement (this “Amendment”),
dated as of March     , 2003, is made by and among various
financial institutions parties hereto (collectively, the “Lenders”),
Bank of America, N.A., as administrative and collateral agent for the Lenders
(in its capacity as administrative and collateral agent, the “Agent”),
and UNOVA, Inc., a Delaware corporation (the “Parent”), UNOVA Industrial
Automation Systems, Inc., a Delaware corporation, Intermec Technologies
Corporation, a Washington corporation, R & B Machine Tool
Company, a Michigan corporation, J.S. McNamara Company, a Michigan
corporation,  Intermec IP Corp., a
Delaware corporation, and UNOVA IP Corp., a Delaware corporation (the Parent
and each such corporation is individually hereinafter referred to as a “Borrower”
and the Parent together with all such corporations are hereinafter collectively
referred to as the “Borrowers”).


 


R
E  C  I  T  A  L  S:


 


A.            WHEREAS, the Borrowers and
M M & E, Inc., a Nevada corporation  (collectively, the “Original
Borrowers”), the Lenders, the Agent and GE Capital Commercial Finance, the
successor to Heller Financial, Inc., as syndication agent (“Syndication
Agent”) for the Lenders  executed that certain Credit Agreement
dated as of July 12, 2001 (as amended from time to time, the “Credit
Agreement”) pursuant to which the Lenders have agreed to make available to
the Borrowers a revolving line of credit for loans and letters of credit
(collectively, the “Loans”);


 


B.            WHEREAS,
the Original Borrowers, the Lenders, the Agent and Syndication Agent executed a
First Amendment to Credit Agreement dated as of March 1, 2002 (the “Credit
Agreement as amended by the First Amendment, is hereinafter referred to as the
Credit Agreement”).


 


C.            WHEREAS,
the Borrowers have requested that the Lenders and the Agent agree to amend the
Credit Agreement again in certain respects and the Lenders and the Agent have
agreed to such request in accordance with the terms hereof.


 


NOW, THEREFORE, in consideration of the premises, and
in order to induce the Lenders  and the
Agent to amend the Credit Agreement pursuant to the terms hereof, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


 


1.             Recitals.  The foregoing Recitals are accurate and are
incorporated herein and made a part hereof.


 


2.             Definitions.  Unless otherwise defined herein, all
capitalized terms and phrases used in this Amendment shall have the respective
meanings ascribed to them in the Credit Agreement.


 


3.             New Defined Term.
     The following Defined Term is hereby added to Annex
A-Defined Terms of the Credit Agreement in appropriate alphabetical order:


 

















 


““Liquidity Availability” means an amount equal
to the sum of (i) Availability (without taking into account any cash in the
Availability Deposit Account) plus (ii) cash on deposit in the
Availability Deposit Account.”


 


4.             Amendment to
Section 7.9(d).  Section 7.9(d)
of the Credit Agreement falling under the Section entitled “Mergers,
Consolidations or Sales” is hereby deleted in its entirety and the following is
hereby substituted in lieu thereof:


 


“(d)         sales
or other dispositions of assets by Borrowers that have been approved by the
Co-Agents prior to the Closing Date and which are set forth on Schedule 7.9,
provided (i) in the case of sales or other dispositions of Assets other than
Fixed Assets, no Default or Event of Default then exists and the net proceeds
received as a result of such sale are greater than net tangible book value of
the assets so sold and (ii) in the case of dispositions of Fixed Assets, (A) no
Default or Event of Default then exists, (B) Liquidity Availability immediately
prior to and after giving effect to such disposition is equal to or greater
than $60,000,000, and (C) Agent receives prior to such disposition (I) a
certification from Borrowers, including without limitation a current Borrowing
Base Certificate and a calculation of Availability and Liquidity Availability,
confirming that Borrowers are in compliance with the provisions of this Section
7.9(d)(ii) and (II) at Agent’s request, copies of documents governing such
sale or other disposition;”


 


5.             Amendment to
Section 7.9(f).  Section 7.9(f)
of the Credit Agreement falling under the Section entitled “Mergers,
Consolidations or Sales” is hereby deleted in its entirety and the following is
hereby substituted in lieu thereof:


 


“(f)          sales
or other dispositions of assets not in the ordinary course of business provided
(i) in the case of sales or other dispositions of Assets other than Fixed
Assets, (A) no Default or Event of Default then exists, (B) the net sales
proceeds received from such sale or sales exceeds net tangible book value, and
(C) the proceeds received in the aggregate from all such sales do not exceed
$10,000,000 in any Fiscal Year and do not exceed $25,000,000 during the term of
this Agreement and (ii) in the case of dispositions of Fixed Assets, (A) no
Default or Event of Default then exists, (B) Liquidity Availability immediately
prior to and after giving effect to such disposition is equal to or greater
than $60,000,000, and (C) Agent receives prior to such disposition (I) a
certification from Borrowers, including without limitation a current Borrowing
Base Certificate and a calculation of Availability and Liquidity Availability,
confirming that Borrowers are in compliance with the provisions of this Section
7.9(f)(ii) and (II) at Agent’s request, copies of documents governing such
sale or other disposition;”


