Exhibit
4.1


 


First Supplemental Senior Notes Indenture (this “Supplemental
Indenture”), dated as of August 14, 2009 among SPX Corporation, a
Delaware corporation (the “Company”), APV North America, Inc., a
Delaware corporation (“APV”), SPX Precision Components LLC, a Delaware
limited liability company (“Precision” and together with APV, the “New
Guarantors”), the Initial Subsidiary Guarantors (together with the New
Guarantors, the “Guarantors”) and U.S. Bank National Association, a
national banking association, as trustee (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, each of the Company and the Initial
Subsidiary Guarantors has heretofore executed and delivered to the Trustee an
Indenture (the “Indenture”), dated as of December 13, 2007,
providing for the issuance initially of up to $500,000,000 aggregate principal
amount of the Company’s 7 5/8 % Senior Notes due 2014 (the “Notes”);


 


WHEREAS, Section 4.13 of the Indenture provides
that the Company shall cause each domestic Subsidiary of the Company that Guarantees
Indebtedness of the Company under the Credit Agreement to execute and deliver a
supplemental indenture to the Indenture providing for a Note Guarantee by such
Subsidiary pursuant to Article Ten of the Indenture;


 


WHEREAS, each of the New Guarantors has executed an
assumption agreement dated as of August 14, 2009 in order to Guarantee
Indebtedness of the Company under the Company’s Credit Agreement;


 


WHEREAS,
all the conditions and requirements necessary to make this Supplemental
Indenture a valid, binding and legal instrument in accordance with its terms
have been performed and fulfilled by the parties hereto and the execution and
delivery thereof have been in all respects duly authorized by the parties
hereto.


 


NOW THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:


 


(1)           Capitalized
Terms.  Capitalized terms used herein
and not defined herein have the meanings ascribed to them in the Indenture.


 


(2)           Agreement to Guarantee.  Each of the New Guarantors hereby agrees,
jointly and severally with all Subsidiary Guarantors, to fully and
unconditionally guarantee the Company’s obligations under the Notes on the
terms and subject to the conditions set forth in Article Ten of the
Indenture and to be bound by all other applicable provisions of the Indenture
and the Notes and to perform all of the obligations and agreements of a
Subsidiary Guarantor under the Indenture as if named as a Subsidiary Guarantor
thereunder.


 


(3)          Ratification of Indenture; Supplemental Indenture Part of
Indenture.  Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and
effect.  This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every Holder of Notes
heretofore or hereafter authenticated and delivered shall be bound hereby.


 


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(4)           Governing
Law.  This Supplemental Indenture
shall be governed by the laws of the State of New York.


 


(5)           Duplicate
Originals.  The parties may sign any
number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but
all of them together represent the same agreement.


 


(6)           Separability.   In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


 


(7)           Table
of Contents, Headings, Etc.  The
headings of the Sections of this Supplemental Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof and shall
in no way modify or restrict any of the terms and provisions hereof.


 


SIGNATURES


 


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


 


	
   

  	
  SPX
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  
	
   

  	
   

  	
  Name: Patrick J. O’Leary

  
	
   

  	
   

  	
  Title: Executive Vice President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  FLAIR
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kevin Lilly

  
	
   

  	
   

  	
  Name:
  Kevin Lilly

  
	
   

  	
   

  	
  Title:
  Executive Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  KAYEX
  CHINA HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kevin Lilly

  
	
   

  	
   

  	
  Name:
  Kevin Lilly

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  MARLEY COMPANY LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kevin Lilly

  
	
   

  	
   

  	
  Name:
  Kevin Lilly

  
	
   

  	
   

  	
  Title:
  Executive Vice President and Secretary

  



 

















 


	
   

  	
  MARLEY
  ENGINEERED PRODUCTS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kevin Lilly

  
	
   

  	
   

  	
  Name:
  Kevin Lilly

  
	
   

  	
   

  	
  Title:
  Executive Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  MARLEY-WYLAIN COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dan Watanapongse

  
	
   

  	
   

  	
  Name:
  Dan Watanapongse

  
	
   

  	
   

  	
  Title:
  Vice President, Secretary and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  MCT
  SERVICES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffrey Ebert

  
	
   

  	
   

  	
  Name:
  Jeffrey Ebert

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  P.S.D.,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kevin Lilly

  
	
   

  	
   

  	
  Name:
  Kevin Lilly

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  SPX
  COOLING TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kevin Lilly

  
	
   

  	
   

  	
  Name:
  Kevin Lilly

  
	
   

  	
   

  	
  Title:
  Executive Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  SPX
  PRECISION COMPONENTS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kevin Lilly

  
	
   

  	
   

  	
  Name:
  Kevin Lilly

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  TCI INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Lilly

  
	
   

  	
   

  	
  Name: Kevin Lilly

  
	
   

  	
   

  	
  Title: Vice President and
  Secretary

  



 

















 


	
   

  	
  WAUKESHA
  ELECTRIC SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kevin Lilly

  
	
   

  	
   

  	
  Name:
  Kevin Lilly

  
	
   

  	
   

  	
  Title:
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  XCEL
  ERECTORS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert Foreman

  
	
   

  	
   

  	
  Name:
  Robert Foreman

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  APV
  NORTH AMERICA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kevin Lilly

  
	
   

  	
   

  	
  Name:
  Kevin Lilly

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  



 

















 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Katherine Esber

  
	
   

  	
   

  	
  Name:
  Katherine Esber

  
	
   

  	
   

  	
  Title: Vice President