\n| <\/td>\n | \n Title: VP & General Manager<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n SPX CORPORATION<\/p>\n INCREMENTAL FACILITY ACTIVATION NOTICE : TERM LOAN A<\/p>\n
\n<\/p>\n Schedule 1 to<\/p>\n Incremental Facility Activation Notice<\/u><\/p>\n NEW LENDERS<\/u><\/p>\n\n\n\n| \n Lender<\/strong><\/p>\n<\/td>\n| <\/td>\n | \n Address<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Scotiabanc Inc.<\/p>\n<\/td>\n | <\/td>\n | \n 711 Louisiana Street, Suite 1400<\/p>\n Houston, Texas 77002<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Compass Bank<\/p>\n<\/td>\n | <\/td>\n | \n 24 Greenway Plaza, Suite 1400B<\/p>\n Houston, Texas 77046<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Credit Suisse AG, Cayman Island Branch<\/p>\n<\/td>\n | <\/td>\n | \n Eleven Madison Avenue<\/p>\n New York, New York 10010<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Comerica Bank<\/p>\n<\/td>\n | <\/td>\n | \n 3551 Hamlin Road, 4th Floor<\/p>\n Auburn Hills, Michigan 48326<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n First Commercial Bank , New York Branch<\/p>\n<\/td>\n | <\/td>\n | \n 750 3rd Avenue, 34th Floor<\/p>\n New York, New York 10017<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n SPX CORPORATION<\/p>\n INCREMENTAL FACILITY ACTIVATION NOTICE : TERM LOAN A<\/p>\n
\n<\/p>\n Annex A to<\/p>\n Incremental Facility Activation Notice<\/u><\/p>\n AMORTIZATION SCHEDULE<\/p>\n The Parent Borrower shall repay the outstanding principal amount of the
\nIncremental Term Loan A in installments on the dates and in the amounts set
\nforth in the table below (as such installments may hereafter be adjusted as a
\nresult of prepayments made pursuant to Section 2.12 of the Credit Agreement),
\nunless accelerated sooner pursuant to Article VII of the Credit Agreement:<\/p>\n \n\n\n| \n Payment Dates<\/strong><\/p>\n<\/td>\n| <\/td>\n | \n Principal Amortization
\nPayment (as a Percentage of
\nInitial Principal Amount of the
\nIncremental Term Loan A)<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| \n December 31, 2011<\/p>\n<\/td>\n | <\/td>\n | \n 0.00%<\/p>\n<\/td>\n<\/tr>\n | \n| \n March 31, 2012<\/p>\n<\/td>\n | <\/td>\n | \n 0.00%<\/p>\n<\/td>\n<\/tr>\n | \n| \n June 30, 2012<\/p>\n<\/td>\n | <\/td>\n | \n 0.00%<\/p>\n<\/td>\n<\/tr>\n | \n| \n September 30, 2012<\/p>\n<\/td>\n | <\/td>\n | \n 0.00%<\/p>\n<\/td>\n<\/tr>\n | \n| \n December 31, 2012<\/p>\n<\/td>\n | <\/td>\n | \n 0.00%<\/p>\n<\/td>\n<\/tr>\n | \n| \n March 31, 2013<\/p>\n<\/td>\n | <\/td>\n | \n 1.25%<\/p>\n<\/td>\n<\/tr>\n | \n| \n June 30, 2013<\/p>\n<\/td>\n | <\/td>\n | \n 1.25%<\/p>\n<\/td>\n<\/tr>\n | \n| \n September 30, 2013<\/p>\n<\/td>\n | <\/td>\n | \n 1.25%<\/p>\n<\/td>\n<\/tr>\n | \n| \n December 31, 2013<\/p>\n<\/td>\n | <\/td>\n | \n 1.25%<\/p>\n<\/td>\n<\/tr>\n | \n| \n March 31, 2014<\/p>\n<\/td>\n | <\/td>\n | \n 3.75%<\/p>\n<\/td>\n<\/tr>\n | \n| \n June 30, 2014<\/p>\n<\/td>\n | <\/td>\n | \n 3.75%<\/p>\n<\/td>\n<\/tr>\n | \n| \n September 30, 2014<\/p>\n<\/td>\n | <\/td>\n | \n 3.75%<\/p>\n<\/td>\n<\/tr>\n | \n| \n December 31, 2014<\/p>\n<\/td>\n | <\/td>\n | \n 3.75%<\/p>\n<\/td>\n<\/tr>\n | \n| \n March 31, 2015<\/p>\n<\/td>\n | <\/td>\n | \n 5.00%<\/p>\n<\/td>\n<\/tr>\n | \n| \n June 30, 2015<\/p>\n<\/td>\n | <\/td>\n | \n 5.00%<\/p>\n<\/td>\n<\/tr>\n | \n| \n September 30, 2015<\/p>\n<\/td>\n | <\/td>\n | \n 5.00%<\/p>\n<\/td>\n<\/tr>\n | \n| \n December 31, 2015<\/p>\n<\/td>\n | <\/td>\n | \n 5.00%<\/p>\n<\/td>\n<\/tr>\n | \n| \n March 31, 2016<\/p>\n<\/td>\n | <\/td>\n | \n 5.00%<\/p>\n<\/td>\n<\/tr>\n | \n| \n Incremental Term Loan Maturity Date for the Incremental Term