 


6.             Amendment to
Section 7.14.  Section 7.14
of the Credit Agreement entitled “Prepayment” is hereby deleted in its entirety
and the following is hereby substituted thereof:


 


“Prepayment.  Neither the Parent nor any of its domestic
Subsidiaries shall voluntarily prepay any Debt, except the Obligations in
accordance with the terms of this Agreement, unless (i) no Default or Event of
Default then exists or would exist after giving effect to any such payment,
(ii) after giving effect to such prepayment, Availability is equal to or
greater than $60,000,000, (iii) such prepayment is a voluntary, permanent
prepayment of Debt other than the Debt now or hereafter evidenced by and
described in the Indenture, and (iv) Agent receives prior to such prepayment
(A) a certification from Borrowers, including without limitation a current
Borrowing Base Certificate and a calculation of Availability, confirming that
Borrowers are in 


 


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compliance with the provisions of this Section 7.14 and (B)
notice from Borrowers notifying Agent that the contemplated prepayment is a
voluntary, permanent prepayment of Debt other than the Debt now or hereafter
evidenced by and described in the Indenture. 
Notwithstanding anything to the contrary in the first sentence of this Section
7.14, the proceeds (net of closing costs, fees and expenses and an amount
equal to the tax liabilities arising as a result of any gain associated with
such sale) of the sale of any Collateral that is subject to a Lien which is not
prohibited by the terms hereof and is prior to the Agent’s Lien, shall be
applied first to repaying the Debt evidenced by such Lien.”


 


7.             Amendment to
Section 7.18.  Section 7.18
of the Credit Agreement entitled “Liens” is hereby deleted in its entirety and
the following is hereby substituted thereof:


 


“Liens.  Neither the Parent nor any of the other
Borrowers shall create, incur, assume, or permit to exist any Lien on any
property now owned or hereafter acquired by any of them, except (a) Permitted
Liens, provided that the amount of cash and cash equivalents subject to Liens
to third parties on the Closing Date relating to Liens identified in clause
(i) of the definition of “Permitted Liens” shall not exceed in the aggregate
$10,000,000 and the amount thereof after the Closing Date shall not at any time
exceed $10,000,000 in the aggregate, (b) Liens, if any, in effect as of the
Closing Date and described in Schedule 6.9 securing Debt described in Schedule
6.9 and any permitted refinancings, renewals or extensions of such Debt,
(c) Liens securing Capital Leases and purchase money Debt permitted in Section 7.13,
(d) other Liens securing liabilities in an aggregate amount not to exceed
$5,000,000 at any time, and (e) Liens on property acquired by Borrowers that is
subject to such Liens at the time of acquisition, provided the Debt secured by
such Liens constitutes Permitted Debt or such Liens are otherwise permitted
under Section 7.18(c) or 7.18(d).”


 


8.             Amendment to
Section 7.19.  Section 7.19
of the Credit Agreement entitled “Sale and Leaseback Transactions” is hereby
deleted in its entirety and the following is hereby substituted thereof:


 


“Sale and Leaseback Transactions.  Neither the Parent nor any of the other
Borrowers shall, directly or indirectly, enter into any arrangement with any
Person providing for the Parent or any other Borrower to lease or rent property
that the Parent or such other Borrower has sold or will sell or otherwise
transfer to such Person unless (a) no Default or Event of Default exists, (b)
the net tangible book value of the assets so sold is less than $15,000,000 in
the aggregate in any Fiscal Year or the transaction is listed and described on Schedule
7.19 hereto, and (c) in the case of the transactions listed on Schedule
7.19, the transaction is completed in a manner consistent with the
description on Schedule 7.19; provided, however, that none
of the Borrowers shall enter into any sale and leaseback transaction (except
Sale and Leaseback Transactions (as currently defined in the Indenture)
permitted by clauses (1) through (4) of Section 1009 of the Indenture) if the
Attributable Debt (as currently defined in the Indenture) in respect of such
sale and leaseback transaction exceeds an amount equal to (i) $125,000,000, minus
(ii) the sum of (A) the aggregate amount of Debt (as currently defined in the
Indenture) owed at such time by Parent and its domestic Subsidiaries and
secured by Restricted Collateral (other than Debt described in clause (iii)
below and Debt under the Loan Documents) plus  (B) the aggregate amount of Attributable Debt (as currently
defined in the Indenture) of Parent and its domestic Subsidiaries existing at
such time with respect to Restricted Collateral (except for Sale and Leaseback
Transactions (as currently defined in the Indenture) permitted by clauses (1)
through (4) of Section 1009 of the


