Exhibit 4.2


 


FIRST
AMENDMENT TO

PURCHASE AND SALE AGREEMENT


 


This First Amendment to Purchase and Sale Agreement
(“First Amendment”) is made
and entered into as of April 1, 2005, by and among UNOVA, Inc., a Delaware
corporation; UNOVA Industrial Automation Systems, Inc., a Delaware corporation;
UNOVA U.K. Limited, a company registered in England under Registration Number
1218921; Cincinnati Machine U.K. Limited, a company registered in England under
Registration Number 3256777; Honsberg Lamb Sonderwerkzeugmaschinen GmbH, a
German limited liability company; Intermec Technologies Canada Ltd. (resulting
from an amalgamation with UNOVA Canada, Inc.), a Canadian corporation; UNOVA IP
Corp., a Delaware corporation; R&B Plastics Holdings, Inc., a Delaware corporation;
and MAG Industrial Automation Systems, LLC, a Delaware limited liability
company.


 


RECITALS


 


A.            On
or about March 17, 2005, the parties listed in the Preamble to this First
Amendment entered into a Purchase and Sale Agreement (the “Purchase
Agreement”).


 


B.            The
purpose of this First Amendment is to set forth the terms and conditions upon
which the parties will modify the terms of the Purchase Agreement.


 


NOW, THEREFORE, in consideration of the mutual
covenants and conditions set forth herein, the parties agree as follows:


 


1.             AMENDMENT;
DEFINITIONS


 


1.1          Amendment


 


The Purchase Agreement is amended as set forth
herein.  Except as specifically provided
for in this First Amendment, all of the terms and conditions of the Purchase
Agreement and each of the other documents related to the Purchase Agreement
shall remain in full force and effect. 
Hereinafter, any reference to the Purchase Agreement shall mean the
Purchase Agreement, as amended hereby.


 


1.2          Definitions


 


Capitalized terms shall have the meanings given to
them in the Purchase Agreement, except as otherwise defined in this First
Amendment or as the context otherwise requires.


 


2.             AMENDMENTS
TO PURCHASE AGREEMENT


 


2.1          Amendment to Section 1.1(x)


 


Section 1.1(x) of the Purchase Agreement is hereby
deleted in its entirety and replaced with the following:


 





















 


“(x)          Those bank accounts listed in Schedule 3.21(b)(ii), as well as utility and similar deposits;”


 


2.2          Amendment of Section 1.2(n)


 


Section 1.2(n) is hereby deleted in its entirety and
replaced with the following:


 


(n)           All right to any proceeds in the Alenia
judgment.


 


2.3          Amendment of Section 1.7(n)


 


Section 1.7(n) is hereby deleted in its entirety and
replaced with the following:


 


(n)           Any debt, liability or obligation (x) for
employees who are not Continuing Employees, except as provided in Section
1.6(k), 1.6(1), 5.11 and 8.4(e) and (y) as otherwise provided for in Schedule
8.4(g).


 


2.4          Amendment to Section 3.21(b)


 


Section 3.21(b) of the Purchase Agreement is hereby
deleted in its entirety and replaced with the following:


 


“(b)         Bank Accounts


 


Set forth on Schedule 3.21(b)
is a list of (i) the names and locations of all banks or similar financial
institutions in which any of the Transferred Subsidiaries in respect of the
Business maintains an account, the account numbers and the names of all persons
authorized to sign checks, drafts or other instruments drawn thereon; and
(ii) the names and locations of all banks or similar financial
institutions in which any of the Selling Entities in respect of the Business
maintains an account which is the subject of Schedule F to the Transitional
Services Agreement attached hereto as Exhibit C-2, the account numbers and
the names of all persons authorized to sign checks, drafts or other instruments
drawn thereon.”


 


2.5          Amendment to Section 6.3


 


Section 6.3 of the Purchase Agreement is hereby
deleted in its entirety and replaced with the following:


 


“6.3        No
Material Adverse Change; Net Working Assets


 


There shall have been no material adverse change in
the operations of the Business, taken as a whole.  The net working assets of the Selling
Entities at the Transfer Date shall not be less than $130,500,000.”


 


2





















 


2.6          Amendment to Exhibits C-1 and
C-2


 


Exhibit C-1 and Exhibit C-2 to the
Purchase Agreement are each hereby deleted in their entirety and replaced by
Exhibit C-1 and Exhibit C-2, respectively, in the form attached to
this First Amendment.


