EXHIBIT 4.7
AMENDMENT NO. 2 TO AMENDED AND
RESTATED CREDIT AGREEMENT
AMENDMENT dated as of September 19, 1997 to the Amended and Restated
Credit Agreement dated as of March 19, 1997 (as heretofore amended, the
"CREDIT AGREEMENT") among WESTERN ATLAS INC. (the "BORROWER"), the BANKS
party thereto (the "BANKS"), XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as
Agent (the "AGENT") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, THE BANK OF NEW YORK, THE CHASE MANHATTAN BANK, CIBC INC., THE
FIRST NATIONAL BANK OF CHICAGO, NATIONSBANK OF TEXAS, N.A. and XXXXX FARGO
BANK, N.A., as Co-Agents.
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Borrower proposes to distribute to its shareholders all
capital stock of UNOVA, Inc., a new company comprising the industrial
technologies businesses of the Borrower (the "Spin-Off"); and
WHEREAS, the consummation of the Spin-Off requires certain modifications
to the Credit Agreement and the Subsidiary Guarantee Agreement referred to
therein;
NOW, THEREFORE, 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, WAIVER AND CONSENT. (a) The second sentence of
Section 5.06 of the Credit Agreement is deleted.
(b) The Banks hereby waive any Default arising under Section 5.09 of the
Credit Agreement solely by reason of the consummation of the Spin-Off.
(c) The Banks hereby consent to the execution and delivery by the Agent
of Amendment No. 1 to the Subsidiary Guarantee Agreement in substantially the
form of Exhibit A to this Amendment.
SECTION 3. REPRESENTATIONS OF BORROWER. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set
forth in Article IV of the Credit Agreement will be true on and as of the
Amendment Effective Date and (ii) no Default will have occurred and be
continuing on such date.
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 on the
date (the "AMENDMENT EFFECTIVE DATE") on which the Agent shall have received
from each of the Borrower and the Required Banks a counterpart hereof 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.
WESTERN ATLAS INC.
By: /s/ Xxxx X. Xxxxxx
-------------------------
Title: Treasurer
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Xxxx X. Xxxx
-------------------------
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------------
Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Title: Managing Director
CIBC INC.
By: /s/ Xxxx X. Xxxxx
-------------------------------
Title: Director, CIBC Wood Gundy
Securities Corp., as Agent
THE FIRST NATIONAL BANK OF
CHICAGO
By: /s/ Xxx X. Xxxxxxxx, III
-------------------------------
Title: Corporate Banking Officer
NATIONSBANK OF TEXAS, N.A.
By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Title: Vice President
XXXXX FARGO BANK, N.A.
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Title: Vice President
By: /s/ Xxxxx X. Xxxxxxxxxxxxx
-------------------------------
Title: Vice President
BANK OF HAWAII
By: /s/ Xxxxxx X. Xxxxxxx, III
-------------------------------
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------
Title: Managing Director
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Title: Vice President
DRESDNER BANK A.G., NEW YORK
BRANCH AND GRAND CAYMAN BRANCH
By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Title: Assistant Vice President
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Title: Vice President
MELLON BANK, N.A.
By: /s/ Xxxxxxxx X. Xxxx
-------------------------------
Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ Xxxx X. Xxxxx
-------------------------------
Title: Second Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxxxxxxx Xxxxxx
-------------------------------
Title: Vice President
EXHIBIT A
TO AMENDMENT NO. 2 TO THE AMENDED
AND RESTATED CREDIT AGREEMENT
AMENDMENT NO 1. TO AMENDED AND
RESTATED SUBSIDIARY GUARANTEE AGREEMENT
AMENDMENT dated as of September 19, 1997 to the Amended and Restated
Subsidiary Guarantee Agreement dated as of March 19, 1997 (the "Subsidiary
Guarantee Agreement") among Western Atlas Inc. (the "Borrower"), the
Guarantors referred to therein and Xxxxxx Guaranty Trust Company of New York,
as Agent (the "Agent").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Borrower proposes to distribute to its shareholders all
capital stock of UNOVA, Inc., a new company comprising the industrial
technologies businesses of the Borrower (the "Spin-Off"); and
WHEREAS, the consummation of the Spin-Off requires modification
of the Subsidiary Guarantee Agreement;
NOW, THEREFORE, 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 Subsidiary
Guarantee Agreement has the meaning assigned to such term in the Subsidiary
Guarantee 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 Subsidiary
Guarantee Agreement shall, after this Amendment becomes effective, refer to
the Subsidiary Guarantee Agreement as amended hereby.
SECTION 2. RELEASE OF GUARANTOR. Simultaneously with and automatically
upon consummation of the Spin-Off, the Subsidiary Guarantee Agreement shall
terminate as to Intermec Corporation, and Intermec Corporation shall cease to
be a Guarantor thereunder, all without further action by any party hereto.
SECTION 3. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. 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 5. EFFECTIVENESS. This Amendment shall become effective on the
date on which the Agent shall have received from each of the parties hereto a
counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Agent) that such party has signed a
counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the date first
above written.
WESTERN ATLAS INC.
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Title: Treasurer
INTERMEC CORPORATION
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Title: Treasurer
WESTERN ATLAS INTERNATIONAL, INC.
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Title: Treasurer
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Title: Vice President