\nLoan A<\/p>\n<\/td>\n | <\/td>\n | \n Outstanding principal amount of the Incremental Term Loan A\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n SPX CORPORATION<\/p>\n INCREMENTAL FACILITY ACTIVATION NOTICE : TERM LOAN A<\/p>\n
\n<\/p>\n Annex B to<\/p>\n Incremental Facility Activation Notice<\/u><\/p>\n APPLICABLE RATE FOR INCREMENTAL TERM LOAN A<\/p>\n “Applicable Rate<\/u>“: with respect to the Incremental Term Loan A, for
\nany day, the applicable rate per annum set forth below in the applicable grid,
\nbased upon the Consolidated Leverage Ratio as of the most recent Determination
\nDate:<\/p>\n\n\n\n| \n Pricing<\/strong><\/p>\nTier<\/strong><\/p>\n<\/td>\n| <\/td>\n | \n Consolidated
\nLeverage<\/strong><\/p>\nRatio<\/strong><\/p>\n<\/td>\n| <\/td>\n | \n LIBO<\/strong><\/p>\nRate<\/strong><\/p>\nLoans<\/strong><\/p>\n<\/td>\n| <\/td>\n | \n ABR<\/strong><\/p>\nLoans<\/strong><\/p>\n<\/td>\n| <\/td>\n<\/tr>\n | \n| \n 1<\/p>\n<\/td>\n | <\/td>\n | \n < 1.0 to 1.0<\/p>\n<\/td>\n | <\/td>\n | \n 1.50<\/p>\n<\/td>\n | \n %<\/p>\n<\/td>\n | \n 0.50<\/p>\n<\/td>\n | \n %<\/p>\n<\/td>\n<\/tr>\n | \n| \n 2<\/p>\n<\/td>\n | <\/td>\n | \n ><\/u> 1.0 to 1.0<\/p>\n but<\/p>\n < 1.5 to 1.0<\/p>\n<\/td>\n | <\/td>\n | \n 1.75<\/p>\n<\/td>\n | \n %<\/p>\n<\/td>\n | \n 0.75<\/p>\n<\/td>\n | \n %<\/p>\n<\/td>\n<\/tr>\n | \n| \n 3<\/p>\n<\/td>\n | <\/td>\n | \n ><\/u> 1.5 to 1.0<\/p>\n but<\/p>\n < 2.0 to 1.0<\/p>\n<\/td>\n | <\/td>\n | \n 2.00<\/p>\n<\/td>\n | \n %<\/p>\n<\/td>\n | \n 1.00<\/p>\n<\/td>\n | \n %<\/p>\n<\/td>\n<\/tr>\n | \n| \n 4<\/p>\n<\/td>\n | <\/td>\n | \n ><\/u> 2.0 to 1.0<\/p>\n but<\/p>\n < 3.0 to 1.0<\/p>\n<\/td>\n | <\/td>\n | \n 2.125<\/p>\n<\/td>\n | \n %<\/p>\n<\/td>\n | \n 1.125<\/p>\n<\/td>\n | \n %<\/p>\n<\/td>\n<\/tr>\n | \n| \n 5<\/p>\n<\/td>\n | <\/td>\n | \n ><\/u> 3.0 to 1.0<\/p>\n<\/td>\n | <\/td>\n | \n 2.25<\/p>\n<\/td>\n | \n %<\/p>\n<\/td>\n | \n 1.25<\/p>\n<\/td>\n | \n %<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n For purposes of the foregoing, (a) the Consolidated Leverage Ratio shall be
\ndetermined as of the end of each fiscal quarter of the Parent Borrower153s fiscal
\nyear based upon the Parent Borrower153s consolidated financial statements
\ndelivered pursuant to Section 5.1(a)<\/u> or (b)<\/u>, and (b) each change
\nin the Applicable Rate resulting from a change in the Consolidated Leverage
\nRatio shall be effective during the period commencing on and including the date
\nof delivery to the Administrative Agent of such consolidated financial
\nstatements indicating such change and ending on the date immediately preceding
\nthe effective date of the next such change; provided<\/u> that (i) Pricing
\nTier 5 shall apply at any time that an Event of Default has occurred and is
\ncontinuing or (ii) at the option of the Administrative Agent or at the request
\nof the Required Lenders in respect of the Incremental Term Loan A, if a
\nCompliance Certificate is not delivered when due in accordance with Section
\n5.1(a)<\/u> or (b)<\/u>, Pricing Tier 5 shall apply as of the first Business
\nDay after the date on which such Compliance Certificate was required to have
\nbeen delivered and shall continue to apply until the first Business Day
\nimmediately following the date a Compliance Certificate is delivered in
\naccordance with Section 5.1(a)<\/u> or (b)<\/u>, whereupon the Applicable
\nRate shall be adjusted based upon the calculation of the Consolidated Leverage
\nRatio contained in such Compliance Certificate. Notwithstanding the foregoing,
\nthe Applicable Rate in effect from the Funding Date through the first Business
\nDay immediately following the date a Compliance Certificate is required to be
\ndelivered pursuant to Section 5.1(b)<\/u> for the fiscal quarter (and fiscal
\nyear) ending December 31, 2011 shall be determined based upon the Consolidated
