EXHIBIT 10.1


 


FIRST AMENDMENT TO CREDIT
AGREEMENT


 


THIS FIRST AMENDMENT TO
CREDIT AGREEMENT dated as of February 22, 2010 (the “Amendment”) is
entered into among SPX Corporation, a Delaware corporation (the “Parent
Borrower”), the Foreign Subsidiary Borrowers, the Subsidiary Guarantors,
the Lenders party hereto, Deutsche Bank AG Deutschlandgeschäft Branch, as
Foreign Trade Facility Agent and Bank of America, N.A., as Administrative
Agent.  All capitalized terms used herein
and not otherwise defined herein shall have the meanings given to such terms in
the Credit Agreement (as defined below).


 


RECITALS


 


WHEREAS, the Parent Borrower, the Lenders, Deutsche
Bank AG Deutschlandgeschäft Branch, as Foreign Trade Facility Agent and Bank of
America, N.A., as Administrative Agent entered into that certain Credit
Agreement dated as of September 21, 2007 (as amended and modified from
time to time, the “Credit Agreement”);


 


WHEREAS, the parties hereto agree to amend the
Credit Agreement as set forth below;


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


 


1.                                       Amendments.  The Credit Agreement is hereby amended as
follows:


 


(a)                                  Clause (g) in
the definition of “Consolidated EBITDA” in Section 1.1 of the
Credit Agreement is hereby amended to read as follows:


 


(g) extraordinary or
non-recurring cash charges resulting from restructuring, severance,
plant-closings, integration and other non-recurring events; provided
that the amounts referred to in this clause (g) reported in any fiscal
period ending after December 31, 2009 shall not, in the aggregate
subsequent to December 31, 2009, exceed the sum of (i) $60 million
plus (ii) the unused amount of permitted add-backs to Consolidated EBITDA
prior to December 31, 2009 pursuant to this clause (g) as it was in effect prior to the First
Amendment to this Agreement, on an after-tax basis, and


 


(b)                                 The definition
of “Counter-Guarantee” in Section 1.1 of the Credit Agreement is
hereby amended to read as follows:


 


“Counter-Guarantee”:  (a) a customary standby letter of
credit, bank guarantee or surety (each in compliance with the Mandatory
Requirements) issued by a Foreign Issuing Lender as credit support for an
Indirect Foreign Credit Instrument issued by an Indirect Foreign Issuing Lender
or (b) a customary standby letter of credit, bank guarantee or surety
(each in compliance with the Mandatory Requirements) issued by a Foreign
Issuing Lender as credit support for a standby letter of credit, bank guarantee
or surety issued by itself or another financial institution (including one of
such Foreign Issuing Lender’s domestic or foreign branches or affiliates).


 

















 


(c)                                  The definition
of “Foreign Issuing Lender” in Section 1.1 of the Credit Agreement
is hereby amended to read as follows:


 


“Foreign Issuing Lender”:
(a) a Lender with a Foreign Credit Instrument Issuing Commitment or with
Foreign Trade Exposure, (b) a Person that has had its Foreign Credit
Instrument Issuing Commitment terminated at the election of the Parent Borrower
pursuant to the terms of Section 2.6(b)(i) but that has issued
prior to such termination Foreign Credit Instruments and/or Joint Signature
Foreign Credit Instruments pursuant to Section 2.6 that continue to
remain outstanding following such termination (for which it has not received a
Counter Guarantee at the election of the Parent Borrower in its sole discretion
as credit support for such Foreign Credit Instruments and/or Joint Signature
Foreign Credit Instruments), (c) any other Lender with a Foreign Credit
Commitment that becomes a Foreign Issuing Lender pursuant to Section 2.6(t),
with respect to Foreign Credit Instruments issued by it, and (d) with
respect to those Existing Foreign Credit Instruments set forth in Schedule
2.6(a), the Lender designated as the issuer of any such Existing Foreign
Credit Instrument on such Schedule 2.6(a).


 


(d)                                 The following
sentences are hereby added at the end of Section 2.5(a) of the Credit
Agreement to read as follows:


 


The letters of credit described on Schedule 2.5(a) shall
be deemed to be “Letters of Credit” for all purposes of this Agreement and the
other Loan Documents, and the Parent Borrower shall be obligated to reimburse
the applicable Issuing Lender hereunder for any drawings under such Letters of
Credit.  Furthermore, if (v) any
letter of credit has been previously issued by an Issuing Lender, (w) the
reimbursement obligations of the account party (the “Original Letter of
Credit Account Party”) relating to such letter of credit have been or are
assumed in writing by the Parent Borrower or any Subsidiary (such assuming
Person, the “Letter of Credit Assuming Person”) pursuant to a Permitted
Acquisition or other transaction permitted under the Credit Agreement, (x) there
is sufficient availability hereunder for the inclusion of such letter of credit
as a Letter or Credit hereunder, (y) such letter of credit satisfies all
of the requirements of a Letter of Credit hereunder, and (z) the
conditions of Sections 4.2(a) and 4.2(b) are satisfied, then upon the
written request (which written request shall include a statement that the
foregoing requirements (v) through (z), inclusive, have been satisfied) of
the Parent Borrower to such Issuing Lender (consented to in writing by such
Issuing Lender) and the submission by the Parent Borrower to the Administrative
Agent of a copy of such request bearing such consent, such letter of credit
shall be (from the date of such consent of such Issuing Lender) deemed a Letter
of Credit for all purposes of this Agreement and the other Loan Documents and
considered issued hereunder pursuant to the terms hereof (the terms hereof and
of the other Loan Documents shall govern and prevail in the case of any
conflict with the provisions of the agreement(s) pursuant to which such
letter of credit had been issued (such agreement(s), the “Original Letter of
Credit Agreements”), and such Issuing Lender shall be deemed to have released
the Original Letter of Credit Account Party and the Letter of Credit Assuming
Person from the Original Letter of Credit Agreements to the extent of such
conflict).  Notwithstanding that any such
assumed letter of credit is in support of any obligations of, or is for the
account of, a Subsidiary, the Parent Borrower agrees that it shall be obligated
to reimburse the applicable Issuing Lender hereunder for any and all drawings
under such letter of credit.


