Exhibit 4.3


 


AMENDMENT NO. 1 TO CREDIT AGREEMENT

AND CONSENTS AND WAIVER

AND AMENDMENT NO. 1 TO

SECURITY AGREEMENT — BORROWERS


 


This AMENDMENT NO. 1 TO CREDIT
AGREEMENT AND CONSENTS AND WAIVER AND AMENDMENT NO. 1 TO SECURITY AGREEMENT — BORROWERS,
made as of the 29th day of March, 2005 (this “Amendment”), among UNOVA, INC., a Delaware corporation, UNOVA
INDUSTRIAL AUTOMATION SYSTEMS, INC., a Delaware corporation, INTERMEC TECHNOLOGIES CORPORATION, a Washington corporation,
INTERMEC INTERNATIONAL INC., a Washington corporation, INTERMEC TECHNOLOGIES
MANUFACTURING, LLC, a Washington limited liability company, INTERMEC IP CORP., a Delaware corporation, and UNOVA IP CORP., a Delaware corporation, each a Borrower and
collectively as the Borrowers, the financial institutions listed on the
signature pages of the Credit Agreement, as the Lenders, KEYBANK
NATIONAL ASSOCIATION, a national banking association, as the
Administrative Agent for the Lenders, and KEYBANK NATIONAL
ASSOCIATION, a national banking association, as the LC Issuer,


 


WITNESSETH:


 


WHEREAS, the
Borrowers have been extended certain financial accommodations pursuant to the
Credit Agreement, dated as of September 30, 2004 (the “Credit Agreement”),
among the Borrowers, the Administrative Agent, the Lenders, and the Issuer and
the Borrowers have executed the Security Agreement — Borrowers, dated as of
September 30, 2004;


 


WHEREAS,
Borrowers and UNOVA Industries, Inc. are in the process of disposing, in one or
more asset or stock transactions, the Industrial Automation Systems Segment as
permitted by Section 5.3(a)(I) of the Credit Agreement;


 


WHEREAS, in
consideration of the disposition of the Industrial Automation Systems Segment,
the Borrowers may receive a combination non-cash consideration including promissory
notes, preferred stock, joint venture interests or limited partnership
interests as well as cash consideration;


 


WHEREAS, the
Credit Agreement limits the amount of credit extension by the Borrowers and the
amount of investments held by the Borrowers and such non-cash consideration may
constitute a credit extension or an investment under the Credit Agreement;


 


WHEREAS, the
parties desire: (i) to allow the Borrowers to receive non-cash consideration
with respect to such Industrial Automation Systems Segment transactions without
violating the terms of the Credit Agreement or having to utilize the permissive
credit extension and investment baskets set forth in the Credit Agreement and
(ii) to make related adjustments to the Credit Agreement and other Loan Documents
by means of consents, waivers and amendments; and


 


WHEREAS, the
Banks which are signatories hereto constitute the “Required Lenders” for the
purposes of Section 13.1 of the Credit Agreement;


 


NOW THEREFORE,
in consideration of the mutual promises and agreements contained herein and
other good and valuable consideration, the receipt and adequacy of which are
hereby


 


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acknowledged,
the Borrowers, the Administrative Agent, the Lenders and the LC Issuer do
hereby agree as follows:


 


Section 1.               DEFINED
TERMS.


 


Each defined term used
herein and not otherwise defined herein shall have the meaning ascribed to such
term in the Credit Agreement.


 


Section 2                CONSENT AND WAIVER.


 


(a)           Consents.  In
accordance with Section 13.1 of the Credit Agreement, the Required Banks hereby
consent to:


 


(i)            any
non-cash consideration received by the Borrowers in connection with the sale or
other disposition (including any contribution of assets to a Person other than
a natural Person) in one or more transactions of the Industrial Automation
Systems Segment, and any such non-cash consideration shall: (a) not be included
in the calculation of any applicable numeric limitations or baskets set forth
in Section 5.3 of the Credit Agreement and (b) not be considered to be or be
included in the calculation of Net Proceeds for purposes of any provision of
the Credit Agreement except to the extent that cash proceeds are subsequently
received in respect of non-cash consideration initially received;


 


(ii)           the sale
or other disposition of UNOVA Industries, Inc. (other than the non Industrial
Automation Systems Segment holdings or assets thereof, if any) or the sale or
other disposition by UNOVA Industries, Inc. of any equity interest held of record
by it in entities which are part of the Industrial Automation Systems Segment;


 