 


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Indenture), minus (iii) the amount of Debt (as currently defined
in the Indenture) in respect of the Term Loans at such time after taking into
account any repayment thereof from the proceeds of such sale and leaseback
transaction (net of closing costs, fees and expenses and an amount equal to the
tax liabilities arising as a result of any gain associated with such sale and
leaseback transaction).  For avoidance
of doubt, it is understood and agreed that the provisions of this Section 7.19
are designed to restrict and control Borrowers’ rights with respect to sale and
leaseback or similar transactions, not the execution and delivery of
non-capitalized operating leases.”


 


9.             Acknowledgment
of the Borrowers.  Each Borrower
hereby acknowledges and agrees that: 
(a) such Borrower has no defense, offset or counterclaim with respect to
the payment of any sum owed to the Lenders or the Agent under the Loan
Documents, or with respect to the performance or observance of any warranty or
covenant contained in the Credit Agreement or any of the other Loan Documents;
and (b) the Lenders and the Agent have performed all obligations and duties
owed to such Borrower through the date hereof.


 


10.           Representations
and Warranties of the Borrowers.  To
induce the Lenders and the Agent to amend the Credit Agreement, each Borrower
represents and warrants to the Lenders and the Agent that:


 


(a)           Compliance
with Credit Agreement.  On the date
hereof, such Borrower is in compliance with all of the terms and provisions set
forth in the Credit Agreement (as modified by this Amendment) and no Default or
Event of Default has occurred and is continuing;


 


(b)           Representations
and Warranties.  On the date hereof
after giving effect to this Amendment, the representations and warranties set
forth in Article 6 of the Credit Agreement are true and correct with the
same effect as though such representations and warranties had been made on the
date hereof, except to the extent that such representations and warranties
expressly relate to an earlier date;


 


(c)           Corporate
Authority.  Such Borrower has full
power and authority to consummate this Amendment.  No consent or approval of stockholders or of any public authority
or regulatory body which has not been obtained is required as a condition to
the validity or enforceability of this Amendment;


 


(d)           Amendment
as Binding Agreement.  This Amendment
and the Credit Agreement (as modified by this Amendment) constitute the valid
and legally binding obligations of such Borrower fully enforceable against each
Borrower in accordance with their respective terms (subject to the effects of
bankruptcy, insolvency, reorganization, moratoriums or other similar laws
affecting the rights and remedies of creditors generally); and


 


(e)           No
Conflicting Agreements.  The
execution and performance by such Borrower of this Amendment, and the borrowing
by the Borrowers under the Credit Agreement (as modified by this Amendment),
will not (i) to the best knowledge of such Borrower, violate any provision of
law, any order of any court or other agency of government, or the Articles of
Incorporation or Bylaws of such Borrower; or (ii) violate any material
indenture, contract, agreement or other instrument to which such Borrower is a
party, or by which any of its property is bound, or be in conflict with, result
in a breach of or constitute (with due notice and or lapse of 


 


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time) a default under, any such indenture, contract, agreement or other
instrument; or (iii) result in the creation or imposition of any lien, charge
or encumbrance of any nature whatsoever upon any of the property or assets of
such Borrower, other than in favor of the Lenders and the Agent.


 


(f)            The
Term Loans have been repaid in full, all obligations owed by the Borrowers to
the Term Debt Lender have been repaid in full other than contingent obligations
which survive such repayment and the terms of the documents governing the Term
Loans and as the date hereof all Term Debt Lender’s Liens have been fully and
finally released and extinguished other than terminations, filings and
recordings that have been submitted to appropriate authorities and are
currently still being processed in connection therewith.


 


11.           Effectiveness of
this Amendment. The amendments set forth above shall become effective as of
the date of this Amendment only upon the satisfaction of the following
conditions precedent:


 


Receipt of Documents.  The Agent shall have received all of the
following, each (in the case of documents) duly executed and dated the date of
execution hereof, in form and substance satisfactory to the Agent:


 


(i)            this
Amendment duly executed by the Agent, the Borrowers and the Lenders;


 


(ii)           an
opinion of the Borrowers’ general counsel or outside counsel, or a combination
of both, in form and substance acceptable to the Agent;


 


(iii)          true,
complete and accurate copies, duly certified by an officer of the appropriate
Borrower, of all documents evidencing any necessary corporate action,
resolutions, consents and governmental approvals, if any, required for the
execution, delivery and performance of this Amendment and any related document,
instrument or agreement executed or delivered in connection therewith by such
Borrower; and


 


(iv)          such
other instruments, documents, waivers and consents as the Lenders may
reasonably request prior to the execution by the Lenders of this Amendment.