 

















 


(e)                                  The following
sentences are hereby added at the end of Section 2.5(c) of the Credit
Agreement to read as follows:


 


Notwithstanding the
foregoing sentence, the letters of credit described on Schedule 2.5(c) with
expiry dates after the Domestic Revolving Maturity Date (the “Long Term Letters
of Credit”) shall be deemed to be “Letters of Credit” for all purposes of this
Agreement and the other Loan Documents. 
The Parent Borrower agrees that on the earlier of the Domestic Revolving
Maturity Date or other termination of this Agreement the Parent Borrower shall
either (A) cause each such Long Term Letter of Credit to be surrendered
for cancellation to the Parent Borrower or (B) provide Letter of Credit
Cash Cover (as defined below) (or other credit support reasonably satisfactory)
to the Administrative Agent in an amount equal to at least 103% of the Face
Amount of each such Long Term Letter of Credit. 
Upon notice to the Administrative Agent of the termination, reduction or
expiration (without any pending drawing) of any such Long Term Letter of
Credit, the Administrative Agent shall release the whole or relevant part of
the Letter of Credit Cash Cover (or other relevant credit support) within three
Business Days of the relevant date of termination, reduction or expiration, and
the Administrative Agent shall use the Letter of Credit Cash Cover (or other
relevant credit support) to promptly reimburse the applicable Issuing Lender
honoring any Long Term Letter of Credit. 
If the Parent Borrower is obliged to provide for Letter of Credit Cash
Cover pursuant to the preceding provisions, the Parent Borrower shall pay the
relevant amount for which it shall provide Letter of Credit Cash Cover in
Dollars to an account of the Administrative Agent, in the name of the Parent
Borrower, to be maintained for the benefit of the applicable Issuing Lender
(such deposited amount, the “Letter of Credit Cash Cover”).  Such account shall be an interest bearing
account (subject to the preceding provisions with the amount of interest to be
determined by the Administrative Agent in accordance with its standard business
practice) in the name of the Parent Borrower and such account shall be pledged
to the Administrative Agent on the basis of a pledge agreement in form and
substance reasonably satisfactory to the Administrative Agent and the Parent
Borrower.  For the avoidance of doubt,
the parties hereto agree that the obligation of the Domestic Revolving Lenders
hereunder to reimburse the applicable Issuing Lender for any unreimbursed LC
Disbursements with respect to any Long Term Letter of Credit shall terminate on
the Domestic Revolving Maturity Date with respect to any drawings occurring
after that date.


 


(f)                                    The following
sentences are hereby added at the end of Section 2.6(a) of the Credit
Agreement to read as follows:


 


The letters of credit described on Schedule
2.6(a)(2) shall be deemed to be “Foreign Credit Instruments” for all
purposes of this Agreement and the other Loan Documents, and the Parent
Borrower shall be obligated to reimburse the applicable Foreign Issuing Lender
hereunder for any drawings under such Foreign Credit Instruments.  Furthermore, if (v) any letter of
credit, guarantee or surety has been previously issued by a Foreign Issuing
Lender, (w) the reimbursement obligations of the account party (the “Original
Foreign Credit Instrument Account Party”) relating to such letter of
credit, guarantee or surety have been or are assumed in writing by the Parent
Borrower or any Subsidiary (such assuming Person, the “Foreign Credit
Instrument Assuming Person”) pursuant to a Permitted Acquisition or other
transaction permitted under the Credit Agreement, (x) there is sufficient
availability hereunder for the inclusion of such letter of credit, guarantee or
surety as a Foreign Credit Instrument hereunder, (y) such letter of credit,



 

















 


