Exhibit
4.1


 


THIRD AMENDMENT TO CREDIT AGREEMENT


 


This Third Amendment to Credit Agreement (this “Amendment”),
dated as of March 31, 2004, is made by and among various financial institutions
parties hereto (collectively, the “Lenders”), Bank of America, N.A., as
administrative and collateral agent for the Lenders (in its capacity as
administrative and collateral agent, the “Agent”), and UNOVA, Inc., a
Delaware corporation (the “Parent”), UNOVA Industrial Automation
Systems, Inc., a Delaware corporation, Intermec Technologies Corporation, a
Washington corporation, R & B Machine Tool Company, a Michigan
corporation, UNOVA JSM, Inc., formerly known as J.S. McNamara Company, a
Michigan corporation, Intermec IP Corp., a Delaware corporation, and UNOVA IP
Corp., a Delaware corporation (the Parent and each such corporation is
individually hereinafter referred to as a “Borrower” and the Parent
together with all such corporations are hereinafter collectively referred to as
the “Borrowers”).


 


R  E
C  I  T  A  L  S:


 


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


 


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


 


C.                                     WHEREAS,
the Borrowers, the Lenders and the Agent executed a Second Amendment to Credit Agreement
dated as of April 15, 2003 (the “Second Amendment”; the Credit
Agreement, as amended by the First Amendment and the Second Amendment, is
hereinafter referred to as the “Credit Agreement”); and


 


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


 


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


 


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


 


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


 

















 


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


 


“Prepayment.  Neither the Parent nor any of its domestic
Subsidiaries shall voluntarily prepay any Debt, except the Obligations in
accordance with the terms of this Agreement, unless (i) no Default or Event of
Default then exists or would exist after giving effect to any such payment,
(ii) after giving effect to such prepayment, Availability is equal to or
greater than $60,000,000, (iii) such prepayment is either (a) a voluntary,
permanent prepayment of Debt other than the Debt now or hereafter described in
the Indenture or (b) a voluntary prepayment of up to $60,000,000 in the
aggregate of the Debt now or hereafter evidenced by and described in the
Indenture, and (iv) Agent receives prior to such prepayment (A) a certification
from Borrowers, including without limitation a current Borrowing Base
Certificate and a calculation of Availability, confirming that Borrowers are in
compliance with the provisions of this Section 7.14 and (B) notice from
Borrowers notifying Agent that the contemplated prepayment is either (x) a
voluntary, permanent prepayment of Debt other than the Debt now or hereafter
evidenced by and described in the Indenture or (y) a voluntary, permanent
prepayment in the aggregate of not more than $60,000,000 of the Debt now or
hereafter evidenced by and described in the Indenture.  Notwithstanding anything to the contrary in
the first sentence of this Section 7.14, the proceeds (net of closing
costs, fees and expenses and an amount equal to the tax liabilities arising as
a result of any gain associated with such sale) of the sale of any Collateral
that is subject to a Lien, which is not prohibited by the terms hereof and is
prior to the Agent’s Lien, shall be applied first to repaying the Debt
evidenced by such Lien.”


 


4.                                       New
Borrower.  Notwithstanding anything
to the contrary in the Credit Agreement and provided no Default or Event of
Default then exists, Intermec Technologies Corporation is hereby authorized to
transfer its manufacturing and research and development assets located in the
State of Washington with a net tangible book value of approximately $50,000,000
to a new Subsidiary known as Intermec Technologies Manufacturing, LLC, a
limited liability company organized under the laws of the State of Washington,
which is either wholly owned by a Borrower or 99% owned by one of the Borrowers
and 1% owned by a Subsidiary that is not a Borrower.  Concurrently with such transfer, Intermec Technologies
Manufacturing, LLC shall execute a Joinder Agreement in the general form of
Exhibit A, attached hereto and made a part hereof, pursuant to which Intermec
Technologies Manufacturing, LLC shall assume, on a joint and several basis with
all other Borrowers, all of the obligations of the Borrowers under the Credit
Agreement and the other Loan Documents. 
In addition, Intermec Technologies Manufacturing, LLC and its parent(s)
shall execute and deliver to Agent concurrently therewith such other Loan
Documents as Agent shall deem necessary and appropriate in Agent’s reasonable
discretion to evidence and secure a pledge by its parent(s) of one hundred
percent of its ownership interest in Intermec Technologies Manufacturing, LLC
and a grant by Intermec Technologies Manufacturing, LLC of a security interest
in all of its assets to Agent for the benefit of Lenders.  Upon Intermec Technologies Manufacturing,
LLC’s execution of the Joinder Agreement and Agent’s acceptance thereof, Schedule
6.5 of the Credit Agreement shall be deemed to be updated to show Intermec
Technologies Manufacturing, LLC as a Borrower.