\nLeverage Ratio contained in the Incremental Term Loan Funding Date Certificate.
\nNotwithstanding anything to the contrary contained in this definition, the
\ndetermination of the Applicable Rate for any period shall be subject to the
\nprovisions of Section 2.15(f)<\/u> of the Credit Agreement.<\/p>\n SPX CORPORATION<\/p>\n INCREMENTAL FACILITY ACTIVATION NOTICE : TERM LOAN A<\/p>\n
\n<\/p>\n Exhibit 1 to<\/p>\n Incremental Facility Activation Notice<\/p>\n To: BANK OF AMERICA, N.A.,<\/p>\n as Administrative Agent under the Credit Agreement referred to below<\/p>\n Reference is hereby made to the Credit Agreement, dated as of June 30, 2011
\n(as amended by the First Amendment to Credit Agreement, dated as of October ,
\n2011, and as further amended, restated, supplemented or otherwise modified from
\ntime to time, the “Credit Agreement<\/u>“), among SPX Corporation, a Delaware
\ncorporation (the “Parent Borrower<\/u>“), the Foreign Subsidiary Borrowers
\nfrom time to time parties thereto, the Lenders from time to time parties
\nthereto, Bank of America, N.A., as Administrative Agent (in such capacity, the
\n“Administrative Agent<\/u>“) and Deutsche Bank AG Deutschlandgesch 164ft Branch,
\nas Foreign Trade Facility Agent. Unless otherwise defined herein, terms shall
\nhave the meaning ascribed to such terms in the Credit Agreement or the Operative
\nIncremental Facility Activation Notice (as defined below), as applicable.<\/p>\n The undersigned [Chief Financial Officer][Vice President : Finance] of the
\nParent Borrower certifies as follows:<\/p>\n 1. I am the duly elected, qualified and acting [Chief Financial Officer][Vice
\nPresident : Finance] of the Parent Borrower.<\/p>\n 2. I have reviewed and am familiar with the contents of the Incremental
\nFacility Activation Notice attached hereto as Exhibit A (the “Operative
\nIncremental Facility Activation Notice<\/u>“).<\/p>\n 3. I have reviewed the terms of the Credit Agreement and the other Loan
\nDocuments and have made or caused to be made under my supervision, a review in
\nreasonable detail of the transactions and condition of the Parent Borrower
\nduring the accounting period ended , 20 [insert most recent period for which
\nfinancial statements have been delivered<\/em>]. Such review did not disclose the
\nexistence during or at the end of the accounting period covered by the Parent
\nBorrower153s most recent financial statements delivered pursuant to Section 5.1(a)
\nor (b) of the Credit Agreement, and I have no knowledge of the existence, as of
\nthe date of the Operative Incremental Facility Activation Notice, of any Default
\nor Event of Default, both on the date hereof and after giving pro forma effect
\nto any Loans made pursuant to the Operative Incremental Facility Activation
\nNotice and the application of the proceeds therefrom.<\/p>\n4. Attached hereto as Attachment 1<\/u> are the computations showing that
\nafter giving pro forma effect to the making of the Incremental Term Loan A and
\nany other Loans on the Funding Date [and the substantially concurrent
\nAcquisition and related repayments of Indebtedness], the Parent Borrower shall
\nbe in compliance with the financial covenants contained in Section 6.1 of the
\nCredit Agreement as of the last day of the most recent period of four
\nconsecutive fiscal quarters of the Parent Borrower for which financial
\nstatements have been delivered pursuant to Section 5.1(a) or (b) of the Credit
\nAgreement (calculated as if the Incremental Term Loan A and any other such Loans
\nhad been incurred [and the substantially concurrent Acquisition and related
\nrepayments of Indebtedness consummated] on the first day of such period).<\/p>\n SPX CORPORATION<\/p>\n INCREMENTAL FACILITY ACTIVATION NOTICE : TERM LOAN A<\/p>\n
