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