 


5.                                       Permitted
Acquisition.  Notwithstanding
anything to the contrary in the Credit Agreement, any Borrower is hereby
authorized to acquire all of the ownership interests in Autoscan Technology Pte
Ltd., a Singapore company, for an acquisition price of not more than


 


2

















 


$10,000,000 U.S. in the aggregate, provided no Default or Event of
Default then exists.  The documentation
relating to this acquisition shall be acceptable in all respects to Agent in
Agent’s reasonable discretion. 
Concurrently with the closing of the acquisition, such Borrower shall
pledge to Agent for the benefit of Lenders, on terms and conditions and subject
to documentation reasonably acceptable to Agent, sixty five percent of its
ownership interest in Autoscan Technology Pte Ltd.  In addition and notwithstanding anything to the contrary in the
Credit Agreement, the Agent and the Lenders hereby authorize any Borrower to
acquire or create additional foreign or domestic Subsidiaries in connection
with stock or asset purchases provided: (i) no Default or Event of Default
exists prior to and after the closing of any such acquisition; (ii) the
consideration paid for all such acquisitions does not exceed $15,000,000 in the
aggregate; (iii) domestic Subsidiaries so acquired will be added as Borrowers
to the Credit Agreement pursuant to a Joinder Agreement in the general form of
Exhibit A attached hereto and otherwise pursuant to documentation in form and
content reasonably acceptable to Agent; (iv) any domestic Subsidiary so
acquired shall grant to Agent for the benefit of Lenders a security interest in
all of its assets and the applicable Borrower shall pledge all of its ownership
interests in such domestic Subsidiary to Agent for the benefit of Lenders
pursuant to documentation reasonably acceptable in all respects to Agent; and
(v) the applicable Borrower shall pledge sixty five percent of its ownership
interest in any foreign Subsidiary so acquired to Agent for the benefit of
Lenders on terms and conditions and pursuant to documentation reasonably
acceptable to Agent.  Borrowers are
hereby authorized and required to update Schedule 6.5 of the Credit
Agreement from time to time to reflect the existence of Subsidiaries created or
acquired pursuant to the provisions of this paragraph or other applicable
provisions of the Credit Agreement.


 


6.                                       Permitted
Recapitalization of Honsberg Lamb Sonderwerkzeugmachinen GmbH.  At the request of Borrowers and
notwithstanding anything to the contrary in the Credit Agreement, Agent and the
Lenders hereby agree that Parent or one of the other Borrowers may contribute
up to $20,000,000 U.S. in cash as additional equity into Honsberg Lamb
Sonderwerkzeugmachinen GmbH (“Honsberg”).  The Borrowers agree that Honsberg will use, and Borrowers will
cause Honsberg to use, the full amount of the additional equity to pay down
existing intercompany loans owed to Honsberg from foreign Affiliates of
Borrowers.  Furthermore, Borrowers
covenant that Borrowers will cause the foreign Affiliates to use the proceeds
from the repayment of the referenced loans to pay down intercompany payables
owed by such foreign Affiliates to one or more of the Borrowers in the full
amount of the equity contributed to Honsberg. 
Borrowers covenant and agree that the series of transactions described
in this Paragraph 6 will be completed no later than 30 days from the date that
any additional equity is first infused into Honsberg.  Concurrently with the completion of each stage of the referenced
series of transactions, Borrowers shall provide Agent for the benefit of
Lenders with (i) written evidence reasonably acceptable to Agent that such
stage has been completed as permitted hereunder and (ii) following completion
of the last stage of the series of transactions, written evidence reasonably
acceptable to Agent that the transactions were completed within the time period
set forth above and that accounts payable that the foreign Affiliates owed to
Borrowers have been permanently reduced by the full amount of the equity
infused into Honsberg.