\n<\/p>\n Attachment 1 to<\/p>\n Incremental Facility Activation Notice<\/p>\n [Set forth Compliance Calculations]<\/p>\n SPX CORPORATION<\/p>\n INCREMENTAL FACILITY ACTIVATION NOTICE : TERM LOAN A<\/p>\n
\n<\/p>\n Exhibit 2 to<\/p>\n Incremental Facility Activation Notice<\/p>\n [Form of Cash Collateral Agreement]<\/p>\n CASH COLLATERAL AGREEMENT<\/p>\n THIS CASH COLLATERAL AGREEMENT (this “Agreement<\/u>“) dated as of [ ],
\n2011 is made and entered into among SPX Corporation, a Delaware corporation (the
\n“Pledgor<\/u>“), Bank of America, N.A., as Administrative Agent (in such
\ncapacity, the “Pledgee<\/u>“) and Merrill Lynch, Pierce, Fenner & Smith
\nIncorporated (the “Securities Intermediary<\/u>“).<\/p>\n RECITALS<\/u><\/p>\n WHEREAS, credit facilities have been established in favor of the Pledgor and
\ncertain of its subsidiaries pursuant to the terms of that certain Credit
\nAgreement, dated as of June 30, 2011 (as amended by the First Amendment to
\nCredit Agreement dated as of October , 2011, and as further amended, restated,
\nsupplemented or otherwise modified from time to time, the “Credit
\nAgreement<\/u>“), among the Pledgor, such subsidiaries, the lenders party
\nthereto, the Pledgee and Deutsche Bank AG, Deutschlandgesch 164ft Branch, as the
\nforeign trade facility agent;<\/p>\n WHEREAS, the Pledgor intends to make borrowings under (a) a $500,000,000
\nfive-year term loan (“Term Loan A<\/u>“), and (b) a $300,000,000 18-month term
\nloan (“Term Loan X<\/u>“; together with the Term Loan A, the “Incremental
\nTerm Loans<\/u>“), in each case established pursuant to Section 2.1(b) of the
\nCredit Agreement, the proceeds of which shall be used as part of the
\nconsideration to consummate the acquisition (the “Acquisition<\/u>“) of Clyde
\nUnion (Holdings) S. R.L. and may be used to repay debt outstanding at the time
\nof the funding of the Incremental Term Loans; and<\/p>\n WHEREAS, until used by the Pledgor as identified above, the proceeds of the
\nIncremental Term Loans shall be maintained in a blocked securities account
\npursuant to the terms of this Agreement.<\/p>\n NOW, THEREFORE, in consideration of the premises and other good and valuable
\nconsideration, the receipt and sufficiency of which are hereby acknowledged, the
\nparties hereto agree as follows:<\/p>\n ARTICLE I<\/p>\n Creation of Security Interest<\/u><\/p>\n Section 1.1. Defined Terms<\/u>. As used herein, the terms “Securities
\nAccount” and “Proceeds”, which are defined in the Uniform Commercial Code as in
\neffect from time to time in the State of New York (the “UCC<\/u>“), are used
\nherein as so defined.<\/p>\n Section 1.2 Cash Collateral Account<\/u>. The Pledgor has established the
\nfollowing securities account with the Securities Intermediary (the “Cash
\nCollateral Account<\/u>“):<\/p>\n Account Number:<\/p>\n Account Name: SPX Corporation Collateral Account for Bank of America,<\/p>\n N.A., in its capacity as Administrative Agent<\/p>\n SPX CORPORATION<\/p>\n INCREMENTAL FACILITY ACTIVATION NOTICE : TERM LOAN A<\/p>\n
\n<\/p>\n Unless used by the Pledgor, no later than five (5) business days following
\nthe date of the funding of the Incremental Term Loans, to consummate the
\nAcquisition and\/or repay debt as identified above, the Pledgor shall deposit the
\nproceeds of the Incremental Term Loans into the Cash Collateral Account.<\/p>\n Section 1.3 Grant of Security Interest<\/u>. To secure the prompt payment
\nand performance in full when due, whether by lapse of time, acceleration,
\nmandatory prepayment or otherwise, of the Obligations, the Pledgor hereby
\ngrants, pledges, assigns and transfers to the Pledgee, a continuing security
\ninterest in any and all right, title and interest of the Pledgor, in and to the
