EXHIBIT 4.8
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT dated as of September 24, 1998 to the Credit Agreement dated
as of September 24, 1997 (as heretofore amended, the "CREDIT AGREEMENT")
among UNOVA, INC. (the "BORROWER"), the BANKS party thereto (the "BANKS") and
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "AGENT").
The parties hereto agree as follows:
SECTION 1. DEFINED TERMS: REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit
Agreement has the meaning assigned to such term in the Credit Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other
similar reference contained in the Credit Agreement shall, after this
Amendment becomes effective, refer to the Credit Agreement as amended hereby.
SECTION 2. AMENDMENT. Section 5.05 is amended to read in its entirety as
set forth below:
SECTION 5.05. LEVERAGE RATIO. The Leverage Ratio will not exceed, at
any time during any period set forth below, the maximum ratio set forth
below for such period:
Period Maximum Ratio
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Effective Date-
March 30, 2000 3.5 to 1.0
March 31, 2000-
March 30, 2001 3.0 to 1.0
March 31, 2001 and
thereafter 2.75 to 1.0
SECTION 3. REPRESENTATIONS OF BORROWER. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set
forth in Article 4 of the Credit Agreement are true on and as of the date
hereof and (ii) no Default has occurred and is continuing on and as of the
date hereof.
SECTION 4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
SECTION 6. EFFECTIVENESS. This Amendment shall become effective as of
the date hereof when the Agent shall have received from each of the Borrower
and Banks comprising the Required Banks a counterpart hereof duly signed by
such party or facsimile or other written confirmation (in form satisfactory
to the Agent) that such party has signed a counterpart hereof.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
UNOVA, INC.
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Treasurer
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS
ASSOCIATION
By: /s/ Xxxx X. Xxxx
-----------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
CIBC INC.
By: /s/ Xxxxxxxxx X. XxXxxx
-----------------------------------
Name: Xxxxxxxxx X. XxXxxx
Title: Executive Director
CIBC Xxxxxxxxxxx Corp.,
as Agent.
THE FIRST NATIONAL BANK
OF CHICAGO
By: /s/ Xxxx X. Xxxxx
-----------------------------------
Name: Xxxx X. Xxxxx
Title: First Vice President
NATIONSBANK OF TEXAS, N.A.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
DRESDNER BANK A.G., NEW YORK
BRANCH AND GRAND CAYMAN
BRANCH
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Assistant Treasurer
By: /s/ B. Xxxxx Xxxxxxxx
-----------------------------------
Name: B. Xxxxx Xxxxxxxx
Title: Vice President
THE FUJI BANK, LIMITED
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: Joint General Manager
MELLON BANK, N.A.
By: /s/ X. X. Xxxx
-----------------------------------
Name: X. X. Xxxx
Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Second Vice President