 


7.                                       Amendment
to Sections 6.5 and 7.28 and Intermec International Inc.  The words “and Intermec International Inc.,
a Washington corporation” are hereby added after the words “Except for Factory
Power” in the second sentence of Section 6.5 of the Credit
Agreement;  the word “tangible” is
hereby inserted in Section 7.28 of the Credit Agreement after the word
“net” and


 


3

















 


before the word “tangible” to correct a scrivener’s error.  At the request of Borrowers and
notwithstanding anything to the contrary in the Credit Agreement, Intermec
International Inc., a Washington corporation and a wholly-owned subsidiary of
Parent, shall not be required to become an additional Borrower under the Credit
Agreement unless and until its assets at any time measured at net tangible book
value exceed $10,000,000.  The foregoing
agreement on the part of the Lenders shall not be deemed to limit or restrict
the provisions of Sections 6.5 or 7.28, as modified hereinabove,
of the Credit Agreement with respect to any other Subsidiary (other than
Factory Power).


 


8.                                       Permitted
Stock Contribution and Related Transactions.  At Borrower’s request and notwithstanding anything to the
contrary in the Credit Agreement, the Agent and the Lenders hereby agree that
UNOVA UK Limited may contribute the stock of Cincinnati Machine UK Holdings
Limited, its wholly-owned subsidiary, to Cincinnati Machine Holdings UK
Limited, provided Cincinnati Machine UK Holdings Limited is then liquidated or
merged into Cincinnati Machine Holdings UK Limited.  In addition, Intermec International Inc. is hereby authorized to
permit or consummate a transaction in which the stock or assets of Intermec
Holdings B.V., Intermec Printer AB or Intermec Technologies AB are merged up
and into Intermec International Inc. or another Subsidiary of Intermec
International Inc., at the discretion of Intermec International Inc., through
liquidation or merger and on terms and subject to documentation reasonably
acceptable to Agent.


 


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


 


“Liens.  Neither the Parent nor any of the other
Borrowers shall create, incur, assume, or permit to exist any Lien on any
property now owned or hereafter acquired by any of them, except (a) Permitted
Liens, provided that the amount of cash and cash equivalents subject to Liens
to third parties on the Closing Date relating to Liens identified in clause
(i) of the definition of “Permitted Liens” shall not exceed in the
aggregate $10,000,000 and the amount thereof after the Closing Date shall not
at any time exceed $20,000,000 in the aggregate and the obligations secured by
such Liens shall be deemed either to be permitted Debt of the Borrowers listed
on Schedule 6.9 hereof or permitted Guaranties under Section 7.13
hereof, (b) Liens, if any, in effect as of the Closing Date and described in Schedule
6.9 securing Debt described in Schedule 6.9 and any permitted
refinancings, renewals or extensions of such Debt, (c) Liens securing Capital
Leases and purchase money Debt permitted in Section 7.13, (d) other
Liens securing liabilities in an aggregate amount not to exceed $5,000,000 at
any time, and (e) Liens on property acquired by Borrowers that is subject to
such Liens at the time of acquisition, provided the Debt secured by such Liens
constitutes Permitted Debt or such Liens are otherwise permitted under Section
7.18(c) or 7.18(d).”


 


10.                                 Subsidiary
Name Change.  Agent and the Lenders
hereby acknowledge that Borrowers have advised them that Intermec Technologies
S.A. has changed its name to Intermec Technologies S.A.S. and Intermec Scanner
Technologies Center S.A. has changed its name to Intermec Scanner Technologies
Center S.A.S.  To the extent that Agent
is holding a pledge or is entitled to receive a pledge of any portion of the
stock or other ownership interest of either or both of these two entities, at
Agent’s request and at Borrowers’ expense, Borrowers will provide Agent with
appropriate documents or amendments to the pledges reflecting these name
changes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(f)                                    The
Term Loans have been repaid in full, all obligations owed by the Borrowers to
the Term Debt Lender have been repaid in full other than contingent obligations
which survive such repayment and the terms of the documents governing the Term
Loans and as the date hereof all Term Debt Lender’s Liens have been fully and
finally released and extinguished other than 


 


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terminations, filings and recordings that have been submitted to
appropriate authorities and are currently still being processed in connection
therewith.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(SIGNATURE PAGES FOLLOW)


 


7

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date first above written.


