EXHIBIT 10.4


FIRST AMENDMENT


FIRST AMENDMENT,
dated as of June 16, 2006 (this “Amendment”), to the Credit Agreement,
dated as of November 18, 2005, (the “Credit Agreement”), among SPX Corporation,
a Delaware corporation (the “Parent Borrower”), the Foreign Subsidiary
Borrowers party thereto (together with the Parent Borrower, the “Borrowers”),
the several banks and other financial institutions or entities parties thereto
(the “Lenders”), The Bank of Nova Scotia, as syndication agent, Bank of
America, N.A. and Wachovia Bank, National Association., as documentation
agents, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders
(in such capacity, the “Administrative Agent”).


W I T
N E S S E T H


WHEREAS, pursuant
to the Credit Agreement, the Lenders have agreed to make, and have made,
certain loans and other extensions of credit to the Borrowers; and


WHEREAS, the
Parent Borrower has requested, and, upon this Amendment becoming effective, the
Lenders have agreed, that certain provisions of the Credit Agreement be amended
in the manner provided for in this Amendment.


NOW, THEREFORE,
the parties hereto agree as follows:


SECTION 1.  ­Defined Terms.  Terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.


SECTION 2. ­ Amendment
to Section 5.10 of the Credit Agreement. 
Section 5.10 of the Credit Agreement is hereby amended by deleting the
first sentence thereof in its entirety and substituting it with the following
sentence:


The proceeds of the Initial Term Loans will be used
only to refinance the LYONS and for general corporate purposes of the Parent
Borrower and its Subsidiaries.


SECTION 3. ­­ Amendments
to Schedule 1.7 of the Credit Agreement.


(a)           Section 2.2 of Schedule 1.7 to the
Credit Agreement is hereby amended by deleting from the first sentence thereof
the phrase “provided that such Canadian Borrower shall give the Canadian
Administrative Agent irrevocable written or telephonic notice” and substituting
it with the following phrase:


provided that such Canadian Borrower
shall give the Canadian Administrative Agent and the Administrative Agent
irrevocable written or telephonic notice


(b)           Section 2.3(b)(1) of Schedule 1.7 to
the Credit Agreement is hereby amended by deleting therefrom the phrase “The
relevant Canadian Borrower shall 









 



notify the Canadian Administrative Agent” and
substituting it with the following phrase:


The
relevant Canadian Borrower shall notify the Canadian Administrative Agent and
the Administrative Agent


SECTION 4. Conditions
to Effectiveness.  This Amendment
shall become effective on the date (the “First Amendment Effective Date”)
on which the Administrative Agent shall have received:


(a)           an executed counterpart of this
Amendment from the Parent Borrower (for itself and on behalf of each Subsidiary
that is a Foreign Subsidiary Borrower); and


(b)           executed Lender Consent Letters (or
facsimile transmissions thereof) from the Required Lenders consenting to the
execution of this Amendment by the Administrative Agent.


SECTION 5.  ­Representations and Warranties.  The representations and warranties made by
the Loan Parties in the Loan Documents are true and correct in all material
respects on and as of the First Amendment Effective Date, before and after
giving effect to the effectiveness of this Amendment, as if made on and as of
the First Amendment Effective Date.


SECTION 6.  ­Payment of Expenses.  The Parent Borrower agrees to pay or
reimburse the Administrative Agent for all of its out-of-pocket costs and
reasonable expenses incurred in connection with this Amendment and any other
documents prepared in connection herewith and the transactions contemplated
hereby, including, without limitation, the reasonable fees and disbursements of
counsel to the Administrative Agent.


SECTION 7.  ­Reference to and Effect on the Loan
Documents.  On and after the First
Amendment Effective Date, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to “the Credit
Agreement”, “thereunder”, “thereof” or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby.  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 any Lender or the
Administrative Agent under any of the Loan Documents.  Except as expressly amended herein, all of
the provisions of the Credit Agreement and the other Loan Documents are and
shall remain in full force and effect in accordance with the terms thereof and
are hereby in all respects ratified and confirmed.


SECTION 8.  ­Counterparts.  This Amendment June be executed by one or
more of the parties to this Amendment on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.  Delivery of an
executed signature page of this Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.  A set of the copies of this Amendment signed
by all the parties shall be lodged with the Parent Borrower and the
Administrative Agent.









 



SECTION 9.  ­Governing Law.  This Amendment and the rights and obligations
of the parties hereto shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.









 



IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered by their respective proper and
duly authorized officers as of the day and year first above written.


 


	
  

  	
  SPX CORPORATION (for itself and on behalf of each
  Subsidiary that is a Foreign Subsidiary Borrower)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Name: Patrick O’Leary

  
	
   

  	
   

  	
  Title: Executive Vice President & Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randolph Cates

  
	
   

  	
   

  	
  Name: Randolph Cates

  
	
   

  	
   

  	
  Title: Vice President

  



 
















 


ACKNOWLEDGMENT AND CONSENT


Reference is made to the Credit Agreement described in
the foregoing Amendment (the “Credit Agreement”; terms defined in the
Credit Agreement being used in this Acknowledgment and Consent with the
meanings given to such terms in the Credit Agreement).  Each of the undersigned parties to the
Guarantee and Collateral Agreement and/or one or more other Security Documents,
in each case as amended, supplemented or otherwise modified from time to time,
hereby (a) consents to the foregoing Amendment and the transactions
contemplated thereby and (b) acknowledges and agrees that the guarantees and
grants of security interests contained in the Guarantee and Collateral
Agreement and other Security Documents are, and shall remain, in full force and
effect after giving effect to the foregoing Amendment and all prior
modifications to the Credit Agreement.


THIS ACKNOWLEDGMENT AND CONSENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


 


	
  

  	
  ADVANCED INDUSTRIAL TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADVANCED TEST PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AG EQUIPMENT CO.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMCA/BROOKFIELD INTERNATIONAL SALES, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: President

  



 









 



 


	
  

  	
  AMCA/MONROE HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald Giza

  
	
   

  	
   

  	
  Title: Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AURORA/HYDROMATIC PUMPS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DOMESTIC SUBSIDIARY CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald Giza

  
	
   

  	
   

  	
  Title: Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ENGINEERING ANALYSIS ASSOCIATES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FAIRBANKS MORSE PUMP CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FLAIR CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FLUID TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL FAREBOX SERVICE OF ATLANTA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  



 



 2
 






 



 


	
  

  	
  GENERAL SIGNAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL SIGNAL ENVIRONMENTAL RISK MANAGEMENT COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL SIGNAL HEALTHCARE MANAGEMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL SIGNAL INTERNATIONAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GSBS DEVELOPMENT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GSLE DEVELOPMENT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GSLE SUBCO LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GSLE Development Corporation, as sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Spencer Conard

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GSPS DEVELOPMENT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Vice President & Treasurer

  



 



 3
 






 



 


	
  

  	
  GSR MERGER SUB, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IMAGEXPO, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  SPX Corporation, as sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Executive Vice President & Chief
  Financial

           Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KENDRO GP II, LLC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Spencer Conard

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KODIAK PARTNERS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KODIAK PARTNERS II CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LDN, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LDS TEST AND MEASUREMENT LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: President

  



 



 4
 






 



 


	
  

  	
  THE MARLEY COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SPX Corporation, as sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Executive Vice President & Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MARLEY ENGINEERED PRODUCTS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE MARLEY-WYLAIN COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Greenfeld

  
	
   

  	
   

  	
  Title: Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MCT SERVICES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SPX Cooling Technologies, Inc., as sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MF DEVELOPMENT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEW SIGNAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  P.S.D., INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SGS SERVICE PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GSBS Development Corporation, as general partner

  



 



 5
 






 



 


	
  

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GSLE Development Corporation, as general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GSPS Development Corporation, as general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MF Development Corporation, as general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GSLE Subco LLC, as general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GSLE Development Corporation, as sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SPX COOLING TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SPX DOCK PRODUCTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Executive Vice President

  



 



 6
 






 



 


	
  

  	
  SPX HOLDING INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SPX INTERNATIONAL MANAGEMENT LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SPX Corporation, as sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Executive Vice President & Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SPX MINNESOTA PROPERTIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SPX RISK MANAGEMENT CO.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TCI INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VALLEY FORGE TECHNICAL INFORMATION SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WAUKESHA ELECTRIC SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  XCEL ERECTORS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick O’Leary

  
	
   

  	
   

  	
  Title: President

  



 



 7