guarantee or surety satisfies all of the
requirements of a Foreign Credit Instrument hereunder, and (z) the
conditions of Sections 4.2(a) and 4.2(b) are satisfied, then upon the
written request of the Parent Borrower to such Foreign Issuing Lender
(consented to in writing by such Foreign Issuing Lender), the submission by the
Parent Borrower to the Foreign Trade Facility Agent of a copy of such request
bearing such consent and the submission by a Borrower to the Foreign Trade
Facility Agent of a completed Utilization Request including a statement that
the foregoing requirements (v) through (z), inclusive, have been satisfied
and that such Borrower submitting such Utilization Request shall be treated as
a Borrower hereunder with respect to such letter of credit, guarantee or
surety, such letter of credit, guarantee or surety shall be (from the date of
such consent of such Foreign Issuing Lender) deemed a Foreign Credit Instrument
for all purposes of this Agreement and the other Loan Documents and considered
issued hereunder at the request of the Borrower that submitted such Utilization
Request pursuant to the terms hereof (the terms hereof and of the other Loan
Documents shall govern and prevail in the case of any conflict with the
provisions of the agreement(s) pursuant to which such letter of credit,
guarantee or surety had been issued (such agreement(s), the “Original
Foreign Credit Instrument Agreements”), and such Foreign Issuing Lender
shall be deemed to have released the Original Foreign Credit Instrument Account
Party and the Foreign Credit Instrument Assuming Person from the Original
Foreign Credit Instrument Agreements to the extent of such conflict).  Any Utilization Request submitted to the
Foreign Trade Facility Agent pursuant to the immediately preceding sentence
shall be reviewed and processed in accordance with Section 2.6(c), Section 2.6(d),
Section 2.6(e) and Section 2.6(f), as applicable.  Notwithstanding that any such assumed letter
of credit, guarantee or surety is in support of any obligations of, or is for
the account of, a Subsidiary, the Parent Borrower and the Foreign Subsidiary
Borrowers agree that the applicable Borrower (as identified in the Utilization
Request referenced above) shall be obligated to reimburse the applicable Foreign
Issuing Lender hereunder for any and all drawings under such letter of credit,
guarantee or surety.


 


(g)                                 The first
sentence of Section 2.6(g)(iv) of the Credit Agreement is hereby
amended to read as follows:


 


The relevant Foreign Issuing Lender may either issue
the Foreign Credit Instrument directly or, if requested by and agreed with the
relevant Borrower, arrange that the Foreign Credit Instrument (an “Indirect
Foreign Credit Instrument”) be issued by a second bank (including one of
such Foreign Issuing Lender’s domestic or foreign branches or affiliates) or
financial institution (the “Indirect Foreign Issuing Lender”) against
its corresponding Counter-Guarantee in the form satisfactory to the Indirect
Foreign Issuing Lender.


 


(h)                                 Section 2.6(o)(v) of
the Credit Agreement is hereby amended to read as follows:


 


(v)                                 If the term on
any Foreign Credit Instrument or Joint Signature Foreign Credit Instrument
extends beyond the Foreign Trade Maturity Date or other termination of this
Agreement, or if any obligation of any Foreign Issuing Lender with respect to
any Foreign Credit Instrument or Joint Foreign Credit Instrument governed by
the laws of the People’s Republic of China or any other Governmental Authority
extends beyond the Foreign Trade Maturity Date or other termination of this
Agreement, the applicable Borrower shall, on the earlier of the Foreign Trade
Maturity Date or the date of such other termination of this Agreement, either (A) cause
such Foreign Credit Instrument or 


 

















 


Joint Signature Foreign
Credit Instrument to be surrendered for cancellation to the applicable Foreign
Issuing Lender or (B) provide Cash Cover (or other credit support
reasonably satisfactory) to the Foreign Trade Facility Agent in an amount equal
to at least 103% of the Dollar Equivalent of the Face Amount of such Foreign
Credit Instrument or Joint Signature Foreign Credit Instrument.  Upon notice to the Foreign Trade Facility
Agent of the termination, reduction or expiration (without any pending drawing)
of such Foreign Credit Instrument or Joint Signature Foreign Credit Instrument
issued by such Foreign Issuing Lender, the Foreign Trade Facility Agent shall
release the whole or relevant part of the Cash Cover within three Business Days
of the relevant date of termination, reduction or expiration, and the Foreign
Trade Facility Agent shall use Cash Cover to promptly reimburse any Foreign
Issuing Lender honoring any Foreign Credit Instrument or Joint Signature
Foreign Credit Instrument.


 


(i)                                     A new Schedule
2.5(a) is hereby added to the Credit Agreement to read as provided on
Schedule 2.5(a) attached hereto.


 


(j)                                     A new Schedule
2.5(c) is hereby added to the Credit Agreement to read as provided on
Schedule 2.5(c) attached hereto.


 


(k)                                  A new Schedule
2.6(a)(2) is hereby added to the Credit Agreement to read as provided on
Schedule 2.6(a)(2) attached hereto.


 


2.                                       Conditions Precedent.  This Amendment (or portions thereof as
specified in this Section 2) shall be effective upon satisfaction of the
following conditions precedent:


 


(a)                                  For paragraphs
(a), (d), (e), (i) and (j) of Section 1, receipt by the
Administrative Agent of counterparts of this Amendment duly executed by the
Parent Borrower, the other Loan Parties, the Required Lenders and the Administrative Agent;


 


(b)                                 For paragraphs
(b), (c), (f), (g), (h) and (k) of Section 1, receipt by the
Administrative Agent of counterparts of this Amendment duly executed by the
Parent Borrower, the other Loan Parties, the Administrative Agent, the Foreign
Trade Facility Agent, the Foreign Issuing Lenders, the Required Lenders and a
majority of the Lenders holding Foreign Credit Commitments; and


 


(c)                                  For paragraph (a) of
Section 1 (but for the avoidance of doubt not for paragraphs (b) through
(k) inclusive of Section 1), receipt by the Administrative Agent for
the account of each Lender approving this Amendment on or before 5:00 p.m.
Eastern time on February 19, 2010, of a fee in an amount equal to five (5) basis
points (0.05%) on the aggregate amount of each such Lender’s (i) Commitment
and (ii) portion of the Initial Term Loans outstanding as of the date
hereof.