(iii)          (a)
the transfer by UNOVA, Inc. of the shares of UNOVA Canada, Inc. to Intermec
Technologies Corporation, (b) the transfer by Intermec Technologies Corporation
of the shares of UNOVA Canada, Inc to Intermec Technologies Canada Ltd. and (c)
the amalgamation of UNOVA Canada Inc and Intermec Technologies Canada Ltd., but
only to the extent all new shares of the surviving entity will be issued to
Intermec Technologies Corporation;


 


(iv)          in the
event of sale of substantially all of the assets of Honsberg Lamb
Sonderwerzeugmaschinen GmbH, the merger of Intermec Technologies GmbH with
Honsberg Lamb Sonderwerzeugmaschinen GmbH and any related equity transfers
necessary to accomplish such merger but only the extent (a) the surviving
entity which receives ownership of such assets or interests as a result of such
transactions is a Wholly-Owned Subsidiary of UNOVA, Inc. and (b) such
Subsidiary is or becomes a Borrower or Guarantor if such Subsidiary is not an
Excluded Subsidiary or a Foreign Subsidiary, (c) as a result of such
transaction or transactions, no Borrower or Subsidiary Guarantor will become an
Excluded Subsidiary or Foreign Subsidiary, (d) as a result of such transaction
or transactions, no assets of any Borrower or Subsidiary Guarantor (other than
assets originally owned by Honsberg Lamb Sonderwerzeugmaschinen GmbH) will
become the assets an Excluded Subsidiary or Foreign Subsidiary and (e) in
connection with such transaction or transactions, the Borrowers shall comply at
all times with the provisions of Section 5.13(b) of the Security Agreement
delivered by the Borrowers in connection with the Credit Agreement;


 


(v)           the
transactions contemplated in that certain Purchase and Sale Agreement, dated as
of March 17, 2005(the “PSA”), between UNOVA, Inc. and Subsidiaries of UNOVA,
Inc. and MAG Industrial Automation Systems LLC., including the extension of
credit related to the


 


2





















 


severance of certain employees to
the extent identified in the “Lamb U.K. Restructure Plan” (as defined in such
Purchase and Sale Agreement);


 


(vi)          the
transactions contemplated in connection with the Limited Partnership Agreement
of Cincinnati Millworks, L.P., a draft (draft date 2\23\05) of which was
furnished to the Administrative Agent (the “Millwork LP Agreement”), among
Trademark Millworks, L.P., UNOVA Industrial Automation Systems, Inc. and The
Kirk & Blum Manufacturing Company; provided that the substance of
the executed agreement shall not materially differ from the draft furnished to
the Administrative Agent and any change shall be reasonably acceptable to the
Administrative Agent; and


 


(vii)         after
consummation of the disposition of the assets of any Subsidiary within the
Industrial Automation Systems Segments (an “IAS Entity”), the merger or
consolidation of such Subsidiary, with or into, or the disposition of the
assets of such Subsidiary to, in each case whether in one or a series of
transactions, a Borrower, a Subsidiary Guarantor, an Excluded Subsidiary or a
Foreign Subsidiary (whether such disposition is by means of lease, sale,
sale-leaseback, license or another type of transfer); provided that: (a)
the Borrowers shall comply at all times with the provisions of Section 5.13(b)
of the Security Agreement delivered by the Borrowers in connection with the
Credit Agreement, (b) as a result of such transaction or transactions, no
Borrower or Subsidiary Guarantor will become an Excluded Subsidiary or Foreign
Subsidiary, (c) as a result of such transaction or transactions, no assets of
any Borrower or Subsidiary Guarantor (other than assets originally owned by
such IAS Entity) will become the assets an Excluded Subsidiary or Foreign
Subsidiary, (d) such transaction or transactions will not have an adverse
effect (other than in a de minimis manner) on the Lenders or any Borrower or
Subsidiary Guarantor by reason of, by way of example but not limitation, loss
of perfection or priority of the security interests in Collateral held by the
Administrative Agent or any increase in the liabilities of any Borrower or
Subsidiary Guarantor, (e) any resulting Subsidiary is or becomes a Borrower or
Guarantor if such Subsidiary is not an Excluded Subsidiary or a Foreign
Subsidiary, and (f) at least thirty (30) days prior to the consummation of any
such transaction or transactions, the Borrowers shall notify the Administrative
Agent in writing of such transaction or transactions and the structure thereof;
provided, further that any such transaction or transactions that
would not otherwise be permitted by clause (F) and clause (G) of Section 5.3(a)
of the Credit Agreement shall be consummated only if necessary for the
Borrowers’ receipt of tax benefits or beneficial tax attributes.