\nCash Collateral Account and all financial assets, investment property,
\nsecurities, cash and other property now or hereafter held therein, including
\nwithout limitation dividends payable in cash or stock and shares or other
\nproceeds of conversions or splits of any securities in the Cash Collateral
\nAccount (collectively, the “Collateral<\/u>“). Pledgor, Pledgee and the
\nSecurities Intermediary agree that the Cash Collateral Account is a “securities
\naccount” within the meaning of Article 8 of the UCC and that all Collateral held
\nin the Cash Collateral Account will be treated as financial assets under the
\nUCC. The Securities Intermediary shall have no obligation or duty to follow any
\ninstructions given by the Pledgor with respect to the Cash Collateral Account,
\nexcept as provided in Section 6.1(e)<\/u> below. The Pledgee shall have no
\nobligation or duty to follow any instructions of Pledgor, except as provided in
\nSection 4.1<\/u>. The rights and interests granted hereunder are specifically
\nintended to convey “control” to the Pledgee over the Cash Collateral Account and
\nall amounts therein within the meaning of the UCC.<\/p>\n Section 1.4 The Pledgor hereby agrees to execute and deliver to the Pledgee
\nconcurrently with the execution of this Agreement, and at any time or times
\nhereafter at the request of Pledgee, all assignments, conveyances, assignment
\nstatements, financing statements, renewal financing statements, security
\nagreements, affidavits, notices and all other agreements, instruments and
\ndocuments that the Pledgee may reasonably request, and will execute all
\nnecessary endorsements in order to perfect and maintain the security interests
\nand liens granted herein by the Pledgor to the Pledgee. In furtherance of the
\nforegoing, the Pledgor hereby appoints the Pledgee as its attorney-in-fact for
\nthe purpose of making any of the foregoing endorsements and executing any such
\nfinancing statements, documents and agreements; provided, however, that the
\nPledgee covenants to the Pledgor that it may act in the capacity as
\nattorney-in-fact granted hereunder only after the occurrence of an Event of
\nDefault (here and hereinafter, as such term is defined the Credit Agreement) and
\nduring the continuance thereof. The foregoing power of attorney shall be a power
\ncoupled with an interest and shall be irrevocable until the Termination Date (as
\ndefined below).<\/p>\n ARTICLE II<\/p>\n Priority of Security Interests<\/u><\/p>\n Section 2.1 The Pledgor represents and warrants that the security interest
\ncreated in Section 1.3<\/u> is a first priority security interest in favor of
\nthe Pledgee, and shall constitute at all times a valid and perfected security
\ninterest in the Collateral and that said security interest in said Collateral
\nshall not become subordinate or junior to the security interests, liens or
\nclaims of any other person, firm or corporation, except for the Unsubordinated
\nObligations (as defined below).<\/p>\n ARTICLE III<\/p>\n Default<\/u><\/p>\n Section 3.1 The Pledgor and the Pledgee hereby acknowledge and agree that
\nupon the<\/p>\n
\n<\/p>\n occurrence of an Event of Default and during the continuance thereof, the
\nPledgee shall have, in respect of the Collateral, (a) after having provided five
\n(5) business days prior written notice to the Pledgor (or immediately upon the
\noccurrence of an event with respect to the Pledgor described in paragraph (h) or
\n(i) of Article VII of the Credit Agreement), the right, immediately and without
\nfurther action by the Pledgee, to notify the Securities Intermediary in writing
\nto deliver all assets in the Cash Collateral Account to the Pledgee for