 


The Administrative Agent shall notify the Loan
Parties, the Foreign Trade Facility Agent, and the Lenders if and when this
Amendment (or portions thereof as specified in this Section 2) becomes
effective.


 

















 


3.                                       Miscellaneous.


 


(a)                                  The Credit
Agreement and the obligations of the Loan Parties thereunder and under the
other Loan Documents, are hereby ratified and confirmed and shall remain in
full force and effect according to their terms.


 


(b)                                 Each Subsidiary
Guarantor (i) acknowledges and consents to all of the terms and conditions
of this Amendment, (ii) affirms all of its obligations under the Loan
Documents and (iii) agrees that this Amendment and all documents executed
in connection herewith do not operate to reduce or discharge its obligations
under the Credit Agreement or the other Loan Documents.


 


(c)                                  Each of the
Loan Parties hereby represents and warrants as follows:


 


(i)                                     Such Loan Party
has taken all necessary action to authorize the execution, delivery and
performance of this Amendment.


 


(ii)                                  This Amendment
has been duly executed and delivered by such Loan Party and constitutes such
Loan Party’s legal, valid and binding obligations, enforceable in accordance
with its terms, except as such enforceability may be subject to (A) bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors’ rights generally and (B) general
principles of equity (regardless of whether such enforceability is considered
in a proceeding at law or in equity).


 


(iii)                               No consent,
approval, authorization or order of, or filing, registration or qualification
with, any court or governmental authority or third party is required in
connection with the execution, delivery or performance by any Loan Party of
this Amendment.


 


(d)                                 The Parent
Borrower represents and warrants to the Lenders that (i) the
representations and warranties of the Parent Borrower set forth in Article III
of the Credit Agreement and in each other Loan Document are true and correct in
all material respects as of the date hereof with the same effect as if made on
and as of the date hereof, except to the extent such representations and
warranties expressly relate solely to an earlier date and (ii) no event
has occurred and is continuing which constitutes a Default or an Event of
Default.


 


(e)                                  This Amendment
may be executed in any number of counterparts, each of which when so executed
and delivered shall be an original, but all of which shall constitute one and
the same instrument.  Delivery of an
executed counterpart of this Amendment by telecopy or pdf shall be effective as
an original and shall constitute a representation that an executed original
shall be delivered.


 


(f)                                    THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 


[Signature
pages follow]


 
















 


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


 


	
  PARENT BORROWER:

  	
  SPX CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  
	
   

  	
  Name:

  	
  Patrick J. O’Leary

  
	
   

  	
  Title:

  	
  Executive Vice President & Chief Financial Officer

  
	
   

  	
   

  
	
  FOREIGN SUBSIDIARY

  	
   

  
	
  BORROWERS:

  	
  APV UK LIMITED,

  
	
   

  	
  a company incorporated in England and Wales

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  
	
   

  	
  Name:

  	
  Patrick J. O’Leary

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  BALCKE-DÜRR GMBH,

  
	
   

  	
  a limited liability company formed in Germany

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dr. Robert Bartels

  
	
   

  	
  Name:

  	
  Dr. Robert Bartels

  
	
   

  	
  Title:

  	
  President & Managing Director Balcke-Durr Global

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andre Sombecki

  
	
   

  	
  Name:

  	
  Andre Sombecki

  
	
   

  	
  Title:

  	
  CFO, Managing Director Global Thermal

  
	
   

  	
   

  	
  Service & Cooling EMEA

  
	
   

  	
   

  
	
   

  	
  BRAN + LUEBBE GMBH,

  
	
   

  	
  a limited liability company formed in Germany

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hanno Kellner

  
	
   

  	
  Name:

  	
  Hanno Kellner

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Strobl

  
	
   

  	
  Name:

  	
  Thomas Strobl

  
	
   

  	
  Title:

  	
  Managing Director

  



 


SPX
CORPORATION


FIRST
AMENDMENT TO CREDIT AGREEMENT


 

















 


	
  FOREIGN SUBSIDIARY

  	
   

  
	
  BORROWERS (continued):

  	
  GIVEN under the common seal of

  
	
   

  	
  DOLLINGER IRELAND LIMITED:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  
	
   

  	
  Name:

  	
  Patrick J. O’Leary

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin L. Lilly

  
	
   

  	
  Name:

  	
  Kevin L. Lilly

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  SPX COOLING TECHNOLOGIES GMBH,

  
	
   

  	
  a limited liability company formed in Germany

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc Michael

  
	
   

  	
  Name:

  	
  Marc Michael

  
	
   

  	
  Title:

  	
  President Dry Cooling & Managing Director SPX Cooling GmbH

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andre Sombecki

  
	
   

  	
  Name:

  	
  Andre Sombecki

  
	
   

  	
  Title:

  	
  CFO, Managing Director Global Thermal Service & Cooling EMEA

  
	
   

  	
   

  
	
   

  	
  SPX COOLING TECHNOLOGIES SINGAPORE PTE. LTD.,

  
	
   

  	
  a private limited liability company formed in Singapore

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  
	
   

  	
  Name:

  	
  Patrick J. O’Leary

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  SPX DEHYDRATION & PROCESS FILTRATION B.V.,

  
	
   

  	
  a private limited liability company formed in the Netherlands

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  
	
   

  	
  Name:

  	
  Patrick J. O’Leary

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin L. Lilly

  
	
   

  	
  Name:

  	
  Kevin L. Lilly

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
  SPX INTERNATIONAL LIMITED,

  
	
   

  	
  a company incorporated in England and Wales

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  
	
   

  	
  Name:

  	
  Patrick J. O’Leary

  
	
   

  	
  Title:

  	
  Director

  



 


SPX
CORPORATION


FIRST
AMENDMENT TO CREDIT AGREEMENT


 

















 


	
  FOREIGN SUBSIDIARY

  	
   

  
	
  BORROWERS (continued):

  	
  SPX PROCESS EQUIPMENT LIMITED,

  
	
   

  	
  a company incorporated in England and Wales

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  
	
   

  	
  Name:

  	
  Patrick J. O’Leary

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  SPX PROCESS EQUIPMENT PTE. LTD.,

  
	
   

  	
  a private limited liability company formed in Singapore

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jenny Ng

  
	
   

  	
  Name:

  	
  Jenny Ng

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  SPX PROCESS EQUIPMENT PTY. LTD.,

  
	
   

  	
  a company organized and existing under the laws of Australia

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  
	
   

  	
  Name:

  	
  Patrick J. O’Leary

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin L. Lilly

  
	
   

  	
  Name:

  	
  Kevin L. Lilly

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  SPX SWEDEN AB,

  
	
   

  	
  a private limited liability company formed in Sweden

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin L. Lilly

  
	
   

  	
  Name:

  	
  Kevin L. Lilly

  
	
   

  	
  Title:

  	
  Chairman of the Board

  
	
   

  	
   

  	
   

  
	
  SUBSIDIARY

  	
   

  	
   

  
	
  GUARANTORS:

  	
  APV NORTH AMERICA, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  
	
   

  	
  Name:

  	
  Patrick J. O’Leary

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  FLAIR CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  
	
   

  	
  Name:

  	
  Patrick J. O’Leary

  
	
   

  	
  Title:

  	
  Executive Vice President

  



 


SPX
CORPORATION


FIRST
AMENDMENT TO CREDIT AGREEMENT


 

















 


	
  SUBSIDIARY

  	
   

  
	
  GUARANTORS (continued):

  	
  KAYEX CHINA HOLDINGS, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  
	
   

  	
  Name:

  	
  Patrick J. O’Leary

  
	
   

  	
  Title:

  	
  Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE MARLEY COMPANY LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  
	
   

  	
  Name:

  	
  Patrick J. O’Leary

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  MARLEY ENGINEERED PRODUCTS LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  
	
   

  	
  Name:

  	
  Patrick J. O’Leary

  
	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE MARLEY-WYLAIN COMPANY,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dan Watanapongse

  
	
   

  	
  Name:

  	
  Dan Watanapongse

  
	
   

  	
  Title:

  	
  VP of Finance/CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  MCT SERVICES LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SPX Cooling Technologies, Inc.,

  
	
   

  	
   

  	
  a Delaware corporation, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  
	
   

  	
  Name:

  	
  Patrick J. O’Leary

  
	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
  P.S.D., INC.,

  
	
   

  	
  a Ohio corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  
	
   

  	
  Name:

  	
  Patrick J. O’Leary

  
	
   

  	
  Title:

  	
  Vice President

  



 


SPX
CORPORATION


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AMENDMENT TO CREDIT AGREEMENT


 

















 


	
  SUBSIDIARY

  	
   

  
	
  GUARANTORS (continued):

  	
  SPX COOLING TECHNOLOGIES, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  
	
   

  	
  Name:

  	
  Patrick J. O’Leary

  
	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  SPX HEAT TRANSFER, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin L. Lilly

  
	
   

  	
  Name:

  	
  Kevin L. Lilly

  
	
   

  	
  Title:

  	
  Executive Vice President & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  SPX PRECISION COMPONENTS LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin L. Lilly

  
	
   

  	
  Name:

  	
  Kevin L. Lilly

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  TCI INTERNATIONAL, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  
	
   

  	
  Name:

  	
  Patrick J. O’Leary

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  WAUKESHA ELECTRIC SYSTEMS, INC.,

  
	
   

  	
  a Wisconsin corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  
	
   

  	
  Name:

  	
  Patrick J. O’Leary

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  XCEL ERECTORS, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert B. Foreman

  
	
   

  	
  Name:

  	
  Robert B. Foreman

  
	
   

  	
  Title:

  	
  President

  



 


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CORPORATION


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  ADMINISTRATIVE

  	
   

  
	
  AGENT:

  	
  BANK
  OF AMERICA, N.A.,

  
	
   

  	
  as
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  W. Thomas Barnett

  
	
   

  	
  Name:

  	
  W.
  Thomas Barnett

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
  FOREIGN
  TRADE

  	
   

  	
   

  
	
  FACILITY
  AGENT:

  	
  DEUTSCHE
  BANK AG DEUTSCHLANDGESCHÄFT

  
	
   

  	
  BRANCH,
  as Foreign Trade Facility Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christiane Roth

  
	
   

  	
  Name:

  	
  Christiane
  Roth

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Burghard Repmann

  
	