 


(b)           Waiver.  In accordance
with Section 13.1 of the Credit Agreement, the Required Banks hereby waive
compliance with the requirements of Section of the 5.01 of that certain
Security Agreement — Borrowers, dated as of September 30, 2004, between the
Borrowers and the Administrative Agent, with respect to any first tier Foreign
Subsidiary of the Industrial Automation Systems Segment until such time as the
Borrowers are required to pledge the stock thereof pursuant to the terms of
Section 5.2(n) the Credit Agreement.


 


Section 3.               AMENDMENTS
TO THE CREDIT AGREEMENT.


 


3.1           Amendment to Section 1.1. 
Section 1.1 of the Credit Agreement is hereby amended by deleting the
existing “Industrial Automation Systems Segment” definition in its entirety and
substituting thereof the following definition:


 


“Industrial Automation
Systems Segment” means: (i) the operations of UNOVA Industrial
Automation Systems, Inc., R&B Machine Tool Company, UNOVA JSM, Inc., UNOVA
IP Corp., Honsberg Lamb Sonderwerkzeugmaschinen GmbH, Cincinnati Machine U.K.


 


3





















 


Limited, UNOVA U.K. Limited, The Factory Power Company, Cincinnati
Machine Korea Corp., Cincinnati Machine UK Holdings Limited, Cincinnati Machine
Holdings UK Limited, UNOVA Canada, Inc., and UNOVA Financing Ltd., (ii) assets
classified as “assets held for sale” on the balance sheets of UNOVA, Inc. to
the extent comprised of assets retained from the Industrial Automation Systems
Segment and (iii) UNOVA Industries, Inc. other than the non Industrial
Automation Systems Segment holdings or assets thereof, if any.


 


Section 4.               AMENDMENT
TO SECURITY AGREEMENT — BORROWERS.


 


4.1           Amendment to Section 1.1. 
Clause(f) of the definition of “Excluded
Property” in Section 1(c) of the Security Agreement — Borrowers is hereby
amended in its entirety to read as follows:


 


(f)            the
capital stock of The Factory Power Company, an Ohio corporation, and the
capital stock of any first tier Foreign Subsidiaries of the Industrial
Automation Systems Segment (until a pledge of the capital stock of such Foreign
Subsidiaries is required pursuant to Section 5.2(n) of the Credit Agreement),


 


Section
5.               REPRESENTATIONS
AND WARRANTIES.


 


The
Borrowers hereby represent and warrant to the Lenders, the Administrative
Agent, and the Issuers as follows:


 


5.1           The Amendment.  This
Amendment has been duly and validly executed by an authorized executive officer
of each of the Borrowers and constitutes the legal, valid and binding
obligation of the Borrowers enforceable against the Borrowers in accordance
with its terms, subject to any applicable bankruptcy, insolvency,
reorganization, moratorium or similar Laws affecting the enforcement of
creditors’ rights generally and by general equitable principles including
principles of commercial reasonableness, good faith and fair dealing (whether
enforcement is sought by proceedings in equity or at law).  The Credit Agreement and the Security
Agreement — Borrowers, each as amended by this Amendment, remain in full force
and effect and remain the valid and binding obligation of the Borrowers
enforceable against the Borrowers in accordance with its terms, subject to any
applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws
affecting the enforcement of creditors’ rights generally and by general
equitable principles including principles of commercial reasonableness, good
faith and fair dealing (whether enforcement is sought by proceedings in equity
or at law).  The Borrowers hereby ratify
and confirm the Credit Agreement and the Security Agreement — Borrowers, each
as amended by this Amendment.


 


5.2           Nonwaiver.  Except as
expressly set forth herein, the execution, delivery, performance and
effectiveness of this Amendment shall not operate nor be deemed to be nor
construed as a waiver (i) of any right, power or remedy of the Banks, the
Administrative Agent or the European Administrative Agent under the Credit
Agreement, Security Agreement — Borrowers, or any other Loan Document, or (ii)
of any term, provision, representation, warranty or covenant contained in the
Credit Agreement, Security Agreement — Borrowers, or any other documentation
executed in connection therewith. 
Further, none of the provisions of this Amendment shall constitute, be
deemed to be or construed as, a waiver of any current or future Potential
Default or Event of Default under the Credit Agreement Security Agreement — Borrowers,
each as amended by this Amendment.


