1
EXHIBIT 4.5
AMENDMENT NO. 4 TO CREDIT AGREEMENT
AMENDMENT dated as of November 24, 1999 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 MORGAN
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. Amendments.
(a) The Pricing Schedule annexed to this Amendment No. 4 is hereby
substituted for the Pricing Schedule annexed to the Existing Agreement.
(b) The following definition is added to Section 1.01 in its alphabetic
position:
"Borrower's 1998 Form 10-K" means the Borrower's annual report on
Form 10-K for 1998, as filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934.
(c) Section 2.07(a) is amended to read as set forth below:
Section 2.07. Interest Rates. (a) Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from
the date such Loan is made until it becomes due, at a rate per annum
equal to the sum of the Base Rate plus the Base Rate Margin for such
day. Such interest shall be payable for each Interest Period on the last
day thereof. Any overdue principal of or interest on any Base Rate Loan
shall bear interest, payable on
2
demand, for each day until paid at a rate per annum equal to the sum of
2% plus the rate otherwise applicable to Base Rate Loans for such day.
"Base Rate Margin" means a rate per annum determined in
accordance with the Pricing Schedule.
(d) The reference to December 31, 1996 in Section 4.04(a) is changed to
December 31, 1998, and the reference to the "Borrower's Form 10" is changed to
the "Borrower's 1998 Form 10-K".
(e) The date June 30, 1997 appearing in Sections 4.04(b) and 4.04(c) is
changed to September 30, 1999, and each reference in Section 4.04(b) to "six" is
changed to "nine."
(f) Section 4.13 is added to Article IV, Representations and Warranties,
to read as follows:
Section 4.13. Year 2000 Compliance. The Borrower has (i)
initiated a review and assessment of all areas within the business and
operations of the Borrower and each of its Subsidiaries (including those
areas affected by suppliers and vendors) that could be adversely
affected by the "YEAR 2000 PROBLEM" (that is, the risk that computer
applications used by it or any of its Subsidiaries (or their respective
suppliers and vendors) may be unable to recognize and perform properly
date-sensitive functions involving certain dates prior to and any date
after December 31, 1999), (ii) developed a plan and timeline for
addressing the Year 2000 Problem on a timely basis and (iii) to date,
implemented such plan in accordance with such timetable. The Borrower
reasonably believes that all computer applications (including those of
suppliers and vendors) that are material to the business or operations
of the Borrower or any of its Subsidiaries will on a timely basis be
able to perform properly date-sensitive functions for all dates before
and from and after January 1, 2000 (that is, be "YEAR 2000 COMPLIANT"),
except to the extent that a failure to do so could not reasonably be
expected to have a Material Adverse Effect.
(g) 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:
2
3
Period Maximum Ratio
------ -------------
Effective Date- 3.95 to 1.0
March 30, 2001
March 31, 2001 and 3.5 to 1.0
thereafter
SECTION 3. Representations of Borrower. The Borrower represents and
warrants, as of the date hereof and after giving effect hereto, that (i) the
representations and warranties of the Borrower set forth in Article 4 of the
Credit Agreement are true and (ii) no Default has occurred and is continuing.
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.
4
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/ Elmer C. Hull, Jr.
----------------------------------------
Title: Vice President and Treasurer
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Robert Bottamedi
----------------------------------------
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ Michelle L. Hilse
----------------------------------------
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Jennifer S. Ellerman
----------------------------------------
Title: Vice President
5
THE CHASE MANHATTAN BANK
By: /s/ Lenard Weiner
----------------------------------------
Title: Managing Director
CIBC INC.
By: /s/ Lindsay Gordon
----------------------------------------
Title: Executive Director
BANK ONE, NA
F/K/A THE FIRST NATIONAL
BANK OF CHICAGO
By: /s/ Mark A. Isley
----------------------------------------
Title: First Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ Thomas G. Muoio
----------------------------------------
Title: Vice President
By: /s/ Jennifer E. Toth
----------------------------------------
Title: Analyst
6
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN
BRANCHES
By: /s/ A. Richard Morris
----------------------------------------
Title: First Vice President
By: /s/ Ken Hamilton
----------------------------------------
Title: Senior Vice President
MELLON BANK, N.A.