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  UNOVA, INC.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth L. Cohen

  
	
   

  	
  Name:

  	
  Kenneth L. Cohen

  
	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  
	
   

  	
   

  
	
   

  	
  UNOVA INDUSTRIAL AUTOMATION

  SYSTEMS, INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth L. Cohen

  
	
   

  	
  Name:

  	
  Kenneth L. Cohen 

  
	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  
	
   

  	
   

  
	
   

  	
  INTERMEC TECHNOLOGIES

  CORPORATION, a Washington corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth L. Cohen 

  
	
   

  	
  Name:

  	
  Kenneth L. Cohen 

  
	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  
	
   

  	
   

  
	
   

  	
  R & B MACHINE TOOL COMPANY,

  a Michigan corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth L. Cohen 

  
	
   

  	
  Name:

  	
  Kenneth L. Cohen 

  
	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  
	
   

  	
   

  
	
   

  	
  UNOVA JSM, Inc., formerly known as

  J.S. MCNAMARA COMPANY, a Michigan

  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth L. Cohen 

  
	
   

  	
  Name:

  	
  Kenneth L. Cohen 

  
	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  INTERMEC IP CORP.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth L. Cohen 

  
	
   

  	
  Name:

  	
  Kenneth L. Cohen 

  
	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  UNOVA IP CORP.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth L. Cohen 

  
	
   

  	
  Name:

  	
  Kenneth L. Cohen 

  
	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  
						



 

















 


	
   

  	
  AGENT:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott S. Ward

  
	
   

  	
  Name:

  	
  Scott S. Ward

  
	
   

  	
  Title:

  	
  V.P

  
					



 


 


	
   

  	
  LENDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott S. Ward

  
	
   

  	
  Name:

  	
  Scott S. Ward

  
	
   

  	
  Title:

  	
  V.P

  
								



 


 


	
   

  	
  HELLER FINANCIAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Howard Bailey

  
	
   

  	
  Name:

  	
  Howard Bailey

  
	
   

  	
  Title:

  	
  Duly Authorized
  Signatory

  
					



 


 


	
   

  	
  THE CIT GROUP/BUSINESS CREDIT,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Caskey

  
	
   

  	
  Name:

  	
  Donald Caskey

  
	
   

  	
  Title:

  	
  V.P.

  
					



 


 


	
   

  	
  CONGRESS FINANCIAL

  CORPORATION (WESTERN)

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Truax

  
	
   

  	
  Name:

  	
  Paul Truax

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
   

  	
  GMAC COMMERCIAL FINANCE LLC

  Successor to

  GMAC Business Credit, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael O’Connor

  
	
   

  	
  Name:

  	
  Michael O’Connor

  
	
   

  	
  Title:

  	
  Vice President

  
						



 

















 


EXHIBIT A


 


JOINDER
AGREEMENT


 


This Joinder Agreement (the “Joinder”) is made as of
the
             
day of
                     ,
200   by and between the undersigned
                               ,
a
                                  
(“Subsidiary”) and a subsidiary of
                              ,
a                       
corporation, and Bank of America, N.A., a national banking association, as
agent (“Agent”) for itself and for various other lenders (collectively, the
“Lenders”) to the Credit Agreement (as hereinafter defined).  All capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed thereto in the
Credit Agreement.


 


WHEREAS, UNOVA, Inc., a Delaware corporation (the “Parent”),
UNOVA Industrial Automation Systems, Inc., a Delaware corporation, Intermec
Technologies Corporation, a Washington corporation, R & B Machine
Tool Company, a Michigan corporation, J.S. McNamara Company, a Michigan
corporation,  Intermec IP Corp., a
Delaware corporation, and UNOVA IP Corp., a Delaware corporation (the Parent
and each such corporation is individually hereinafter referred to as a “Borrower”
and the Parent together with such corporations and with any other entities that
have assumed all of the liabilities and obligations of such corporations under
the Credit Agreement are hereinafter collectively referred to as, the “Borrowers”)
and M M & E, Inc., a Nevada corporation, the Lenders, Agent
and Heller Financial, Inc., as syndication agent, for the Lenders  executed
that certain Credit Agreement dated as of July 12, 2001 (as amended from time
to time, the “Credit Agreement”) pursuant to which the Lenders have
agreed to make available to the Borrowers a revolving line of credit for loans
and letters of credit (collectively, the “Loans”);