 


5.3           Reference to and Effect on the Credit Agreement.  Upon the effectiveness of this Amendment,
each reference in the Credit Agreement or in the Security Agreement — Borrowers,
to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import
shall mean and be a reference to the Credit Agreement or the Security Agreement
— Borrowers, as amended by this Amendment and


 


4





















 


each reference to the Credit Agreement or to the
Security Agreement — Borrowers in any other document, instrument or agreement
executed and/or delivered in connection with the Credit Agreement or the
Security Agreement — Borrowers shall mean and be a reference to the Credit
Agreement or the Security Agreement — Borrowers, as amended by this Amendment.


 


Section 6                CONDITIONS TO EFFECTIVENESS.


 


This
Amendment shall become effective as of the date and time at which each of the
following conditions precedent shall have been fulfilled:


 


6.1           Amendment.  The Administrative Agent shall have received
from each Borrower and such requisite number of Lenders as constitute Required Lenders
(as defined in the Credit Agreement) an original counterpart of this Amendment,
executed and delivered by a duly authorized officer of each such Borrower or
each such Bank, as the case may be.


 


6.2           Credit Agreement Conditions. 
Each of the conditions set forth in Section 3.2 of the Credit Agreement
shall have been satisfied, as determined by the Administrative Agent, in its reasonable
discretion, as of the effective time of this Amendment.


 


6.3           Certificate as to Documentation.  The Administrative Agent shall have received
from UNOVA, Inc. an officer certificate executed by a Responsible Officer of
UNOVA, Inc. attaching and certifying executed copies of the PSA.


 


6.4           Consent Fee.  The Borrowers
shall have paid to the Administrative Agent, for the benefit of each of the Lenders
which have executed this Amendment, a fee in the amount of $3,000 for each such
Lender


 


Section 7                Additional Undertakings and Covenant of the Borrowers.


 


The Borrowers hereby
agree that non-cash consideration received in connection with the sale of all
or any portion of the Borrowers’ Industrial Automation Segment shall constitute
Collateral which is pledged to the Administrative Agent for the benefit of
itself, the Lenders, and the Issuer.  Promptly
upon (but in all cases no later that sixty (60) days after) receipt thereof, the
Borrowers will take such steps as the Administrative Agent may reasonably
request for the Administrative Agent to obtain a perfected security interest in
such Collateral, including delivery to the Administrative Agent of any such
notes and preferred stock.  The Borrowers
further agree that the executed Millwork LP Agreement shall not materially
differ from the draft (draft date 2\23\05) furnished to the Administrative
Agent.


 


Section 8                MISCELLANEOUS.


 


8.1           Governing Law.  This
Amendment shall be governed by and construed in accordance with the laws of the
State of New York with out giving effect to the conflict of laws rules thereof.


 


8.2           Severability.  In the
event any provision of this Amendment should be invalid, the validity of the
other provisions hereof and of the Credit Agreement shall not be affected
thereby.


 


8.3           Counterparts.  This
Amendment may be executed in one or more counterparts, each of which, when
taken together, shall constitute but one and the same agreement.


 


5





















 


IN WITNESS WHEREOF,
the Borrowers have caused this Amendment No. 1 to Credit Agreement to be duly
executed by their respective officers or agents thereunto duly authorized as of
the date first written above.


 


	
   

  	
  BORROWERS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNOVA, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Kenneth L. Cohen

  	
   

  
	
   

  	
  By:

  	
  Kenneth L. Cohen

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Michael E. Keane

  	
   

  
	
   

  	
  By:

  	
  Michael E. Keane

  	
   

  
	
   

  	
  Its:

  	
  Sr. V.P. and Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNOVA, Inc., as Borrower Representative

  	
   

  
	
   

  	
  6001 36th Avenue West

  	
   

  
	
   

  	
  Everett, WA 98203

  	
   

  
	
   

  	
  Attention: Treasurer

  	
   

  
	
   

  	
  Telecopy: 425-265-2497

  	
   

  
	
   

  	
  Email: kcohen@unova.com

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  
	
   

  	
  Latham & Watkins, LLP

  	
   

  
	
   

  	
  633 West Fifth Street, Suite 4000

  	
   

  
	
   

  	
  Los Angeles, CA 90071-2007

  	
   

  
	
   

  	
  Attention: Dominic Yoong

  	
   

  
	
   

  	
  Telecopy: 213-891-8763

  	
   

  
	
   

  	
  Email: dominic.yoong@lw.com

  	
   

  



 


6





















 


	
   

  	
  UNOVA INDUSTRIAL AUTOMATION SYSTEMS,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Kenneth L. Cohen

  	
   

  
	
   

  	
  By:

  	
  Kenneth L. Cohen

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Michael E. Keane

  	
   

  
	
   

  	
  By:

  	
  Michael E. Keane

  	
   

  
	
   

  	
  Its:

  	
  V.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNOVA, Inc., as Borrower Representative

  	
   

  
	
   

  	
  6001 36th Avenue West

  	
   

  
	
   

  	
  Everett, WA 98203

  	
   

  
	
   

  	
  Attention: Treasurer

  	
   

  
	
   

  	
  Telecopy: 425-265-2497

  	
   

  
	
   

  	
  Email: kcohen@unova.com

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  
	
   

  	
  Latham & Watkins, LLP

  	
   

  
	
   

  	
  633 West Fifth Street, Suite 4000

  	
   

  
	
   

  	
  Los Angeles, CA 90071-2007

  	
   

  
	
   

  	
  Attention: Dominic Yoong

  	
   

  
	
   

  	
  Telecopy: 213-891-8763

  	
   

  
	
   

  	
  Email:
  dominic.yoong@lw.com

  	
   

  



 


7





















 


	
   

  	
  INTERMEC
  TECHNOLOGIES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Kenneth L. Cohen

  	
   

  
	
   

  	
  By:

  	
  Kenneth L. Cohen

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Michael E. Keane

  	
   

  
	
   

  	
  By:

  	
  Michael E. Keane

  	
   

  
	
   

  	
  Its:

  	
  V.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNOVA, Inc., as Borrower Representative

  	
   

  
	
   

  	
  6001 36th Avenue West

  	
   

  
	
   

  	
  Everett, WA 98203

  	
   

  
	
   

  	
  Attention: Treasurer

  	
   

  
	
   

  	
  Telecopy: 425-265-2497

  	
   

  
	
   

  	
  Email: kcohen@unova.com

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  
	
   

  	
  Latham & Watkins, LLP

  	
   

  
	
   

  	
  633 West Fifth Street, Suite 4000

  	
   

  
	
   

  	
  Los Angeles, CA 90071-2007

  	
   

  
	
   

  	
  Attention: Dominic Yoong

  	
   

  
	
   

  	
  Telecopy: 213-891-8763

  	
   

  
	
   

  	
  Email: dominic.yoong@lw.com

  	
   

  



 


8





















 


	
   

  	
  INTERMEC TECHNOLOGIES

  MANUFACTURING, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Kenneth L. Cohen

  	
   

  
	
   

  	
  By:

  	
  Kenneth L. Cohen

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Michael E. Keane

  	
   

  
	
   

  	
  By:

  	
  Michael E. Keane

  	
   

  
	
   

  	
  Its:

  	
  V.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNOVA, Inc., as Borrower Representative

  	
   

  
	
   

  	
  6001 36th Avenue West

  	
   

  
	
   

  	
  Everett, WA 98203

  	
   

  
	
   

  	
  Attention: Treasurer

  	
   

  
	
   

  	
  Telecopy: 425-265-2497

  	
   

  
	
   

  	
  Email: kcohen@unova.com

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  
	
   

  	
  Latham & Watkins, LLP

  	
   

  
	
   

  	
  633 West Fifth Street, Suite 4000

  	
   

  
	
   

  	
  Los Angeles, CA 90071-2007

  	
   

  
	
   

  	
  Attention: Dominic Yoong

  	
   

  
	
   

  	
  Telecopy: 213-891-8763

  	
   

  
	
   

  	
  Email: dominic.yoong@lw.com

  	
   

  



 


9





















 


	
   

  	
  INTERMEC IP CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Kenneth L. Cohen

  	
   

  
	
   

  	
  By:

  	
  Kenneth L. Cohen

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Michael E. Keane

  	
   

  
	
   

  	
  By:

  	
  Michael E. Keane

  	
   

  
	
   

  	
  Its:

  	
  V.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNOVA, Inc., as Borrower Representative

  	
   

  
	
   

  	
  6001 36th Avenue West

  	
   

  
	
   

  	
  Everett, WA 98203

  	
   

  
	
   

  	
  Attention: Treasurer

  	
   

  
	
   

  	
  Telecopy: 425-265-2497

  	
   

  
	
   

  	
  Email: kcohen@unova.com

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  
	
   

  	
  Latham & Watkins, LLP

  	
   

  
	
   

  	
  633 West Fifth Street, Suite 4000

  	
   

  
	
   

  	
  Los Angeles, CA 90071-2007

  	
   

  
	
   

  	
  Attention: Dominic Yoong

  	
   

  
	
   