   

  	
  Name:

  	
  Burghard
  Repmann

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  LENDERS:

  	
  BANK
  OF AMERICA, N.A.,

  
	
   

  	
  as
  a Lender, Swingline Lender, Issuing Lender and Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  W. Thomas Barnett

  
	
   

  	
  Name:

  	
  W.
  Thomas Barnett

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK AG DEUTSCHLANDGESCHÄFT

  
	
   

  	
  BRANCH,
  as a Lender and Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christiane Roth

  
	
   

  	
  Name:

  	
  Christiane
  Roth

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Burghard Repmann

  
	
   

  	
  Name:

  	
  Burghard
  Repmann

  
	
   

  	
  Title:

  	
  Director

  



 


SPX
CORPORATION


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  DEUTSCHE
  BANK AG NEW YORK BRANCH,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Marguerite Sutton

  
	
   

  	
  Name:

  	
  Marguerite
  Sutton

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Enrique Landaeta

  
	
   

  	
  Name:

  	
  Enrique
  Landaeta

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF CHINA, NEW YORK BRANCH,

  
	
   

  	
  as
  a Lender and Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William W. Smith

  
	
   

  	
  Name:

  	
  William
  W. Smith

  
	
   

  	
  Title:

  	
  Deputy
  General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF COMMUNICATIONS CO. LTD., NEW YORK BRANCH,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shelley He

  
	
   

  	
  Name:

  	
  Shelley
  He

  
	
   

  	
  Title:

  	
  Deputy
  General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF HAWAII,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Darlene Martoglio

  
	
   

  	
  Name:

  	
  Darlene
  Martoglio

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  BANK OF NOVIA SCOTIA,

  
	
   

  	
  as
  a Lender and a Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian Allen

  
	
   

  	
  Name:

  	
  Brian
  Allen

  
	
   

  	
  Title:

  	
  Managing
  Director

  



 


SPX
CORPORATION


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AMENDMENT TO CREDIT AGREEMENT


 

















 


	
   

  	
  BANK
  OF TAIWAN,

  
	
   

  	
  as
  a Lender and a Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas K.C. Wu

  
	
   

  	
  Name:

  	
  Thomas
  K.C. Wu

  
	
   

  	
  Title:

  	
  VP &
  General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  BANK OF TOKYO-MITSUBISHI UFJ, Ltd., NEW YORK BRANCH,

  
	
   

  	
  as
  a Lender and a Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  George Stoecklein

  
	
   

  	
  Name:

  	
  George
  Stoecklein

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BAYERISCHE
  LANDESBANK,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul R. Casino

  
	
   

  	
  Name:

  	
  Paul
  R. Casino

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BAYERISCHE
  LANDESBANK,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christopher Dowd

  
	
   

  	
  Name:

  	
  Christopher
  Dowd

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CAPITAL
  ONE NATIONAL ASSOCIATION,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Enrico Panno

  
	
   

  	
  Name:

  	
  Enrico
  Panno

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMERICA
  BANK,

  
	
   

  	
  as
  a Lender and a Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scott Konalski

  
	
   

  	
  Name:

  	
  Scott
  Konalski

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


SPX
CORPORATION


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  COMMERZBANK
  AG, NEW YORK and GRAND CAYMAN BRANCHES,

  
	
   

  	
  as
  a Lender and a Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Edward Forsberg

  
	
   

  	
  Name:

  	
  Edward
  Forsberg

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Matthew Havens

  
	
   

  	
  Name:

  	
  Matthew
  Havens

  
	
   

  	
  Title:

  	
  Assistant
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Hansen

  
	
   

  	
  Name:

  	
  Michael
  Hansen

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  K. Mader

  
	
   

  	
  Name:

  	
  K.
  Mader

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPASS
  BANK,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Eric J. Paul

  
	
   

  	
  Name:

  	
  Eric
  J. Paul

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT
  AGRICOLE CORPORATE & INVESTMENT BANK,

  
	
   

  	
  as
  a Lender and a Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Rod Hurst

  
	
   

  	
  Name:

  	
  Rod
  Hurst

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Yuri Muzichenko

  
	
   

  	
  Name:

  	
  Yuri
  Muzichenko

  
	
   

  	
  Title:

  	
  Director

  



 


SPX
CORPORATION


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  DBS
  BANK LTD, Los Angeles Agency,

  
	
   

  	
  as
  a Lender and a Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James McWalters

  
	
   

  	
  Name:

  	
  James
  McWalters

  
	
   

  	
  Title:

  	
  General
  Managing

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DNB
  BANK, ASA, NEW YORK BRANCH,

  
	
   

  	
  as
  a Lender and a Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kristin Riise

  
	
   

  	
  Name:

  	
  Kristin
  Riise

  
	
   

  	
  Title:

  	
  First
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FIRST
  COMMERCIAL BANK, NEW YORK AGENCY,

  
	
   

  	
  as
  a Lender and a Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  May Hsiao

  
	
   

  	
  Name:

  	
  May Hsiao

  
	
   

  	
  Title:

  	
  Assistant
  General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Rebecca A. Ford

  
	
   

  	
  Name:

  	
  Rebecca
  A. Ford

  
	
   

  	
  Title:

  	
  Duly
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  GOVERNOR AND COMPANY of the BANK OF IRELAND,

  
	
