**Exhibit 4.2**

 

**FIRSTAMENDMENT TOPURCHASE AND SALE AGREEMENT**

 

This First Amendment to Purchase and Sale Agreement(“***First Amendment***”) is madeand entered into as of April 1, 2005, by and among UNOVA, Inc., a Delawarecorporation; UNOVA Industrial Automation Systems, Inc., a Delaware corporation;UNOVA U.K. Limited, a company registered in England under Registration Number1218921; Cincinnati Machine U.K. Limited, a company registered in England underRegistration Number 3256777; Honsberg Lamb Sonderwerkzeugmaschinen GmbH, aGerman limited liability company; Intermec Technologies Canada Ltd. (resultingfrom an amalgamation with UNOVA Canada, Inc.), a Canadian corporation; UNOVA IPCorp., a Delaware corporation; R&B Plastics Holdings, Inc., a Delaware corporation;and MAG Industrial Automation Systems, LLC, a Delaware limited liabilitycompany.

 

**RECITALS**

 

A.            Onor about March 17, 2005, the parties listed in the Preamble to this FirstAmendment entered into a Purchase and Sale Agreement (the “***PurchaseAgreement***”).

 

B.            Thepurpose of this First Amendment is to set forth the terms and conditions uponwhich the parties will modify the terms of the Purchase Agreement.

 

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

 

# **1.**             AMENDMENT;DEFINITIONS

 

## **1.1**          Amendment

 

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

 

## **1.2**          Definitions

 

Capitalized terms shall have the meanings given tothem in the Purchase Agreement, except as otherwise defined in this FirstAmendment or as the context otherwise requires.

 

# **2.**             AMENDMENTSTO PURCHASE AGREEMENT

 

## **2.1**          Amendment to Section 1.1(x)

 

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

 

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“(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 andreplaced with the following:

 

(n)           All right to any proceeds in the Aleniajudgment.

 

## **2.3**          Amendment of Section 1.7(n)

## ** **

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

 

(n)           Any debt, liability or obligation (x) foremployees who are not Continuing Employees, except as provided in Section1.6(k), 1.6(1), 5.11 and 8.4(e) and (y) as otherwise provided for in Schedule8.4(g).

 

## **2.4**          Amendment to Section 3.21(b)

## ** **

Section 3.21(b) of the Purchase Agreement is herebydeleted 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 financialinstitutions in which any of the Transferred Subsidiaries in respect of theBusiness maintains an account, the account numbers and the names of all personsauthorized to sign checks, drafts or other instruments drawn thereon; and(ii) the names and locations of all banks or similar financialinstitutions in which any of the Selling Entities in respect of the Businessmaintains an account which is the subject of Schedule F to the TransitionalServices Agreement attached hereto as Exhibit C-2, the account numbers andthe names of all persons authorized to sign checks, drafts or other instrumentsdrawn thereon.”

 

## **2.5**          Amendment to Section 6.3

## ** **

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

 

**“6.3**        NoMaterial Adverse Change; Net Working Assets

** **

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

 

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## **2.6**          Amendment to Exhibits C-1 andC-2

## ** **

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

 

## **2.7**          Amendment to Section 7.8

## ** **

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

 

**“7.8****       ****Performance Bonds**

 

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

 

## **2.8**          Amendment to Section 8.4(e)(ii)

## ** **

Section 8.4(e)(ii) of thePurchase Agreement is hereby amended to add the following sentence at the endthereof:  “Purchaser agrees to payseverance under the Lamb U.K. Restructure Plan in accordance with the pastpractices of UNOVA U.K.”

 

## **2.9**          Addition of Sections 8.4(g) and8.4(h)

## ** **

Section 8.4 of the Purchase Agreement is herebyamended by attaching **Schedule 8.4(g)**in the form attached to this First Amendment and adding the following asSections 8.4(g) and 8.4(h):

 

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

** **

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

 

**(h)**           CertainAgreements Regarding UNOVA Canada Plan

** **

**(i)**            UNOVACanada Plan

** **

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

 

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**(ii)**           Treatmentof Certain Employees Under UNOVA Canada Plan

** **

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

 

