Exhibit 4.1


 


SPX
CORPORATION,


as Issuer


 


AND


 


JPMORGAN
CHASE BANK, N.A.


as Trustee


 










 


THIRD SUPPLEMENTAL
INDENTURE


 


Dated as of March 24,
2005


 


to


 


Indenture


 


Dated as of December 27,
2002


 


7 1/2
% Senior Notes due 2013


 





















 


THIS
SUPPLEMENTAL INDENTURE, dated
as of March 24, 2005 (the “Supplemental
Indenture”), is between SPX Corporation, a
Delaware corporation (the “Company”) and
JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as trustee
(the “Trustee”).


 


WHEREAS, SPX and the Trustee
have heretofore executed and delivered that certain Indenture dated as of December 27,
2002 ((the “Original Indenture”), as
amended and supplemented, including by the First Supplemental Indenture dated
as of December 27,2002 (the “First
Supplemental Indenture”, and together with the Original Indenture,
as may be further amended, supplemented or otherwise modified from time to
time, the “Indenture”), providing
for the issuance of 7 1/2 % Senior Notes due 2013 (the “Notes”);


 


WHEREAS, the Company issued
originally $500,000,000 aggregate principal amount of the Notes;


 


WHEREAS, Section 7.02
of the First Supplemental Indenture provides that the Indenture may be amended
with the consent of the Holders of a majority in principal amount of the
Securities then outstanding (including without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for,
Securities) (subject to certain exceptions);


 


WHEREAS, the Company desires
and has requested the Trustee to join with it in entering into this
Supplemental Indenture for the purpose of amending the Indenture in certain
respects as permitted by Section 7.02 of the First Supplemental Indenture;


 


WHEREAS, the execution and
delivery of this Supplemental Indenture has been authorized by Board
Resolutions of the Company;


 


WHEREAS, (1) the Company has received the
consent of the Holders of a majority in principal amount of the outstanding
Notes and has satisfied all other conditions precedent, if any, provided under
the Indenture to enable the Company and the Trustee to enter into this
Supplemental Indenture, all as certified by an Officers’ Certificate, delivered
to the Trustee simultaneously with the execution and delivery of this
Supplemental Indenture as contemplated by Section 102 of the Original
Indenture, and (2) the Company has delivered to the Trustee simultaneously
with the execution and delivery of this Supplemental Indenture an Opinion of
Counsel relating to this Supplemental Indenture as contemplated by Sections 102
and 903 of the Original Indenture.


 


NOW, THEREFORE, in
consideration of the above premises, each party hereby agrees, for the benefit
of the others and for the equal and ratable benefit of the Holders of the
Notes, as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.1 Deletion of
Definitions and Related References.  Sections 1.02 and 101 of Article I of
the Indenture are hereby amended to delete in their entirety all terms and
their


 





















 


respective definitions for which all references are
eliminated in the Indenture as a result of the amendments set forth in Article II
of this Supplemental Indenture.


 


ARTICLE II


 


AMENDMENTS TO INDENTURE


 


Section 2.1 Amendments
to the Indenture. The Indenture is hereby amended by deleting
the following sections of the First Supplemental Indenture and all references
thereto in the Indenture in their entirety:


 


First Supplemental Indenture


Section 3.02 (SEC Reports);


Section 3.03 (Limitation on Indebtedness);


Section 3.04 (Limitation on Guarantees of
Indebtedness by Restricted Subsidiaries);


Section 3.05 (Limitation on Restricted
Payments);


Section 3.06 (Limitation on Liens);


Section 3.07 (Limitation on Sale/Leaseback
Transactions);


Section 3.08 (Limitation on Restrictions on
Distributions from Restricted Subsidiaries);


Section 3.09 (Limitation on Sale of Assets and Subsidiary Stock);


Section 3.10 (Limitation on Affiliate
Transactions);


Section 3.12 (Further Instruments and Acts);


Section 4.01 (2) and (3) (Merger and
Consolidation); and


Section 5.01(6) and (8) (Events of Default).


 


ARTICLE III


 


MISCELLANEOUS
PROVISIONS


 


Section 3.1 Defined
Terms. For all purposes of this Supplemental Indenture, except
as otherwise defined or unless the context otherwise requires, terms used in
capitalized form in this Supplemental Indenture and defined in the Indenture
have the meanings specified in the Indenture.


 


Section 3.2 Indenture.
Except as amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms 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 under
the Indenture shall be bound by the Indenture as amended hereby. In the case of
conflict between the Indenture and this Supplemental Indenture, the provisions
of this Supplemental Indenture shall control.


 


Section 3.3 Governing Law. This Supplemental Indenture will be governed
by, and construed in accordance with, the laws of the state of New York.


 


Section 3.4 Successors.
All agreements of the Company and the Trustee in this Supplemental
Indenture and the Notes shall bind their respective successors.


 





















 


Section 3.5 Duplicate
Originals. All parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together shall represent the same agreement.


 


Section 3.6 Severability.
In case any one or more of
the provisions in this Supplemental Indenture or in the Notes shall be held
invalid, illegal or unenforceable, in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions shall not in any way be affected or impaired thereby,
it being intended that all of the provisions hereof shall be enforceable to the
full extent permitted by law.


 


Section 3.7 Trustee
Disclaimer. The Trustee accepts the amendment of the Indenture
effected by this Supplemental Indenture and agrees to execute the trust created
by the Indenture as hereby amended, but on the terms and conditions set forth
in the Indenture, including the terms and provisions defining and limiting the
liabilities and responsibilities of the Trustee, which terms and provisions
shall in like manner define and limit its liabilities and responsibilities in
the performance of the trust created by the Indenture as hereby amended, and
without limiting the generality of the foregoing, the Trustee shall not be
responsible in any manner whatsoever for or with respect to any of the recitals
or statements contained herein, all of which recitals or statements are made
solely by the Company, and the Trustee makes no representation with respect to
any such matters. Additionally, the Trustee makes no representations as to the
validity or sufficiency of this Supplemental Indenture.


 


Section 3.8 Effectiveness.
The provisions of this Supplemental Indenture shall be effective only upon
execution and delivery of this instrument by the parties hereto.


 


Section 3.9
Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after
the close of business on the date that this Supplemental Indenture becomes
effective may be stamped, imprinted or otherwise legended by the Trustee, with
a notation as follows:


 


“Effective as of March 24, 2005, substantially all of the
restrictive covenants of the Company and certain of the Events of Default have
been eliminated, as provided in the Supplemental Indenture, dated as of March 24,
2005. Reference is hereby made to said Supplemental Indenture, copies of which
are on file with the Trustee, for a description of the amendments made therein.”


 


Section 3.10 Effect
of Headings.    The
headings of the Articles and Sections of this Supplemental Indenture have been
inserted for convenience of reference only, are not intended to be considered a
part hereof and shall not modify or restrict any of the terms or provision
hereof.


 


 


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LEFT BLANK]


 





















 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the day and year written
above.


 


 


	
   

  	
  SPX
  CORPORATION, as the Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J. O’Leary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Patrick
  J. O’Leary

  
	
   

  	
   

  	
    Title:

  	
  Executive
  Vice President, Treasurer

  
	
   

  	
   

  	
    and
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul J. Schmalzel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul
  J. Schmalzel

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President