\napplication by the Pledgee against the Obligations (as defined in the Credit
\nAgreement), (b) all the rights and remedies contained in this Agreement, the
\nLoan Documents (here and hereinafter, as defined in the Credit Agreement) or
\npermitted by law and (c) all the rights and remedies of a secured party under
\nthe UCC, all of which shall be cumulative to the extent permitted by law. The
\nSecurities Intermediary agrees to promptly deliver all such assets in the Cash
\nCollateral Account to the Pledgee upon receipt of such written notice from the
\nPledgee reference in clause (a)<\/u> above.<\/p>\n Section 3.2 The Pledgee153s failure at any time or times hereafter to require
\nstrict performance by the Pledgor of any of the provisions, warranties, terms
\nand conditions contained in this Agreement shall not waive, affect or diminish
\nany right of the Pledgee at any time or times hereafter to demand strict
\nperformance therewith and with respect to any other provisions, warranties,
\nterms and conditions contained in this Agreement.<\/p>\n ARTICLE IV<\/p>\n Access\/Release of Collateral<\/u><\/p>\n Section 4.1 Method for Disbursement<\/u>.<\/p>\n (a) Upon the Pledgee153s receipt of a certificate of a financial officer of the
\nPledgor, (i) certifying that the Acquisition is expected to be consummated no
\nlater than five (5) business days following the advance of such funds in
\naccordance with the terms of the Acquisition in all material respects, including
\nreceipt of all governmental, shareholder and third party consents and approvals
\n(including Hart-Scott-Rodino clearance) reasonably necessary in connection with
\nthe Acquisition, (ii) certifying that at the time of the advance of the funds in
\nthe Cash Collateral Account to the Pledgor and immediately after the
\nconsummation of the Acquisition with such funds, no Specified Default (as
\ndefined in the Credit Agreement) shall have occurred and be continuing, or would
\noccur after giving effect to the Acquisition, (iii) containing a calculation of
\nthe covenants contained in Section 6.1 of the Credit Agreement demonstrating
\nthat the Pledgor shall be in compliance, on a pro forma basis (as contemplated
\nin the Credit Agreement), after giving effect to the Acquisition, with such
\ncovenants, in each case recomputed as at the last day of the most recently ended
\nfiscal quarter of the Pledgor for which the relevant information is available
\nand (iv) setting forth wiring instructions for the account(s) into which the
\nfunds from the Cash Collateral Account shall be deposited, the Pledgee promptly
\nshall instruct the Securities Intermediary to terminate the Cash Collateral
\nAccount, to liquidate all investments in the Cash Collateral Account and to
\ndisburse the entire amount of funds held in the Cash Collateral to the Pledgor
\n(using the wiring instructions provided in the certificate described above).\n<\/p>\n (b) If the Pledgor determines in its discretion that the Acquisition will not
\nbe consummated, upon receipt by the Pledgee of written instructions from the
\nPledgor to do so, the Pledgee promptly shall instruct the Securities
\nIntermediary in writing to terminate the Cash Collateral Account, to liquidate
\nall investments in the Cash Collateral Account and to disburse the entire amount
\nof funds held in the Cash Collateral Account to the Pledgee, for prompt
\napplication thereof by the Pledgee for repayment of the outstanding principal
\namount of the Incremental Term Loans.<\/p>\n
\n<\/p>\n ARTICLE V<\/p>\n Representations and Warranties<\/u><\/p>\n Section 5.1 The Pledgor hereby represents and warrants that:<\/p>\n (a) it has the corporate right, power and authority to execute, deliver and
\nperform this Agreement and has taken all necessary corporate action to authorize