   

  	
  as
  a Lender and a Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Wendy Hobson

  
	
   

  	
  Name:

  	
  Wendy
  Hobson

  
	
   

  	
  Title:

  	
  Authorised
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mary Gaffney

  
	
   

  	
  Name:

  	
  Mary
  Gaffney

  
	
   

  	
  Title:

  	
  Authorised
  Signatory

  



 


SPX
CORPORATION


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AMENDMENT TO CREDIT AGREEMENT


 
















 


	
   

  	
  HSBC
  BANK USA,

  
	
   

  	
  as
  a Lender and a Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeff Henry

  
	
   

  	
  Name:

  	
  Jeff
  Henry

  
	
   

  	
  Title:

  	
  SVP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INTESA
  SAN PAOLO S.P.A.,

  
	
   

  	
  as
  a Lender and a Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John J. Michalisin

  
	
   

  	
  Name:

  	
  John
  J. Michalisin

  
	
   

  	
  Title:

  	
  First
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Francesco Di Mario

  
	
   

  	
  Name:

  	
  Francesco
  Di Mario

  
	
   

  	
  Title:

  	
  First
  Vice President & Credit Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert P. Kellas

  
	
   

  	
  Name:

  	
  Robert
  P. Kellas

  
	
   

  	
  Title:

  	
  Executive
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LANDESBANK
  BADEN WURTTEMBERG NEW YORK and/or CAYMAN ISLANDS BRANCH,

  
	
   

  	
  as
  a Lender and a Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Francois Delangle

  
	
   

  	
  Name:

  	
  Francois
  Delangle

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ralph Enders

  
	
   

  	
  Name:

  	
  Ralph
  Enders

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MIZUHO
  CORPORATE BANK LTD.,

  
	
   

  	
  as
  a Lender and a Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Lim

  
	
   

  	
  Name:

  	
  David
  Lim

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 


SPX CORPORATION


FIRST AMENDMENT TO CREDIT
AGREEMENT


 

















 


	
   

  	
  NORDEA
  BANK FINLAND PLS NEW YORK and GRAND CAYMAN BRANCHES,

  
	
   

  	
  as
  a Lender and Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Henrik M. Steffensen

  
	
   

  	
  Name:

  	
  Henrik
  M. Steffensen

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gerald E. Chelius

  
	
   

  	
  Name:

  	
  Gerald
  E. Chelius

  
	
   

  	
  Title:

  	
  SVP
  Credit

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SCOTIABANC
  INC.,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  J.F. Todd

  
	
   

  	
  Name:

  	
  J.F.
  Todd

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUMITOMO
  MITSUI BANKING CORPORATION,

  
	
   

  	
  as
  a Lender and Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William Ginn

  
	
   

  	
  Name:

  	
  William
  Ginn

  
	
   

  	
  Title:

  	
  Executive
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUNTRUST
  BANK,

  
	
   

  	
  as
  a Lender and Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Turner

  
	
   

  	
  Name:

  	
  David
  Turner

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TAIWAN
  COOPERATIVE BANK,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Li-Hua Huang

  
	
   

  	
  Name:

  	
  Li-Hua
  Huang

  
	
   

  	
  Title:

  	
  AVP &
  General Manager

  



 


SPX CORPORATION


FIRST AMENDMENT TO CREDIT
AGREEMENT


 

















 


	
   

  	
  TD
  BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as
  a Lender and Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert Zeller

  
	
   

  	
  Name:

  	
  Robert
  Zeller

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as
  a Lender and Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Louis K. Beasley, III

  
	
   

  	
  Name:

  	
  Louis
  K. Beasley, III

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ZURICH
  VERSICHERUNG AG,,

  
	
   

  	
  as
  a Lender and Foreign Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Luc Reuter

  
	
   

  	
  Name:

  	
  Luc
  Reuter

  
	
   

  	
  Title:

  	
  Head,
  Continental Europe Surety

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Charles Villette

  
	
   

  	
  Name:

  	
  Charles
  Villette

  
	
   

  	
  Title:

  	
  Underwriter,
  Continental Europe Surety

  



 


SPX CORPORATION


FIRST AMENDMENT TO CREDIT
AGREEMENT


 

















 


SCHEDULE 2.5(a)


 


	
  Issuing
  Lender

  	
   

  	
  Reference

  Number

  	
   

  	
  Amount

  	
   

  	
  Beneficiary

  	
   

  	
  Expiry Date

  
	
  Bank of America,
  N.A.

  	
   

  	
  68013252

  	
   

  	
  $

  	
  360,527.00

  	
   

  	
  TIC/UE Treasure
  Coast J.V.

  	
   

  	
  5/1/10

  
	
  Bank of America,
  N.A.

  	
   

  	
  68046301

  	
   

  	
  $

  	
  245,794.10

  	
   

  	
  Lointek S.L.

  	
   

  	
  8/11/10

  
	
  Bank of America,
  N.A.

  	
   

  	
  68024920

  	
   

  	
  $

  	
  664,000.00

  	
   

  	
  O&G
  Industries Inc.

  	
   

  	
  11/30/10

  
	
  Bank of America,
  N.A.

  	
   

  	
  68046300

  	
   

  	
  $

  	
  269,013.30

  	
   

  	
  Lointek S.L.

  	
   

  	
  5/30/11

  
	
  Bank of America,
  N.A.