By: /s/ L. C. Ivey
----------------------------------------
Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ David J. Mitchell
----------------------------------------
Title: Vice President
7
PRICING SCHEDULE
The "EURO-DOLLAR MARGIN", "CD MARGIN", "BASE RATE MARGIN" and "FACILITY
FEE RATE" for any day are the respective percentages set forth below in the
applicable row under the column corresponding to the Status that exists on such
day:
- ------------------------------------------------------------------------------------------------------
Level Level Level Level Level Level
Status I II III IV V VI
- ------------------------------------------------------------------------------------------------------
Euro-Dollar Margin
Usage <25% .32% .40% .50% .60% .95% 1.25%
Usage =>25% .42% .525% .625% .725% .95% 1.25%
- ------------------------------------------------------------------------------------------------------
CD Margin
Usage <25% .445% .525% .625% .725% 1.075% 1.375%
Usage =>25% .545% .65% .75% .85% 1.075% 1.375%
- ------------------------------------------------------------------------------------------------------
Base Rate Margin .00% .00% .00% .00% .00% .50%
- ------------------------------------------------------------------------------------------------------
Facility Fee Rate .08% .10% .125% .15% .175% .25%
- ------------------------------------------------------------------------------------------------------
For purposes of this Schedule, the following terms have the following
meanings:
"LEVEL I STATUS" exists at any date if, at such date, the Borrower's
long-term debt is rated A/A2 or higher by at least two Rating Agencies.
"LEVEL II STATUS" exists at any date if, at such date, the Borrower's
long-term debt is rated A-/A3 or higher by at least two Rating Agencies and (ii)
Level I Status does not exist at such date.
"LEVEL III STATUS" exists at any date if, at such date, the Borrower's
long-term debt is rated BBB+/Baa1 or higher by at least two Rating Agencies and
(ii) neither Level I Status nor Level II Status exists at such date.
"LEVEL IV STATUS" exists at any date if, at such date, the Borrower's
long-term debt is rated BBB/Baa2 or higher by at least two Ratings Agencies and
(ii) none of Level I Status, Level II Status, Level III Status exists at such
date.
"LEVEL V STATUS" exists at any date if, at such date, the Borrower's
long-term debt is rated BBB-/Baa3 or higher by at least two Rating Agencies and
(ii) none of Level I Status, Level II Status, Level III Status or Level IV
Status exists as such date.
8
"LEVEL VI STATUS" exists at any date, if at the close of business on
such date, none of Level I Status, Level II Status, Level III Status, Level IV
Status or Level V Status exists.
"PRICING" refers to the determination of which of Level I Pricing, Level
II Pricing, Level III Pricing, Level IV Pricing, Level V Pricing or Level VI
Pricing applies at any date.
"STATUS" refers to the determination of which of Level I Status, Level
II Status, Level III Status, Level IV Status, Level V Status or Level VI Status
exists at any date.
The "USAGE" applicable to any date is the percentage equivalent of a
fraction the numerator of which is the aggregate outstanding principal amount of
the Loans at such date and the denominator of which is the aggregate amount of
the Commitments at such date. If for any reason any Loans remain outstanding
following the termination of the Commitments, Usage will be deemed to be 25% or
more.
The credit ratings to be utilized for purposes of determining a Status
hereunder are those assigned to the senior unsecured debt of the Borrower
without third-party credit enhancement, and any rating assigned to any other
debt of the Borrower shall be disregarded; provided that if at any time the
Borrower's senior unsecured debt is rated by exactly two Rating Agencies and the
ratings assigned to such debt by such two Rating Agencies are more than one full
rating category apart, Status shall be determined based on a rating one category
higher than the lower of such two ratings (e.g., if the S&P rating is A+, the
Moody's rating is Baa1 and there is no D&P rating, then Level II Status shall
exist); provided further that if at any time the Borrower's senior unsecured
debt, without third party credit enhancement, is not rated by at least two
Rating Agencies, then Status shall be Level VI Status. The rating in effect at
any date is that in effect at the close of business on such date.