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EXHIBIT 4.16
AMENDMENT NO. 1 TO THE
RECEIVABLES PURCHASE AGREEMENT
AMENDMENT NO. 1 (this "Amendment"), dated as of December 15, 1999 to
the RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or otherwise
modified and in effect from time to time, the "Agreement"), dated as of June 18,
1999, between KCH FUNDING, L.L.C., a Delaware limited liability company, as
purchaser (in such capacity, the "Purchaser") and UNOVA, INC., a Delaware
corporation, as the seller (in such capacity, the "Seller").
PRELIMINARY STATEMENTS
WHEREAS, the parties hereto have entered into the Agreement whereby
the Seller shall sell and assign from time to time such certain accounts
receivable to the Purchaser subject to the terms and conditions of the Agreement
and the Purchaser shall purchase from the Seller from time to time such accounts
receivable; and
WHEREAS, the parties to the Agreement desire to make a certain
amendments to the Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions. Except as otherwise stated herein, capitalized terms
not defined herein shall have the respective meanings assigned to them in the
Agreement.
2. Amendments to the Agreement.
(a) The first recital to the Agreement is hereby amended to read
in its entirety as follows:
"WHEREAS, the Purchaser desires to purchase from the Seller from
time to time certain accounts receivable owing from Obligors which
are purchased from the divisions listed on Annex 1 hereto of UNOVA
Industrial Automation Systems, Inc., a Delaware corporation ("IAS"),
Intermec Technologies Corporation, a Washington corporation
("Intermec"), M M & E, Inc., a Nevada corporation ("MM&E," together
with such divisions of IAS and Intermec, and other divisions of IAS
or other entities which are listed on Annex 1 as such annex may from
time to time be amended by the written agreement of the parties
hereto, collectively, the "Originator Subsidiaries") and which are
generated in the normal course of the Originator Subsidiaries'
business pursuant to, or evidenced by, purchase orders, invoices or
other written agreements or with invoices on open accounts;"
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(b) Exhibit B to the Agreement is hereby amended to read in its
entirety as set forth in Exhibit A hereto.
(c) Exhibit D to the Agreement is hereby amended to read in its
entirety as set forth in Exhibit B hereto.
(d) Annex 1 to the Agreement is hereby amended to read in its
entirety as set forth in Exhibit C hereto.
3. Representations and Warranties. To induce the Purchaser to enter
into this Amendment, the Seller hereby represents and warrants as of the
Effective Date (as hereinafter defined) that:
(a) it has the power, authority and legal right to make and
deliver this Amendment and to perform its obligations under the
Agreement, as amended by this Amendment, without any notice, consent,
approval or authorization not already obtained, and that it has taken
all necessary action to authorize the same.
(b) the making and delivery of this Amendment and the performance
of the Agreement, as amended by this Amendment, do not violate any
provision of law or any regulation, or its charter or by-laws, or result
in the breach of or constitute a default under or require any consent
under any indenture or other agreement or instrument to which it is a
party or by which it or any of its properties may be bound or affected.
The Agreement, as amended by this Amendment, constitutes its legal,
valid and binding obligation, enforceable against it in accordance with
its terms, except as the enforceability thereof may be limited by any
applicable bankruptcy, reorganization, insolvency, moratorium or other
laws affecting creditors' rights generally.
(c) The representations and warranties made by it contained in
any Transaction Document are true and correct on and as of the date of
this Amendment and after giving effect hereto.
(d) No Termination Event or Potential Termination Event has
occurred and is continuing under the Agreement as of the date of this
Amendment and after giving effect hereto.
4. Conditions to Closing. On or prior to the date of execution
hereof, the Agent shall have received original copies of this Amendment and each
of the documents set forth in Exhibit B to Amendment No. 2 to the Transfer
Agreement, each in form and substance satisfactory to the Agent.
5. Effective Date. The effective date of this Amendment (the
"Effective Date") is June 18, 1999.
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6. Reference to and Effect on the Transaction Documents. On and
after the Effective Date (i) each reference in the Agreement to "This
Agreement", "hereunder", "hereof" or words of like import, and each reference in
any other Transaction Document to "the Receivables Purchase Agreement",
"thereunder", "thereof" or words of like import, referring to the Agreement,
shall mean and be a reference to the Agreement as amended hereby.