 


2.7          Amendment to Section 7.8


 


Section 7.8 of the Purchase Agreement is hereby
deleted in its entirety and replaced with the following:


 


“7.8        Performance Bonds


 


Purchaser and the other Purchasing Entities shall
have provided backup letters of credit acceptable to UNOVA (“Backup L/Cs”) in
the aggregate amount of $8,894,600 as shown on columns AC and AF (the “Required
Performance Bond Amount”) with respect to the performance bonds (the “Performance
Bonds”) set forth on Schedule 7.8 attached hereto.”


 


2.8          Amendment to Section 8.4(e)(ii)


 


Section 8.4(e)(ii) of the
Purchase Agreement is hereby amended to add the following sentence at the end
thereof:  “Purchaser agrees to pay
severance under the Lamb U.K. Restructure Plan in accordance with the past
practices of UNOVA U.K.”


 


2.9          Addition of Sections 8.4(g) and
8.4(h)


 


Section 8.4 of the Purchase Agreement is hereby
amended by attaching Schedule 8.4(g)
in the form attached to this First Amendment and adding the following as
Sections 8.4(g) and 8.4(h):


 


“(g)         Certain
Agreements Regarding Personnel in the U.K., Canada, Germany and the U.S.


 


From and after the date of the First Amendment to
this Agreement, each of the Parties shall use its reasonable best efforts to
take, or cause to be taken, the actions set forth with respect to such party in
Schedule 8.4(g) to the Purchase
Agreement.


 


(h)           Certain
Agreements Regarding UNOVA Canada Plan


 


(i)            UNOVA
Canada Plan


 


Purchaser or a Purchasing Entity wishes to assume
the defined contribution pension plan known as the Registered Pension Plan for
Employees of Cincinnati Lamb (Windsor Operations), a Division of UNOVA Canada
Inc. (the “Unova Canada Plan”).


 


3





















 


(ii)           Treatment
of Certain Employees Under UNOVA Canada Plan


 


Effective as of the Transfer Date, the Employees who
are not Transferring Employees and are not Continuing Employees who,
immediately prior to the Transfer Date, participate in the Unova Canada Plan
shall cease to accrue benefits under the Unova Canada Plan.


 


(iii)         Assignment
of Rights, Obligations and Liabilities With Respect to UNOVA Canada Plan


 


Effective as of the Transfer Date, the applicable
Selling Entity shall assign and transfer to the Purchaser or applicable
Purchasing Entity, and the Purchaser or Purchasing Entity shall assume, the
Selling Entity’s rights, obligations and liabilities with respect to the Unova
Canada Plan and its related funding medium (the “Fund”).  Effective as of the Transfer Date, the
Purchaser or a Purchasing Entity shall accept such assignment and transfer, and
shall assume all obligations, liabilities, duties and responsibilities required
of it as the successor sponsor and administrator of the Unova Canada Plan and
the Fund pursuant to the terms thereof and all applicable Law.  The Selling Entity and the Purchaser or Purchasing
Entity each agree to do all things necessary to effect the assignment and
transfer of sponsorship of the Unova Canada Plan from the Selling Entity to the
Purchaser or a Purchasing Entity. 
Without limiting the generality of the foregoing, the Selling Entity
agrees to cause to be filed with the applicable Governmental Bodies, as soon as
practicable following the Transfer Date, such documentation as may be required
by applicable Law or under the terms of the Unova Canada Plan and the Fund with
respect to such transfer and assumption of sponsorship of the Unova Canada Plan
and the Fund as provided for hereunder. 
The Purchaser or a Purchasing Entity shall, at its own expense, do all
things required of it under applicable Law to establish that it is a successor
sponsor to the Selling Entity under the terms of the Unova Canada Plan as
provided hereunder and, without limiting the generality of the foregoing, the
Purchaser or a Purchasing Entity agrees to prepare, as soon as practicable
following the Transfer Date, all such material as may be required to establish
the Purchaser or a Purchasing Entity as the sponsor and administrator of the
Unova Canada Plan and to transfer to the Purchaser or a Purchasing Entity all
of the Selling Entity’s rights, title and interest in and to any and all assets
held in connection with the Unova Canada Plan and all contracts or arrangements
related thereto.