  	
  Telecopy: 213-891-8763

  	
   

  
	
   

  	
  Email: dominic.yoong@lw.com

  	
   

  



 


10





















 


	
   

  	
  UNOVA IP CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Kenneth L. Cohen

  	
   

  
	
   

  	
  By:

  	
  Kenneth L. Cohen

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Michael E. Keane

  	
   

  
	
   

  	
  By:

  	
  Michael E. Keane

  	
   

  
	
   

  	
  Its:

  	
  V.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNOVA, Inc., as Borrower Representative

  	
   

  
	
   

  	
  6001 36th Avenue West

  	
   

  
	
   

  	
  Everett, WA 98203

  	
   

  
	
   

  	
  Attention: Treasurer

  	
   

  
	
   

  	
  Telecopy: 425-265-2497

  	
   

  
	
   

  	
  Email: kcohen@unova.com

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  
	
   

  	
  Latham & Watkins, LLP

  	
   

  
	
   

  	
  633 West Fifth Street, Suite 4000

  	
   

  
	
   

  	
  Los Angeles, CA 90071-2007

  	
   

  
	
   

  	
  Attention: Dominic Yoong

  	
   

  
	
   

  	
  Telecopy: 213-891-8763

  	
   

  
	
   

  	
  Email: dominic.yoong@lw.com

  	
   

  



 


11





















 


	
   

  	
  INTERMEC INTERNATIONAL INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Kenneth L. Cohen

  	
   

  
	
   

  	
  By:

  	
  Kenneth L. Cohen

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Michael E. Keane

  	
   

  
	
   

  	
  By:

  	
  Michael E. Keane

  	
   

  
	
   

  	
  Its:

  	
  V.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNOVA, Inc., as Borrower Representative

  	
   

  
	
   

  	
  6001 36th Avenue West

  	
   

  
	
   

  	
  Everett, WA 98203

  	
   

  
	
   

  	
  Attention: Treasurer

  	
   

  
	
   

  	
  Telecopy: 425-265-2497

  	
   

  
	
   

  	
  Email: kcohen@unova.com

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  
	
   

  	
  Latham & Watkins, LLP

  	
   

  
	
   

  	
  633 West Fifth Street, Suite 4000

  	
   

  
	
   

  	
  Los Angeles, CA 90071-2007

  	
   

  
	
   

  	
  Attention: Dominic Yoong

  	
   

  
	
   

  	
  Telecopy: 213-891-8763

  	
   

  
	
   

  	
  Email: dominic.yoong@lw.com

  	
   

  



 


12





















 


	
   

  	
  ADMINISTRATIVE AGENT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KEYBANK NATIONAL ASSOCIATION,

  	
   

  
	
   

  	
  as Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Marianne T. Meil

  	
   

  
	
   

  	
  By:

  	
  Marianne T. Meil

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KeyBank National Association

  	
   

  
	
   

  	
  127 Public Square

  	
   

  
	
   

  	
  Cleveland, Ohio 44114

  	
   

  
	
   

  	
  Attention: Marianne Meil

  	
   

  
	
   

  	
  Telecopy: 216-689-3549

  	
   

  
	
   

  	
  Email: Marianne_Meil@KeyBank.com

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Payment Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KeyBank National Association

  	
   

  
	
   

  	
  127 Public Square

  	
   

  
	
   

  	
  Cleveland, Ohio 44114

  	
   

  
	
   

  	
  Attention: Marianne
  Meil

  	
   

  
	
   

  	
  Telecopy: 216- 689-3549

  	
   

  
	
   

  	
  Email:
  Marianne_Meil@KeyBank.com

  	
   

  



 


13





















 


	
   

  	
  LENDERS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KEYBANK NATIONAL ASSOCIATION,

  	
   

  
	
   

  	
  as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Marianne T. Meil

  	
   

  
	
   

  	
  By:

  	
  Marianne T. Meil

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KeyBank National Association

  	
   

  
	
   

  	
  127 Public Square

  	
   

  
	
   

  	
  Cleveland, Ohio 44114

  	
   

  
	
   

  	
  Attention: Marianne Meil

  	
   

  
	
   

  	
  Telecopy: 216- 689-3549

  	
   

  
	
   

  	
  Email: Marianne_Meil@KeyBank.com

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Lending Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KeyBank National Association

  	
   

  
	
   

  	
  127 Public Square

  	
   

  
	
   

  	
  Cleveland, Ohio 44114

  	
   

  
	
   

  	
  Attention: Marianne
  Meil

  	
   

  
	
   