7. Agreement and all other Transaction Documents in Full Force and
Effect. Except as specifically amended hereby, each Transaction Document and
shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of the Lender, any Bank Investor or the Agent under
any Transaction Document, nor constitute a waiver of any provision of any
Transaction Document.
8. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original and all of which taken together
shall constitute a single instrument with the same effect as if the signatures
thereto and hereto were upon the same instrument.
9. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
KCH FUNDING, L.L.C.,
as Purchaser
By: /s/ Elmer C. Hull, Jr.
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Title: Treasurer
UNOVA, INC.,
as Seller
By: /s/ Elmer C. Hull, Jr.
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Title: VP & Treasurer
The foregoing Amendment No. 1
to Receivables Purchase Agreement has
been acknowledged and consented to by:
Bank of America, N.A., as successor by
merger to Nationsbank, N.A.
By: /s/ Robert R. Wood
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Title: Vice President
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EXHIBIT A
EXHIBIT B
[TO THE RPA]
Principal Places of Business and
Location of Records
1. UNOVA, Inc.
21900 Burbank Blvd.
Woodland Hills, CA 91367-7418
Phone: (818) 992-2880
Fax: (818) 992-2627
Location of Records: California
2. UNOVA Industrial Automation Systems, Inc.
5663 East Nine Mile Road
Warren, MI 48091 USA
Phone: (810) 497-6000
Fax: (870) 497-6082
Location of Records: Warren, MI; Cincinnati, OH
a) Lamb Technicon Machining Systems
5363 E. Nine Mile Road
Warren, MI 48091-2593
b) Lamb Technicon Body and Assembly Systems
29770 Commerce Blvd.
Chesterfield Township, ME 48051
c) Cincinnati Machine
4701 Marburg Avenue
Cincinnati, OH 45209-1025
3. Intermec Technologies Corporation
6001 36th Avenue West
P.O. Box 4280
Everett, WA 98203-9280
Phone; (425) 345-2600
Fax: (425) 385-9551
Location of Records: Everett, WA; Cedar Rapids, IA; Fairfield, OH
In Cedar Rapids, IA
550 Second Street S.E.
Cedar Rapids, IA 52401
In Cincinnati, OH
9290 LeSaint Drive
Fairfield, OH 45014
4. M M & E, Inc.
255 South Fenway Drive
Fenton, Michigan 48430
Phone: (810) 750-7901
Fax: (810) 750-7990
Location of Records: 5363 E. Nine Mile Road, Warren, MI
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EXHIBIT B
EXHIBIT D
[TO THE RPA]
Former Names, Mergers
and Trade Names
(in last l8 months)
UNOVA, INC.
FORMER NAME(S)
None
MERGERS
None
TRADE NAMES
None
UNOVA INDUSTRIAL AUTOMATION SYSTEMS, INC.
FORMER NAME(S)
None
TRADE NAMES
for Lamb Technicon Machining Systems
- Lamb Technicon Machining Systems
- Lamb Assembly & Test
for Lamb Technicon Body & Assembly Systems
- Lamb Technicon Body & Assembly Systems
- Modern prototype
for Cincinnati Machine
- Cincinnati Milacron
MERGERS
None
INTERMEC TECHNOLOGIES CORPORATION
FORMER NAME(S)
None
MERGERS
Norand Corporation merged with and into Intermec Technologies Corporation on
December 28, 1997 Intermec/Ultra Print Inc. merged with and into Intermec
Technologies Corporation on January 16, 1998
TRADE NAMES
Intermec Technologies Corporation
Intermec IP Corporation
Norand Corporation (Merged into Intermec)
Norand Technology Corporation (name changed to Intermec IP Corporation) Norand
Mobile Systems Division of Intermec Technologies Corporation Amtech Systems
Division Amtech Systems Corporation Identification Systems Division of Intermec
Technologies Corporation Government Systems Division of Intermec Technologies
Corporation Local Area Systems Division of Intermec Technologies Corporation
United Bar Code Industries
MM&E
FORMER NAME(S)
None
MERGERS
None
TRADE NAMES
Michigan Machine & Engineering
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EXHIBIT C
Annex 1
Originator Subsidiaries and Divisions
A. UNOVA Industrial Automation Systems, Inc.
Divisions
Lamb Technicon Machining Systems
Lamb Technicon Body & Assembly Systems
Cincinnati Machine
B. Intermec Technologies Corporation
C. M M & E, Inc.