**Exhibit 4.3**

 

**AMENDMENT NO.****1 TO CREDIT AGREEMENTAND CONSENTS AND WAIVERAND AMENDMENT NO. 1 TOSECURITY AGREEMENT — BORROWERS**

 

This **AMENDMENT NO.****1 TO CREDITAGREEMENT 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, **UNOVAINDUSTRIAL AUTOMATION SYSTEMS, INC**., a Delaware corporation, **INTERMEC TECHNOLOGIES CORPORATION**, a Washington corporation,**INTERMEC INTERNATIONAL INC.**, a****Washington corporation,**INTERMEC TECHNOLOGIESMANUFACTURING, LLC,**a Washington limited liability company, **INTERMEC IP CORP**., a Delaware corporation, and **UNOVA IP CORP**., a Delaware corporation, each a Borrower andcollectively as the Borrowers, the financial institutions listed on thesignature pages of the Credit Agreement, as the Lenders, **KEYBANKNATIONAL ASSOCIATION**, a national banking association, as theAdministrative Agent for the Lenders, and **KEYBANK NATIONALASSOCIATION,**a national banking association, as the LC Issuer,

 

**WITNESSETH:**

 

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

 

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

 

**WHEREAS**, inconsideration of the disposition of the Industrial Automation Systems Segment,the Borrowers may receive a combination non-cash consideration including promissorynotes, preferred stock, joint venture interests or limited partnershipinterests as well as cash consideration;

 

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

 

**WHEREAS**, theparties desire: (i) to allow the Borrowers to receive non-cash considerationwith respect to such Industrial Automation Systems Segment transactions withoutviolating the terms of the Credit Agreement or having to utilize the permissivecredit extension and investment baskets set forth in the Credit Agreement and(ii) to make related adjustments to the Credit Agreement and other Loan Documentsby means of consents, waivers and amendments; and

 

**WHEREAS**, theBanks which are signatories hereto constitute the “Required Lenders” for thepurposes of Section 13.1 of the Credit Agreement;

 

**NOW THEREFORE**,in consideration of the mutual promises and agreements contained herein andother good and valuable consideration, the receipt and adequacy of which arehereby

 

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

 

Section 1**.****               DEFINEDTERMS.**

 

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

 

Section 2                **CONSENT****AND WAIVER.**

 

(a)           **Consents**.  Inaccordance with Section 13.1 of the Credit Agreement, the Required Banks herebyconsent to:

 

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

 

(ii)           the saleor other disposition of UNOVA Industries, Inc. (other than the non IndustrialAutomation Systems Segment holdings or assets thereof, if any) or the sale orother disposition by UNOVA Industries, Inc. of any equity interest held of recordby 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 IntermecTechnologies Corporation, (b) the transfer by Intermec Technologies Corporationof the shares of UNOVA Canada, Inc to Intermec Technologies Canada Ltd. and (c)the amalgamation of UNOVA Canada Inc and Intermec Technologies Canada Ltd., butonly to the extent all new shares of the surviving entity will be issued toIntermec Technologies Corporation;

 

(iv)          in theevent of sale of substantially all of the assets of Honsberg LambSonderwerzeugmaschinen GmbH, the merger of Intermec Technologies GmbH withHonsberg Lamb Sonderwerzeugmaschinen GmbH and any related equity transfersnecessary to accomplish such merger but only the extent (a) the survivingentity which receives ownership of such assets or interests as a result of suchtransactions is a Wholly-Owned Subsidiary of UNOVA, Inc. and (b) suchSubsidiary is or becomes a Borrower or Guarantor if such Subsidiary is not anExcluded Subsidiary or a Foreign Subsidiary, (c) as a result of suchtransaction or transactions, no Borrower or Subsidiary Guarantor will become anExcluded Subsidiary or Foreign Subsidiary, (d) as a result of such transactionor transactions, no assets of any Borrower or Subsidiary Guarantor (other thanassets originally owned by Honsberg Lamb Sonderwerzeugmaschinen GmbH) willbecome the assets an Excluded Subsidiary or Foreign Subsidiary and (e) inconnection with such transaction or transactions, the Borrowers shall comply atall times with the provisions of Section 5.13(b) of the Security Agreementdelivered by the Borrowers in connection with the Credit Agreement;

 

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

 

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

 

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

 

(vii)         afterconsummation of the disposition of the assets of any Subsidiary within theIndustrial Automation Systems Segments (an “IAS Entity”), the merger orconsolidation of such Subsidiary, with or into, or the disposition of theassets of such Subsidiary to, in each case whether in one or a series oftransactions, a Borrower, a Subsidiary Guarantor, an Excluded Subsidiary or aForeign 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 theCredit Agreement, (b) as a result of such transaction or transactions, noBorrower or Subsidiary Guarantor will become an Excluded Subsidiary or ForeignSubsidiary, (c) as a result of such transaction or transactions, no assets ofany Borrower or Subsidiary Guarantor (other than assets originally owned bysuch IAS Entity) will become the assets an Excluded Subsidiary or ForeignSubsidiary, (d) such transaction or transactions will not have an adverseeffect (other than in a de minimis manner) on the Lenders or any Borrower orSubsidiary Guarantor by reason of, by way of example but not limitation, lossof perfection or priority of the security interests in Collateral held by theAdministrative Agent or any increase in the liabilities of any Borrower orSubsidiary Guarantor, (e) any resulting Subsidiary is or becomes a Borrower orGuarantor if such Subsidiary is not an Excluded Subsidiary or a ForeignSubsidiary, and (f) at least thirty (30) days prior to the consummation of anysuch transaction or transactions, the Borrowers shall notify the AdministrativeAgent in writing of such transaction or transactions and the structure thereof;provided, further that any such transaction or transactions thatwould 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 theBorrowers’ receipt of tax benefits or beneficial tax attributes.