 


12.           Effect on Credit
Agreement.  Except as specifically
amended hereby, the terms and provisions of the Credit Agreement and the other
Loan Documents are in all other respects ratified and confirmed and remain in
full force and effect.  No reference to
this Amendment need be made in any notice, writing or other communication
relating to the Credit Agreement and the other Loan Documents, any such
reference to the Credit Agreement and the other Loan Documents to be deemed a
reference thereto as respectively amended by this Amendment.  All references to the Credit Agreement and
the other Loan Documents in any document, instrument or agreement executed in
connection with the Credit Agreement and the other Loan Documents shall be
deemed to refer to the Credit Agreement and the other Loan Documents as
respectively amended hereby.


 


13.           Fees and Expenses.  The Borrowers hereby agree to pay all
reasonable out-of-pocket expenses incurred by the Agent in connection with the
preparation, negotiation and consummation of this Amendment, and all other
documents related hereto, including, without limitation, the reasonable fees
and expenses of the Lenders’ counsel.


 


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14.           Successors.  This Amendment shall be binding upon and
inure to the benefit of the Borrowers, the Lenders, the Agent and their
respective successors and assigns.


 


15.           Governing Law.  This Amendment shall be construed in
accordance with and governed by the laws of the State of New York, without
regard to the conflict of laws principles thereof.


 


16.           Counterparts.  This Amendment may be executed in the
original or by telecopy in any number of counterparts, each of which shall be
deemed original and all of which taken together shall constitute one and the same
Amendment.


 


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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.


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  UNOVA, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elmer C. Hull, Jr.

  
	
   

  	
  Name:

  	
  Elmer C. Hull, Jr.

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  UNOVA INDUSTRIAL AUTOMATION

  
	
   

  	
  SYSTEMS, INC., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elmer C. Hull, Jr.

  
	
   

  	
  Name:

  	
  Elmer C. Hull, Jr.

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  INTERMEC TECHNOLOGIES

  
	
   

  	
  CORPORATION, a Washington corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elmer C. Hull, Jr.

  
	
   

  	
  Name:

  	
  Elmer C. Hull, Jr.

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  R & B MACHINE TOOL COMPANY,

  
	
   

  	
  a Michigan corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elmer C. Hull, Jr.

  
	
   

  	
  Name:

  	
  Elmer C. Hull, Jr.

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  J.S. McNAMARA COMPANY,

  
	
   

  	
  a Michigan corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elmer C. Hull, Jr.

  
	
   

  	
  Name:

  	
  Elmer C. Hull, Jr.

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  



 


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  INTERMEC IP CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elmer C. Hull, Jr.

  
	
   

  	
  Name:

  	
  Elmer C. Hull, Jr.

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  UNOVA IP CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elmer C. Hull, Jr.

  
	
   

  	
  Name:

  	
  Elmer C. Hull, Jr.

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott S. Ward

  
	
   

  	
  Name:

  	
  Scott S. Ward

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  LENDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott S. Ward

  
	
   

  	
  Name:

  	
  Scott S. Ward

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  GE CAPITAL
  COMMERCIAL FINANCE

  
	
   

  	
  Successor to

  
	
   

  	
  Heller
  Financial, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Howard C. Bailey

  
	
   

  	
  Name:

  	
  Howard C. Bailey

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  THE CIT GROUP/BUSINESS CREDIT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas H. Hopkins

  
	
   

  	
  Name:

  	
  Thomas H. Hopkins

  
	
   

  	
  Title:

  	
  Vice President

  



 


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  CONGRESS FINANCIAL

  
	
   

  	
  CORPORATION (WESTERN)

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey K. Scott

  
	
   

  	
  Name:

  	
  Jeffrey K. Scott

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  GMAC COMMERCIAL FINANCE LLC

  
	
   

  	
  Successor to

  
	
   

  	
  GMAC Business Credit, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Michael
  O’Connor

  
	
   

  	
  Name:

  	
  Michael O’Connor

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  GMAC COMMERCIAL FINANCE LLC

  
	
   

  	
  Successor to

  
	
   

  	
  GMAC Commercial Credit, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Michael
  O’Connor

  
	
   

  	
  Name:

  	
  Michael O’Connor

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sunnie M. Kim

  
	
   

  	
  Name:

  	
  Sunnie M. Kim

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  COMERICA BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elroy Peiris

  
	
   

  	
  Name:

  	
  Elroy Peiris

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  



 


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