 


2.10        Amendment to Section 8.10


 


Section 8.10 of the Purchase Agreement is
hereby deleted in its entirety and replaced with the following:


 


“The Purchasing Entities shall effect the
substitution of its credit and/or the credit of the Cincinnati Lamb Group under
the Performance Bonds and have the Selling Entities released from liability
under such Performance Bonds within one year following the Transfer Date.  Pending such substitution, Purchaser shall
reimburse the Selling Entities for all costs incurred by Selling Entities in
maintaining the Performance Bonds and shall pay such amounts promptly upon
receipt of an invoice therefor.  In the
event that the beneficiary of any of the Performance Bonds shall draw on the
Performance Bonds for any reason, the applicable Selling Entities shall


 


4





















 


be entitled to immediate reimbursement from
Purchaser for the amount so drawn plus all associated costs incurred by the
Selling Entities.  The Selling Entities
shall be entitled to draw on the Backup L/C in connection with such
reimbursement, and if the Backup L/C is insufficient to reimburse the Selling
Entities, Purchaser shall immediately pay to the Selling Entities the amount of
any such shortfall in cash.  Schedule 7.8
shall be updated monthly by the Parties and to the extent the Required
Performance Bond Amount is reduced, Purchaser shall be entitled to a
corresponding reduction in the amount of the Backup L/C and the Required
Performance Bond Amount shall also be so reduced.”


 


2.11        Addition of Section 8.18


 


A new Section 8.18 is added to the Purchase
Agreement to read as follows:


 


“8.18


 


The Parties undertake to arrange for the execution
of the security documents providing for the second priority security interest
over the German assets pursuant to Section 1.5(b)(ii)
within 30 days following the Transfer Date.”


 


2.12        Amendment to Sections 11.1(a)
and 11.1(b)


 


Sections 11.2(a) and 11.2(b) of the Purchase
Agreement are hereby deleted in their entirety and replaced with the following:


 


“(a)         Misrepresentation
or Breach of Warranty


 


Any misrepresentation or breach of any of the
representations or warranties of the Purchasing Entities set forth in this
Agreement or any of the Related Agreements;


 


(b)           Breach
of Covenant or Agreement


 


Any breach or nonfulfillment of any of the
covenants, agreements or other obligations of any of the Purchasing Entities
set forth in this Agreement or any of the Related Agreements;


 


2.13        Amendments to Certain Schedules


 


Schedules 3.9 (intellectual property), 3.14
(litigation), 3.21(b) (bank accounts) and 8.16 (U.K. properties) to the
Purchase Agreement are each hereby deleted in their entirety and replaced by
Schedules 3.9, 3.14, 3.21(b) and 8.16, respectively, in the form attached
to this First Amendment.


 


2.14        Retained Environmental
Liabilities


 


For the avoidance of doubt, the matters referenced
on Schedule 2.11 are included within the definition of Retained Environmental
Liabilities.


 


5





















 


3.             COUNTERPARTS


 


This First Amendment may be executed in one or more
counterparts, each of which shall constitute an original agreement, but all of
which together shall constitute one and the same agreement.


 


[Signature page follows]


 


6





















 


IN WITNESS WHEREOF, the Selling Entities, Mainco and
Purchaser have caused this First Amendment to be duly executed as of the date
first written above.


 


	
  THE
  SELLING ENTITIES

  	
   

  
	
   

  	
   

  
	
  UNOVA,
  INC., a Delaware corporation

  	
  INTERMEC
  TECHNOLOGIES CANADA

  LTD., a Canadian corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Name:

  
	
   

  	
  Title:

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  UNOVA
  INDUSTRIAL AUTOMATION

  SYSTEMS, INC., a Delaware corporation

  	
  UNOVA
  IP CORP., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Name:

  
	
   

  	
  Title:

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  UNOVA
  U.K. LIMITED, an company

  registered in England

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  CINCINNATI
  MACHINE U.K. LIMITED, a

  company registered in England

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


7





















 


	
  HONSBERG
  LAMB

  SONDWERKZEUGMASCHINEN GMBH,

  a German limited liability company

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  PURCHASER

  
	
   

  
	
  MAG
  INDUSTRIAL AUTOMATION

  SYSTEMS, LLC., a Delaware limited

  liability company

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  MAINCO

  
	
   

  
	
  R&B
  PLASTICS HOLDINGS, INC.,

  a Delaware corporation

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


8