 

(b)           **Waiver**.  In accordancewith Section 13.1 of the Credit Agreement, the Required Banks hereby waivecompliance with the requirements of Section of the 5.01 of that certainSecurity Agreement — Borrowers, dated as of September 30, 2004, between theBorrowers and the Administrative Agent, with respect to any first tier ForeignSubsidiary of the Industrial Automation Systems Segment until such time as theBorrowers are required to pledge the stock thereof pursuant to the terms ofSection 5.2(n) the Credit Agreement.

 

Section 3**.****               AMENDMENTSTO THE CREDIT AGREEMENT.**

 

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

 

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

 

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

 

Section 4**.****               AMENDMENTTO SECURITY AGREEMENT — BORROWERS.**

 

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

 

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

 

Section5.               **REPRESENTATIONSAND WARRANTIES.**

 

TheBorrowers hereby represent and warrant to the Lenders, the AdministrativeAgent, and the Issuers as follows:

 

5.1           **The Amendment**.  ThisAmendment has been duly and validly executed by an authorized executive officerof each of the Borrowers and constitutes the legal, valid and bindingobligation of the Borrowers enforceable against the Borrowers in accordancewith its terms, subject to any applicable bankruptcy, insolvency,reorganization, moratorium or similar Laws affecting the enforcement ofcreditors’ rights generally and by general equitable principles includingprinciples of commercial reasonableness, good faith and fair dealing (whetherenforcement is sought by proceedings in equity or at law).  The Credit Agreement and the SecurityAgreement — Borrowers, each as amended by this Amendment, remain in full forceand effect and remain the valid and binding obligation of the Borrowersenforceable against the Borrowers in accordance with its terms, subject to anyapplicable bankruptcy, insolvency, reorganization, moratorium or similar Lawsaffecting the enforcement of creditors’ rights generally and by generalequitable principles including principles of commercial reasonableness, goodfaith and fair dealing (whether enforcement is sought by proceedings in equityor at law).  The Borrowers hereby ratifyand confirm the Credit Agreement and the Security Agreement — Borrowers, eachas amended by this Amendment.

 

5.2           **Nonwaiver.**  Except asexpressly set forth herein, the execution, delivery, performance andeffectiveness of this Amendment shall not operate nor be deemed to be norconstrued as a waiver (i) of any right, power or remedy of the Banks, theAdministrative Agent or the European Administrative Agent under the CreditAgreement, Security Agreement — Borrowers, or any other Loan Document, or (ii)of any term, provision, representation, warranty or covenant contained in theCredit Agreement, Security Agreement — Borrowers, or any other documentationexecuted in connection therewith. Further, none of the provisions of this Amendment shall constitute, bedeemed to be or construed as, a waiver of any current or future PotentialDefault 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 importshall mean and be a reference to the Credit Agreement or the Security Agreement— Borrowers, as amended by this Amendment and

 

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

 

Section 6                **CONDITIONS TO EFFECTIVENESS.**

 

ThisAmendment shall become effective as of the date and time at which each of thefollowing conditions precedent shall have been fulfilled:

 

6.1**           Amendment**.  The Administrative Agent shall have receivedfrom 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 oreach 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 Agreementshall have been satisfied, as determined by the Administrative Agent, in its reasonablediscretion, as of the effective time of this Amendment.

 

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

 

6.4           **Consent Fee**.  The Borrowersshall have paid to the Administrative Agent, for the benefit of each of the Lenderswhich have executed this Amendment, a fee in the amount of $3,000 for each suchLender

 

Section 7                **Additional Undertakings and Covenant of the Borrowers.**

 

The Borrowers herebyagree that non-cash consideration received in connection with the sale of allor any portion of the Borrowers’ Industrial Automation Segment shall constituteCollateral which is pledged to the Administrative Agent for the benefit ofitself, the Lenders, and the Issuer.  Promptlyupon (but in all cases no later that sixty (60) days after) receipt thereof, theBorrowers will take such steps as the Administrative Agent may reasonablyrequest for the Administrative Agent to obtain a perfected security interest insuch Collateral, including delivery to the Administrative Agent of any suchnotes and preferred stock.  The Borrowersfurther agree that the executed Millwork LP Agreement shall not materiallydiffer from the draft (draft date 2\23\05) furnished to the AdministrativeAgent.

 

Section 8                **MISCELLANEOUS**.

 

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

 

8.2           **Severability**.  In theevent any provision of this Amendment should be invalid, the validity of theother provisions hereof and of the Credit Agreement shall not be affectedthereby.

 

8.3           **Counterparts**.  ThisAmendment may be executed in one or more counterparts, each of which, whentaken together, shall constitute but one and the same agreement.

 

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**IN WITNESS WHEREOF**,the Borrowers have caused this Amendment No. 1 to Credit Agreement to be dulyexecuted by their respective officers or agents thereunto duly authorized as ofthe 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             |                                 |

 

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|   | **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                   |   |

 

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|   | **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             |   |

 

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|   | **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                   |   |

 

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|   | **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             |                 |

 

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|   | **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             |                 |

 

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|   | **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             |                 |

 

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| ** ** | **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 |                 |

 

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| ** ** | **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 |                 |

 

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|   | **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

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| ** ** | **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

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| ** ** | **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

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| ** ** | **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

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| ** ** | **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:                                 |               |

 

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|   | **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

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|   | **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

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| ** ** | **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

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