Exhibit 4.2


 


SPX
CORPORATION,


as Issuer


 


AND


 


JPMORGAN
CHASE BANK, N.A.


as Trustee


 










 


FOURTH SUPPLEMENTAL INDENTURE


 


Dated as of March 24, 2005


 


to


 


Indenture


 


Dated as of December 27,2002


 


6 1/4 % Senior Notes
due 2011


 





















 


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 Second Supplemental Indenture dated
as of June 16, 2003 (the “Second
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 6 1/4  % Senior Notes due 2011 (the “Notes”);


 


WHEREAS, the Company issued originally $300,000,000 aggregate principal
amount of the Notes;


 


WHEREAS, Section 7.02 of the Second 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 Second
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 Second Supplemental Indenture
and all references thereto in the Indenture in their entirety:


 


Second 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