  	
  Telecopy: 216-689-3549

  	
   

  
	
   

  	
  Email:
  Marianne_Meil@KeyBank.com

  	
   

  



 


14





















 


	
   

  	
  BARCLAYS BANK PLC,

  	
   

  
	
   

  	
  as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Vincent J. Muldoon

  	
   

  
	
   

  	
  By:

  	
  Vincent J. Muldoon

  	
   

  
	
   

  	
  Its:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Barclays Bank PLC

  	
   

  
	
   

  	
  54 Lombard Street

  	
   

  
	
   

  	
  London EC3P 3AH

  	
   

  
	
   

  	
  Attention: John Davey

  	
   

  
	
   

  	
  Telecopy: 00 44 (0) 870 242 2762

  	
   

  
	
   

  	
  Email: john.davey@barclays.co.uk

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Lending Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Barclays Bank PLC

  	
   

  
	
   

  	
  222 Broadway

  	
   

  
	
   

  	
  New York 10038

  	
   

  
	
   

  	
  Attention: Shoshana Harrison

  	
   

  
	
   

  	
  Telecopy: 212-412-5306

  	
   

  
	
   

  	
  Email: shoshana.harrison@barclayscapital.com

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  
	
   

  	
  10 The South Colonnade

  	
   

  
	
   

  	
  Canary Warf, London

  	
   

  
	
   

  	
  Attention: Graham Smart

  	
   

  
	
   

  	
  Telecopy: 44 (0) 207 773 6807

  	
   

  
	
   

  	
  Email: graham.smart@barclayscapital.com

  	
   

  



 


15





















 


	
   

  	
  SILICON VALLEY BANK,

  	
   

  
	
   

  	
  as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Uma Vanmane

  	
   

  
	
   

  	
  By:

  	
  Uma Vanmane

  	
   

  
	
   

  	
  Its:

  	
  Relationship Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Silicon Valley Bank

  	
   

  
	
   

  	
  4700 Carillon Point

  	
   

  
	
   

  	
  Kirkland, WA 09033

  	
   

  
	
   

  	
  Attention: Uma Vanmane

  	
   

  
	
   

  	
  Telecopy: 312-704-1532

  	
   

  
	
   

  	
  Email: uvanmane@svbank.com

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Lending Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Silicon Valley Bank

  	
   

  
	
   

  	
  3003 Tasman Drive

  	
   

  
	
   

  	
  Santa Clara, CA 95054

  	
   

  
	
   

  	
  Attention: Donna Toney

  	
   

  
	
   

  	
  Telecopy: 408-654-6232

  	
   

  
	
   

  	
  Email: dtoney@svbank.com

  	
   

  



 


16





















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  	
   

  
	
   

  	
  as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ James R. Farmer

  	
   

  
	
   

  	
  By:

  	
  James R. Farmer

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. Bank National Association

  	
   

  
	
   

  	
  1420 Fifth Avenue 10th Floor PD-WA-T10M

  	
   

  
	
   

  	
  Seattle, WA 98101

  	
   

  
	
   

  	
  Attention: James Farmer

  	
   

  
	
   

  	
  Telecopy: 206-344-3654

  	
   

  
	
   

  	
  Email: james.farmer1@usbank.com

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Lending Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. Bank National Association

  	
   

  
	
   

  	
  1420 Fifth Avenue 10th Floor PD-WA-T10C

  	
   

  
	
   

  	
  Seattle, WA 98101

  	
   

  
	
   

  	
  Attention: Gail Fortun

  	
   

  
	
   

  	
  Telecopy: 206-344-3741

  	
   

  
	
   

  	
  Email: gail.fortun@usbank.com

  	
   

  



 


17





















 


	
   

  	
  THE CIT GROUP/BUSINESS CREDIT, INC.,

  	
   

  
	
   

  	
  as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Donald Caskey

  	
   

  
	
   

  	
  By:

  	
  Donald Caskey

  	
   

  
	
   

  	
  Its:

  	
  V.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The CIT Group/Business Credit, Inc.

  	
   

  
	
   

  	
  300 South Grand Avenue, 3rd Floor

  	
   

  
	
   

  	
  Los Angeles, CA 90071

  	
   

  
	
   

  	
  Attention: Donald Caskey

  	
   

  
	
   

  	
  Telecopy: 213-613-2501

  	
   

  
	
   

  	
  Email: don.caskey@cit.com

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Lending Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The CIT Group/Business Credit, Inc.