 


WHEREAS, Subsidiary has been created or acquired by
the Parent or one of the other Borrowers and wishes to request and receive
Loans under the Credit Agreement as set forth therein and, as a result of the
foregoing and pursuant to the definition of “Borrowers” in the Credit
Agreement, Subsidiary is either required or has requested to become a Borrower
and a joint and several co-obligor with the Borrowers under the Credit
Agreement and the other Loan Documents; and


 


WHEREAS, Subsidiary has agreed to execute this Joinder
and to become a Borrower under the Credit Agreement.


 


NOW, THEREFORE, for and in consideration of the
premises and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:


 


1.                                       Joinder
in Credit Agreement.  Subsidiary
hereby assumes, and agrees to perform, for the benefit of Lenders, all of the
Obligations of a Borrower under the Credit Agreement and the other Loan
Documents, as direct and primary obligations of Subsidiary (including any such
Obligations that may have accrued prior to the date hereof or that are
outstanding as of the date hereof), including, without limitation, its
Obligations with respect to the Loans, and Subsidiary agrees that it shall
comply with and be fully bound by the terms of the Credit Agreement and the
other Loan Documents as if it had been a signatory thereto as of the original
date thereof;


 

















 


provided that the representations and warranties made by Subsidiary
thereunder shall be deemed true and correct only as of and after the date of
this Joinder. As a Borrower under the Credit Agreement, Subsidiary shall
execute all Notes, if any, required by Agent for the benefit of Lenders for any
Loans made, assumed or to be made, from time to time, by Lenders to such
Subsidiary, and Subsidiary agrees to pay all Obligations owing by it to
Lenders, including all payments of principal, interest and other charges due
from time to time with respect to the Loans made, assumed or available to such
Subsidiary. Upon acceptance of this Joinder by Agent on behalf of the Lenders,
Subsidiary shall be entitled to all of the benefits of a Borrower under the
Credit Agreement and the other Loan Documents.


 


2.                                       Unconditional
Joinder.  Subsidiary acknowledges
that such Subsidiary’s Obligations as a party to this Joinder are unconditional
and are not subject to the execution of one or more Joinders by other
subsidiaries of Parent or the other Borrower’s or any other parties.


 


3.                                       Grant
of a Security Interest.  Subsidiary
shall concurrently herewith or, as soon hereafter as Agent shall agree, grant a
security interest to Agent, for the benefit of Agent and the Lenders, in all of
its property and assets, pursuant to such documentation as Agent and its
counsel shall reasonably deem necessary or appropriate to perfect in favor of
Agent, for the benefit of Agent and Lenders, a first priority security interest
in all such property or assets, except for such Permitted Liens as Agent shall
approve in its reasonable discretion.


 


4.                                       Reliance.  Agent and Lenders shall be entitled to rely
on this Joinder as evidence that Subsidiary has joined as a Borrower under the
Credit Agreement and the other Loan Documents and is fully obligated thereunder
as a Borrower.


 


5.                                       Incorporation
by Reference.  All terms and
conditions of the Credit Agreement, the other Loan Documents, including, but
not limited to, all representations, warranties, covenants, indemnities,
guaranties and other obligations of Borrowers, waivers and choice of law
provisions thereunder are hereby incorporated by reference in this Joinder as
if set forth herein in full.


 


6.                                       Schedule
6.5  Upon the execution of the
Joinder, Schedule 6.5 of the Credit Agreement shall automatically be
deemed updated to include Subsidiary.


 


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


 


[SIGNATURE
PAGE FOLLOWS]


 

















 


IN
WITNESS WHEREOF, the parties hereto have executed and
delivered this Joinder Agreement as of the date set forth above.


 


	
   

  	
  SUBSIDIARY:

  
	
   

  	
   

  
	
   

  	
                                               ,
  a                           

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AGENT:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as Agent as

  aforesaid

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: