Exhibit 10.1

 

SECOND AMENDMENT TO CREDIT AGREEMENT

 

THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of May 8, 2013 (this “Amendment”) is entered into among SPX Corporation, a Delaware corporation (the “Parent Borrower”), the Foreign Subsidiary Borrowers, the Subsidiary Guarantors and 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 June 30, 2011 (as amended, restated, supplemented or otherwise 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)           In Section 1.1 of the Credit Agreement,

 

(i)            clause (h) in the definition of “Consolidated EBITDA” is amended and restated in its entirety to reads as follows:

 

(h) non-cash compensation expenses and related charges, including non-cash expenses or charges arising from the contribution, sale or other use of stock or stock appreciation or tracking rights, the granting of stock options, the granting of stock appreciation or tracking rights, the granting of restricted stock or restricted stock units  and arrangements similar to any of the foregoing (including any repricing, amendment, modification, substitution or change of any such stock, stock option, stock appreciation or tracking rights, restricted stock or restricted stock units or similar arrangements),

 

(ii)           the definition of “LIBO Rate” is amended by inserting the text “or the successor thereto if the British Bankers Association is no longer making a LIBOR rate available” immediately after the text “the British Bankers Association LIBOR Rate”.

 

2.             Conditions Precedent.  This Amendment shall be effective upon 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.

 

3.             Miscellaneous.

 

(a)           The Credit Agreement and the obligations of the 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 agreement.  Delivery of an executed counterpart of this Amendment by telecopy, pdf or other similar electronic transmission shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

 

(f)            THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

 

[Signature pages follow]

 

2











 

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/   Kevin Lilly
    
	
 
    	
Name:   
    	
Kevin   Lilly
    
	
 
    	
Title:   
    	
Sr.   Vice President, Secretary and General Counsel
    
	
 
    	
 
    	
 
    
	
FOREIGN   SUBSIDIARY BORROWERS:
    	
SPX   COOLING TECHNOLOGIES GmbH,
    
	
 
    	
a   limited liability company formed in Germany
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Robert Bartels
    
	
 
    	
Name:   
    	
Robert   Bartels
    
	
 
    	
Title:   
    	
Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Gene Lowe
    
	
 
    	
Name:   
    	
Gene   Lowe
    
	
 
    	
Title:   
    	
Managing   Director
    
	
 
    	
 
    
	
 
    	
BALCKE-DÜRR   GmbH,
    
	
 
    	
a   limited liability company formed in Germany
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Robert Bartels
    
	
 
    	
Name:   
    	
Robert   Bartels
    
	
 
    	
Title:   
    	
Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Gene Lowe
    
	
 
    	
Name:   
    	
Gene   Lowe
    
	
 
    	
Title:   
    	
Managing   Director
    
	
 
    	
 
    
	
 
    	
SPX   FLOW TECHNOLOGY CRAWLEY LIMITED,
    
	
 
    	
a   company incorporated in England and Wales
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Kevin Lilly
    
	
 
    	
Name:   
    	
Kevin   Lilly
    
	
 
    	
Title:   
    	
Director
    
	
 
    	
 
    	
 
    
	
SUBSIDIARY   GUARANTORS:
    	
THE   MARLEY-WYLAIN COMPANY,
    
	
 
    	
a   Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Jack Kelly
    
	
 
    	
Name:   
    	
Jack   Kelly
    
	
 
    	
Title:   
    	
Vice   President, Secretary and Treasurer
    


 

SPX CORPORATION

SECOND AMENDMENT TO CREDIT AGREEMENT

 











 

	
 
    	
SPX   TRANSFORMER SOLUTIONS, INC.,
    
	
 
    	
a   Wisconsin corporation
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Kevin Lilly
    
	
 
    	
Name:   
    	
Kevin   Lilly
    
	
 
    	
Title:   
    	
Vice   President and Secretary
    
	
 
    	
 
    
	
 
    	
MCT   SERVICES LLC,
    
	
 
    	
a   Delaware limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Gene Lowe
    
	
 
    	
Name:   
    	
Gene   Lowe
    
	
 
    	
Title:   
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
SPX   HEAT TRANSFER LLC,
    
	
 
    	
a   Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Kevin Lilly
    
	
 
    	
Name:   
    	
Kevin   Lilly
    
	
 
    	
Title:   
    	
Manager
    
	
 
    	
 
    
	
 
    	
SPX   FLOW TECHNOLOGY SYSTEMS, INC.,
    
	
 
    	
a   Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Kevin Lilly
    
	
 
    	
Name:   
    	
Kevin   Lilly
    
	
 
    	
Title:   
    	
Vice   President and Secretary
    
	
 
    	
 
    
	
 
    	
SPX   COOLING TECHNOLOGIES, INC.,
    
	
 
    	
a   Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Kevin Lilly
    
	
 
    	
Name:   
    	
Kevin   Lilly
    
	
 
    	
Title:   
    	
Executive   Vice President and Secretary
    
	
 
    	
 
    
	
 
    	
THE   MARLEY COMPANY LLC,
    
	
 
    	
a   Delaware limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Kevin Lilly
    
	
 
    	
Name:   
    	
Kevin   Lilly
    
	
 
    	
Title:   
    	
Executive   Vice President and Secretary
    
	
 
    	
 
    
	
 
    	
SPX   HOLDING, INC.,
    
	
 
    	
a   Connecticut corporation
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Kevin Lilly
    
	
 
    	
Name:   
    	
Kevin   Lilly
    
	
 
    	
Title:   
    	
Vice   President and Secretary
    


 

SPX CORPORATION

SECOND AMENDMENT TO CREDIT AGREEMENT

 











 

	
 
    	
KAYEX   CHINA HOLDINGS, INC.,
    
	
 
    	
a   Delaware corporation
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Kevin Lilly
    
	
 
    	
Name:   
    	
Kevin   Lilly
    
	
 
    	
Title:   
    	
Vice   President and Secretary
    


 

SPX CORPORATION

SECOND AMENDMENT TO CREDIT AGREEMENT

 












 

	
ADMINISTRATIVE   AGENT:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Robert Rittelmeyer
    
	
 
    	
Name:   
    	
Robert   Rittelmeyer
    
	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
 
    
	
FOREIGN   TRADE FACILITY AGENT:
    	
DEUTSCHE   BANK AG DEUTSCHLANDGESCHÄFT
    
	
 
    	
BRANCH,   as Foreign Trade Facility Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Jürgen Berweiler
    
	
 
    	
Name:   
    	
Jürgen   Berweiler
    
	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Monique Bode
    
	
 
    	
Name:   
    	
Monique   Bode
    
	
 
    	
Title:
    	
Assistant   Vice President
    
	
 
    	
 
    
	
LENDERS:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender, Swingline Lender, Issuing Lender and Participation Foreign   Issuing Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Marc Sanchez
    
	
 
    	
Name:   
    	
Marc   Sanchez
    
	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
DEUTSCHE   BANK AG DEUTSCHLANDGESCHÄFT
    
	
 
    	
BRANCH,   as a Lender, Participation Foreign Issuing Lender and Bilateral Foreign   Issuing Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Jürgen Berweiler
    
	
 
    	
Name:   
    	
Jürgen   Berweiler
    
	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Monique Bode
    
	
 
    	
Name:   
    	
Monique   Bode
    
	
 
    	
Title:
    	
Assistant   Vice President
    


 

SPX CORPORATION

SECOND AMENDMENT TO CREDIT AGREEMENT

 











 

	
 
    	
THE   BANK OF NOVA SCOTIA,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   David Mahmood
    
	
 
    	
Name: 
    	
David Mahmood
    
	
 
    	
Title: 
    	
Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
DEUTSCHE   BANK AG NEW YORK BRANCH,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Michael Getz
    
	
 
    	
Name: 
    	
Michael Getz
    
	
 
    	
Title: 
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Marcus M. Tarkington
    
	
 
    	
Name: 
    	
Marcus M. Tarkington
    
	
 
    	
Title: 
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
COMMERZBANK   AG, NEW YORK AND
    
	
 
    	
GRAND   CAYMAN BRANCHES,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Matthew Havens
    
	
 
    	
Name: 
    	
Matthew Havens
    
	
 
    	
Title: 
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Matthew Weinert
    
	
 
    	
Name: 
    	
Matthew Weinert
    
	
 
    	
Title: 
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
THE   BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ George Stoecklein
    
	
 
    	
Name: 
    	
George Stoecklein
    
	
 
    	
Title: 
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
CITIBANK   NA,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Brian Reed
    
	
 
    	
Name: 
    	
Brian Reed
    
	
 
    	
Title: 
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
MIZUHO   CORPORATE BANK, LTD.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ David Lim
    
	
 
    	
Name: 
    	
David Lim
    
	
 
    	
Title: 
    	
Authorized Signatory
    


 

SPX CORPORATION

SECOND AMENDMENT TO CREDIT AGREEMENT

 











 

	
 
    	
NORDEA   BANK FINLAND PLC
    
	
 
    	
NEW   YORK AND GRAND CAYMAN BRANCHES,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Mogens R. Jensen
    
	
 
    	
Name: 
    	
Mogens R. Jensen
    
	
 
    	
Title: 
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Linda Lindblad
    
	
 
    	
Name: 
    	
Linda Lindblad
    
	
 
    	
Title: 
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
SUNTRUST   BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Arthur D. Burns
    
	
 
    	
Name: 
    	
Arthur D. Burns
    
	
 
    	
Title: 
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
HSBC   BANK USA, NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Chris Burns
    
	
 
    	
Name: 
    	
Chris Burns
    
	
 
    	
Title: 
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
FIFTH   THIRD BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Mary Ramsey
    
	
 
    	
Name: 
    	
Mary Ramsey
    
	
 
    	
Title: 
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
WELLS   FARGO BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Kirk Tesch
    
	
 
    	
Name: 
    	
Kirk Tesch
    
	
 
    	
Title: 
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
THE   NORTHERN TRUST COMPANY,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ John Canty
    
	
 
    	
Name:   
    	
John   Canty
    
	
 
    	
Title: 
    	
Senior Vice President
    


 

SPX CORPORATION

SECOND AMENDMENT TO CREDIT AGREEMENT

 











 

	
 
    	
PNC   BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Larry Jackson
    
	
 
    	
Name: 
    	
Larry Jackson
    
	
 
    	
Title: 
    	
Vice President — Underwriting Manager, Officer
    
	
 
    	
 
    	
 
    
	
 
    	
TD   BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Mark Hogan
    
	
 
    	
Name: 
    	
Mark Hogan
    
	
 
    	
Title: 
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
US   BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Steven Dixon
    
	
 
    	
Name: 
    	
Steven Dixon
    
	
 
    	
Title: 
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
CREDIT   AGRICOLE CORPORATE AND
    
	
 
    	
INVESTMENT   BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Michael Madnick
    
	
 
    	
Name: 
    	
Michael Madnick
    
	
 
    	
Title: 
    	
Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Brad Matthews
    
	
 
    	
Name: 
    	
Brad Matthews
    
	
 
    	
Title: 
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
JPMORGAN   CHASE BANK, N.A.,
    
	
 
    	
as   a Lender and Issuing Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Richard W. Duker
    
	
 
    	
Name: 
    	
Richard W. Duker
    
	
 
    	
Title: 
    	
Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
DBS   BANK LTD., LOS ANGELES AGENCY,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ James McWalters
    
	
 
    	
Name: 
    	
James McWalters
    
	
 
    	
Title: 
    	
General Manager
    


 

SPX CORPORATION

SECOND AMENDMENT TO CREDIT AGREEMENT

 











 

	
 
    	
SUMITOMO   MITSUI BANKING CORPORATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Shuji Yabe
    
	
 
    	
Name: 
    	
Shuji Yabe
    
	
 
    	
Title: 
    	
Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
DNB   NOR BANK ASA GRAND CAYMAN BRANCH,
    
	
 
    	
as   a Lender and Participation Foreign Issuing Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Philip F. Kurpiewski
    
	
 
    	
Name: 
    	
Philip F. Kurpiewski
    
	
 
    	
Title: 
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Kristie Li
    
	
 
    	
Name: 
    	
Kristie Li
    
	
 
    	
Title: 
    	
First Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
BAYERISCHE   LANDESBANK, NEW YORK
    
	
 
    	
BRANCH,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Rolf Siebert
    
	
 
    	
Name: 
    	
Rolf Siebert
    
	
 
    	
Title: 
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Michael Hintz
    
	
 
    	
Name: 
    	
Michael Hintz
    
	
 
    	
Title: 
    	
First Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
COMPASS   BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Michael Dixon
    
	
 
    	
Name: 
    	
Michael Dixon
    
	
 
    	
Title: 
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
HSBC   BANK PLC,
    
	
 
    	
as   a Bilateral Foreign Issuing Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Ivan Taylor
    
	
 
    	
Name: 
    	
Ivan Taylor
    
	
 
    	
Title: 
    	
Senior Corporate Banking Manager
    
	
 
    	
 
    	
 
    
	
 
    	
SCOTIABANC   INC.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ J.F. Todd
    
	
 
    	
Name: 
    	
J.F. Todd
    
	
 
    	
Title: 
    	
Managing Director
    


 

SPX CORPORATION

SECOND AMENDMENT TO CREDIT AGREEMENT

 











 

	
 
    	
INTESA   SANPAOLO S.P.A., New York Branch,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Cristina Cignoli
    
	
 
    	
Name: 
    	
Cristina Cignoli
    
	
 
    	
Title: 
    	
VP
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Sergio Maggioni
    
	
 
    	
Name: 
    	
Sergio Maggioni
    
	
 
    	
Title: 
    	
FVP
    
	
 
    	
 
    	
 
    
	
 
    	
CREDIT   SUISSE AG, CAYMAN ISLANDS BRANCHE,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Ari Bruger
    
	
 
    	
Name: 
    	
Ari Bruger
    
	
 
    	
Title: 
    	
Authorized Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Tyler R. Smith
    
	
 
    	
Name: 
    	
Tyler R. Smith
    
	
 
    	
Title: 
    	
Authorized Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
BANK   OF CHINA, NEW YORK BRANCH,
    
	
 
    	
as   a Lender and Participation Foreign Issuing Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Haifeng Xu
    
	
 
    	
Name: 
    	
Haifeng Xu
    
	
 
    	
Title: 
    	
Assistant General Manager
    


 

SPX CORPORATION

SECOND AMENDMENT TO CREDIT AGREEMENT