EX-4.8 2 a2040976zex-4_8.htm EXHIBIT 4.8 Prepared by MERRILL CORPORATION www.edgaradvantage.com
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EXHIBIT 4.8

EXTENSION OF WAIVER

    EXTENSION OF WAIVER ("this Extension") dated as of January 31, 2001 relating to the Credit Agreement dated as of September 24, 1997 (as the same has heretofore been or may hereafter be amended from time to time, 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.

    SECTION 2. Extension. The Required Banks hereby extend the waiver granted pursuant to Amendment No. 6 and Waiver (the "Waiver") dated as of November 13, 2000 to the Credit Agreement from and including February 1, 2001 to but not including February 10, 2001. This Extension shall cease to be effective at the earlier of (i) 12:01 A.M. (Eastern Standard Time) on February 10, 2001 and (ii) the time any condition specified in the Waiver ceases to be met.

    SECTION 3. Governing Law. This Extension shall be governed by and construed in accordance with the laws of the State of New York.

    SECTION 4. Counterparts. This Extension 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 Extension shall become effective as of the date hereof when the following conditions are met:

    (a)
    the Agent shall have received from each of the Borrower and Banks comprising 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; and

    (b)
    the Agent shall have received an amendment fee for the account of each Bank from which the Agent shall have received a signed counterpart hereof (or satisfactory confirmation of its signing a counterpart hereof) not later than the date of satisfaction of the condition in clause (a) in an amount equal to 0.125% of such Bank's Commitment.

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

    UNOVA, INC.

 

 

By

 

/s/ 
ELMER C. HULL, JR.   
Name: Elmer C. Hull, Jr.
Title:
Vice President and Treasurer

 

 

MORGAN GUARANTY TRUST
COMPANY OF NEW YORK

 

 

By

 

/s/ 
JOSEPH F. MURPHY   
Name: Joseph F. Murphy
Title:
Vice President

 

 

BANK OF AMERICA, N.A.

 

 

By

 

/s/ 
DAN FARREN   
Name: Dan Farren
Title:
Vice President

 

 

THE BANK OF NEW YORK

 

 

By

 

/s/ 
ROBERT BESSER   
Name: Robert Besser
Title:
Vice President

 

 

THE CHASE MANHATTAN BANK

 

 

By

 

/s/ 
WILLIAM P. RINDFUSS   
Name: William P. Rindfuss
Title:
Vice President

 

 

CIBC INC.

 

 

By

 

/s/ 
LINDSAY GORDON   
Name: Lindsay Gordon
Title:
Executive Director
CIBC World Markets Corp. as Agent

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THE FIRST NATIONAL BANK OF
CHICAGO

 

 

By

 

/s/ 
RONNIE KAPLAN   
Name: Ronnie Kaplan
Title:
Vice President

 

 

CREDIT SUISSE FIRST BOSTON

 

 

By

 

/s/ 
LALITA ADVANI   
Name: Lalita Advani
Title:
Assistant Vice President

 

 

By

 

/s/ 
WILLIAM S. LUTKINS   
Name: William S. Lutkins
Title:
Vice President

 

 

DRESDNER BANK A.G., NEW YORK
BRANCH AND GRAND CAYMAN
BRANCH

 

 

By

 

/s/ 
CHARLES M. O'SHEA   
Name: Charles M. O'Shea
Title:
Vice President

 

 

By

 

/s/ 
JOHN W. SWEENY   
Name: John W. Sweeny
Title:
Vice President

 

 

By

 

/s/ 
JOANNA M. SOLOWSKI   
Name: Joanna M. Solowski
Title:
Vice President

 

 

By

 

/s/ 
JAMES M. GALLAGHER   
Name: James M. Gallagher
Title:
Vice President

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    DRESDNER BANK A.G., NEW YORK
BRANCH AND/OR CAYMAN ISLAND
BRANCH

 

 

By

 

/s/ 
HANS-JOSEF THIELE   
Name: Hans-Josef Thiele
Title:
Director

 

 

By

 

/s/ 
OLIVER SCHWARZ   
Name: Oliver Schwarz
Title:
Vice President

 

 

MELLON BANK, N.A.

 

 

By

 

/s/ 
LAWRENCE C. IVEY   
Name: Lawrence C. Ivey
Title:
First Vice President

 

 

THE NORTHERN TRUST COMPANY

 

 

By

 

/s/ 
DAVID J. MITCHELL   
Name: David J. Mitchell
Title:
Vice President

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EXHIBIT 4.8
EXTENSION OF WAIVER