  	
   

  
	
   

  	
  300 South Grand Avenue, 3rd Floor

  	
   

  
	
   

  	
  Los Angeles, CA 90071

  	
   

  
	
   

  	
  Attention: Arda Mendoza

  	
   

  
	
   

  	
  Telecopy: 213-613-2519

  	
   

  
	
   

  	
  Email: arda.mendoza@cit.com

  	
   

  



 


18





















 


	
   

  	
  HARRIS TRUST AND SAVINGS BANK,

  	
   

  
	
   

  	
  as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Danjuma Gibson

  	
   

  
	
   

  	
  By:

  	
  Danjuma Gibson

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Harris Trust and Savings Bank

  	
   

  
	
   

  	
  111 West Monroe Street

  	
   

  
	
   

  	
  Chicago, IL 60603

  	
   

  
	
   

  	
  Attention: Michael W. Leong

  	
   

  
	
   

  	
  Telecopy: 312-461-2432

  	
   

  
	
   

  	
  Email: Michael.leong@harrisnesbitt.com

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Lending Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Harris Trust and Savings Bank

  	
   

  
	
   

  	
  111 West Monroe Street

  	
   

  
	
   

  	
  Chicago, IL 60603

  	
   

  
	
   

  	
  Attention: Blanca Velez

  	
   

  
	
   

  	
  Telecopy: 312-293-5884

  	
   

  
	
   

  	
  Email:

  	
   

  



 


19





















 


	
   

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION

  	
   

  
	
   

  	
  as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Keith Alexander

  	
   

  
	
   

  	
  By:

  	
  Keith Alexander

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  General Electric Capital Corporation

  	
   

  
	
   

  	
  350 South Beverly Drive, Suite 200

  	
   

  
	
   

  	
  Beverly Hills, CA 90212

  	
   

  
	
   

  	
  Attention: Keith J. Alexander

  	
   

  
	
   

  	
  Telecopy: 310-785-0644

  	
   

  
	
   

  	
  Email: Keith.Alexander@ge.com

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Lending Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  General Electric Capital Corporation

  	
   

  
	
   

  	
  500 West Monroe Street

  	
   

  
	
   

  	
  Chicago, IL 60661

  	
   

  
	
   

  	
  Attention: Patricia Coughlin

  	
   

  
	
   

  	
  Telecopy: (312) 463-3854

  	
   

  
	
   

  	
  Email: Patri.Coughlin@ge.com

  	
   

  



 


20





















 


	
   

  	
  WELLS FARGO BANK, N.A

  	
   

  
	
   

  	
  as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Brent Grecian

  	
   

  
	
   

  	
  By:

  	
  Brent Grecian

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Wells Fargo Bank, N.A

  	
   

  
	
   

  	
  205 108th Avenue NE
  Suite 600

  	
   

  
	
   

  	
  Bellevue, WA 98004

  	
   

  
	
   

  	
  Attention: Brent Grecian, Vice President

  	
   

  
	
   

  	
  Telecopy: 425-450-8069

  	
   

  
	
   

  	
  Email: greciabr@wellsfargo.com

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Lending Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Wells Fargo Bank, N.A

  	
   

  
	
   

  	
  1700 Lincoln Street Suite 300

  	
   

  
	
   

  	
  Denver, CO 80203-4500

  	
   

  
	
   

  	
  Attention: Patricia DelReal Flores

  	
   

  
	
   

  	
  Telecopy: 303-863-2729

  	
   

  
	
   

  	
  Email: Patricia.D.DelReal-Flores@wellsfargo.com

  	
   

  



 


21





















 


	
   

  	
  LC ISSUER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KEYBANK NATIONAL ASSOCIATION,

  	
   

  
	
   

  	
  as LC ISSUER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Marianne T. Meil

  	
   

  
	
   

  	
  By:

  	
  Marianne T. Meil

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KeyBank National Association

  	
   

  
	
   

  	
  127 Public Square

  	
   

  
	
   

  	
  Cleveland, Ohio 44114

  	
   

  
	
   

  	
  Attention: Marianne Meil

  	
   

  
	
   

  	
  Telecopy: 216-689-3549

  	
   

  
	
   

  	
  Email: Marianne_Meil@KeyBank.com

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Lending Office:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KeyBank National Association

  	
   

  
	
   

  	
  127 Public Square

  	
   

  
	
   

  	
  Cleveland, Ohio 44114

  	
   

  
	
   

  	
  Attention: Marianne Meil

  	
   

  
	
   

  	
  Telecopy: 216-689-3549

  	
   

  
	
   

  	
  Email: Marianne_Meil@KeyBank.com

  	
   

  



 


22