  	
   

  	
  68015291

  	
   

  	
  $

  	
  517,379.10

  	
   

  	
  Bechtel Power
  Corporation

  	
   

  	
  7/1/12

  
	
  Bank of America,
  N.A.

  	
   

  	
  7420611

  	
   

  	
  $

  	
  924,323.00

  	
   

  	
  Bechtel Power
  Corporation

  	
   

  	
  8/31/12

  



 

















 


SCHEDULE 2.5(c)


 


	
  Issuing
  Lender

  	
   

  	
  Reference

  Number

  	
   

  	
  Amount

  	
   

  	
  Beneficiary

  	
   

  	
  Expiry Date

  
	
  Bank of America,
  N.A.

  	
   

  	
  68021543

  	
   

  	
  $

  	
  590,287.00

  	
   

  	
  South Carolina
  Public Service Authority

  	
   

  	
  11/12/12

  
	
  Bank of America,
  N.A.

  	
   

  	
  68019858

  	
   

  	
  $

  	
  558,922.00

  	
   

  	
  South Carolina
  Public Service Authority

  	
   

  	
  11/12/12

  
	
  Bank of America,
  N.A.

  	
   

  	
  68030378

  	
   

  	
  $

  	
  466,381.00

  	
   

  	
  Progress Energy
  Carolinas Inc.

  	
   

  	
  6/1/13

  
	
  Bank of America,
  N.A.

  	
   

  	
  68020433

  	
   

  	
  $

  	
  600,000.00

  	
   

  	
  HSBC Mexico S.A.

  	
   

  	
  12/15/13

  
	
  Bank of America,
  N.A.

  	
   

  	
  68046342

  	
   

  	
  $

  	
  588,630.00

  	
   

  	
  Boise Power
  Partners Joint Venture

  	
   

  	
  1/1/14

  
	
  Bank of America,
  N.A.

  	
   

  	
  68046017

  	
   

  	
  $

  	
  171,000.00

  	
   

  	
  HSBC Mexico S.A.

  	
   

  	
  8/14/15

  



 

















 


SCHEDULE 2.6(a)(2)


 


	
  Foreign
  Issuing Lender

  	
   

  	
  Reference

  Number

  	
   

  	
  Amount

  	
   

  	
  Beneficiary

  	
   

  	
  Expiry Date

  
	
  Bank of America,
  N.A.

  	
   

  	
  3014909

  	
   

  	
  $

  	
  137,500.00

  	
   

  	
  Siemens Demag
  Delaval Turmachinery

  	
   

  	
  5/1/10

  
	
  Bank of America,
  N.A.

  	
   

  	
  68029407

  	
   

  	
  $

  	
  1,008,872.20

  	
   

  	
  A-Tec Power
  Plant Systems AG

  	
   

  	
  8/31/10

  
	
  Bank of America,
  N.A.

  	
   

  	
  68021290

  	
   

  	
  $

  	
  2,787,758.40

  	
   

  	
  HSBC Bank

  	
   

  	
  9/30/10

  
	
  Bank of America,
  N.A.

  	
   

  	
  68019914

  	
   

  	
  $

  	
  181,060.05

  	
   

  	
  Shaw
  Constructors

  	
   

  	
  1/01/11

  
	
  Bank of America,
  N.A.

  	
   

  	
  68019911

  	
   

  	
  $

  	
  245,175.10

  	
   

  	
  Shaw
  Constructors

  	
   

  	
  1/1/11

  
	
  Bank of America,
  N.A.

  	
   

  	
  68027430

  	
   

  	
  $

  	
  395,061.70

  	
   

  	
  Zachry
  Construction Corporation

  	
   

  	
  11/30/11

  
	
  Bank of America,
  N.A.

  	
   

  	
  68046502

  	
   

  	
  $

  	
  324,990.00

  	
   

  	
  Zachry Industrial
  Inc.

  	
   

  	
  12/15/11

  
	
  Bank of America,
  N.A.

  	
   

  	
  68019432

  	
   

  	
  $

  	
  409,526.30

  	
   

  	
  Calaveras Power
  Partners Limited Partnership

  	
   

  	
  5/15/12

  
	
  Bank of America,
  N.A.

  	
   

  	
  68019250

  	
   

  	
  $

  	
  297,682.00

  	
   

  	
  Calaveras Power
  Partners Limited Partnership

  	
   

  	
  5/15/12

  
	
  Bank of America,
  N.A.

  	
   

  	
  68019428

  	
   

  	
  $

  	
  107,829.20

  	
   

  	
  Calaveras Power
  Partners Limited Partnership

  	
   

  	
  5/15/12

  
	
  Bank of America,
  N.A.

  	
   

  	
  68029956

  	
   

  	
  $

  	
  297,681.52

  	
   

  	
  Calaveras Power
  Partners Limited Partnership

  	
   

  	
  5/15/12

  
	
  Bank of America,
  N.A.

  	
   

  	
  68030330

  	
   

  	
  $

  	
  508,769.50

  	
   

  	
  Shaw
  Stone & Webster Inc.

  	
   

  	
  2/28/13

  
	
  Bank of America,
  N.A.

  	
   

  	
  68033172

  	
   

  	
  $

  	
  879,806.00

  	
   

  	
  Sandy Creek
  Power Partner L.P.

  	
   

  	
  9/30/13