**(iii)**         Assignmentof Rights, Obligations and Liabilities With Respect to UNOVA Canada Plan

** **

Effective as of the Transfer Date, the applicableSelling Entity shall assign and transfer to the Purchaser or applicablePurchasing Entity, and the Purchaser or Purchasing Entity shall assume, theSelling Entity’s rights, obligations and liabilities with respect to the UnovaCanada Plan and its related funding medium (the “***Fund***”).  Effective as of the Transfer Date, thePurchaser or a Purchasing Entity shall accept such assignment and transfer, andshall assume all obligations, liabilities, duties and responsibilities requiredof it as the successor sponsor and administrator of the Unova Canada Plan andthe Fund pursuant to the terms thereof and all applicable Law.  The Selling Entity and the Purchaser or PurchasingEntity each agree to do all things necessary to effect the assignment andtransfer of sponsorship of the Unova Canada Plan from the Selling Entity to thePurchaser or a Purchasing Entity. Without limiting the generality of the foregoing, the Selling Entityagrees to cause to be filed with the applicable Governmental Bodies, as soon aspracticable following the Transfer Date, such documentation as may be requiredby applicable Law or under the terms of the Unova Canada Plan and the Fund withrespect to such transfer and assumption of sponsorship of the Unova Canada Planand the Fund as provided for hereunder. The Purchaser or a Purchasing Entity shall, at its own expense, do allthings required of it under applicable Law to establish that it is a successorsponsor to the Selling Entity under the terms of the Unova Canada Plan asprovided hereunder and, without limiting the generality of the foregoing, thePurchaser or a Purchasing Entity agrees to prepare, as soon as practicablefollowing the Transfer Date, all such material as may be required to establishthe Purchaser or a Purchasing Entity as the sponsor and administrator of theUnova Canada Plan and to transfer to the Purchaser or a Purchasing Entity allof the Selling Entity’s rights, title and interest in and to any and all assetsheld in connection with the Unova Canada Plan and all contracts or arrangementsrelated thereto.

 

## **2.10**        Amendment to Section 8.10

## ** **

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

 

“The Purchasing Entities shall effect thesubstitution of its credit and/or the credit of the Cincinnati Lamb Group underthe Performance Bonds and have the Selling Entities released from liabilityunder such Performance Bonds within one year following the Transfer Date.  Pending such substitution, Purchaser shallreimburse the Selling Entities for all costs incurred by Selling Entities inmaintaining the Performance Bonds and shall pay such amounts promptly uponreceipt of an invoice therefor.  In theevent that the beneficiary of any of the Performance Bonds shall draw on thePerformance Bonds for any reason, the applicable Selling Entities shall

 

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be entitled to immediate reimbursement fromPurchaser for the amount so drawn plus all associated costs incurred by theSelling Entities.  The Selling Entitiesshall be entitled to draw on the Backup L/C in connection with suchreimbursement, and if the Backup L/C is insufficient to reimburse the SellingEntities, Purchaser shall immediately pay to the Selling Entities the amount ofany such shortfall in cash.  Schedule 7.8shall be updated monthly by the Parties and to the extent the RequiredPerformance Bond Amount is reduced, Purchaser shall be entitled to acorresponding reduction in the amount of the Backup L/C and the RequiredPerformance Bond Amount shall also be so reduced.”

 

## **2.11**        Addition of Section 8.18

## ** **

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

 

**“8.18**

 

The Parties undertake to arrange for the executionof the security documents providing for the second priority security interestover 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 PurchaseAgreement are hereby deleted in their entirety and replaced with the following:

 

**“(a)**         Misrepresentationor Breach of Warranty

** **

Any misrepresentation or breach of any of therepresentations or warranties of the Purchasing Entities set forth in thisAgreement or any of the Related Agreements;

 

**(b)**           Breachof Covenant or Agreement

** **

Any breach or nonfulfillment of any of thecovenants, agreements or other obligations of any of the Purchasing Entitiesset 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 thePurchase Agreement are each hereby deleted in their entirety and replaced bySchedules 3.9, 3.14, 3.21(b) and 8.16, respectively, in the form attachedto this First Amendment.

 

## **2.14**        Retained EnvironmentalLiabilities

## ** **

For the avoidance of doubt, the matters referencedon Schedule 2.11 are included within the definition of Retained EnvironmentalLiabilities.

 

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# **3.**             COUNTERPARTS

# ** **

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

 

*[Signature page follows]*

 

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IN WITNESS WHEREOF, the Selling Entities, Mainco andPurchaser have caused this First Amendment to be duly executed as of the datefirst 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:                                                               |

 

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| 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: |

 

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