\nthe execution, delivery and performance of this Agreement;<\/p>\n (b) this Agreement constitutes a legal, valid and binding obligation of the
\nPledgor, enforceable against the Pledgor in accordance with its terms, except as
\nsuch enforceability may be limited by the Bankruptcy Code of the United States
\nand other applicable debtor relief laws and by general principles of equity and
\nprinciples of good faith and fair dealing; and<\/p>\n (c) the execution, delivery and performance of this Agreement will not
\nviolate any provision of any applicable law or material contractual obligation
\nof the Pledgor.<\/p>\n ARTICLE VI<\/p>\n Securities Account Provisions<\/u><\/p>\n Section 6.1 The parties hereto agree (which agreement by the Pledgor will be
\nconstrued as instructions to the Securities Intermediary):<\/p>\n (a) The Securities Intermediary is instructed to register the pledge on its
\nbooks. The Securities Intermediary shall hold all certificated securities that
\ncomprise all or part of the Collateral with proper endorsements to the
\nSecurities Intermediary or in blank, or, upon the written request of the
\nPledgee, will deliver possession of such certificated securities to the Pledgee;
\nprovided that the Pledgee hereby covenants to the Pledgor that it shall make no
\nsuch written request except after the occurrence of an Event of Default during
\nthe continuance thereof.<\/p>\n (b) The Securities Intermediary is instructed to deliver to the Pledgee and
\nthe Pledgor copies of monthly statements on the Cash Collateral Account and,
\nupon request by either the Pledgee or the Pledgor, account balance
\nverifications.<\/p>\n (c) The Cash Collateral Account will be styled as provided in Section
\n1.2<\/u> above.<\/p>\n (d) All dividends, interest, gains and other profits with respect to the Cash
\nCollateral Account will be reported in the name and tax identification number of
\nthe Pledgor.<\/p>\n (e) The Securities Intermediary may not, without the prior written consent of
\nPledgee, deliver, release or otherwise dispose of the Collateral or any interest
\ntherein unless the proceeds thereof are held or reinvested in the Cash
\nCollateral Account as part of the Collateral or applied by Securities
\nIntermediary to the satisfaction of an Unsubordinated Obligation (as defined
\nbelow) owed to it. The Pledgee shall have exclusive control over the Cash
\nCollateral Account; provided<\/u>, however, the Securities Intermediary may
\ncomply with orders or instructions from Pledgor regarding the purchase and sale
\nof, and the investment or reinvestment of proceeds from the sale of securities,
\ncash dividends, interest, income, earnings and other distributions in the Cash
\nCollateral Account until a reasonable period of time after the Securities
\nIntermediary receives written notification from the Pledgee that the Securities\n<\/p>\n
\n <\/p>\n Intermediary shall comply with the orders and instructions of the Pledgee
\nonly with respect to the purchase and sale of, and the investment or
\nreinvestment of proceeds from the sale of securities, cash dividends, interest,
\nincome, earnings and other distributions; provided that the Pledgee covenants to
\nthe Pledgor that it may provide such written notification only after the
\noccurrence of an Event of Default and during the continuance thereof.<\/p>\n (f) The Pledgor authorizes the Securities Intermediary, and the Securities
\nIntermediary agrees, to comply with any order or instruction from Pledgee
\nconcerning the Cash Collateral Account, including an order or instruction
\ndirecting sale, transfer or redemption of all or part of the Collateral and the
\nremittance of the proceeds thereof, if any, to Pledgee, without further consent
\nby the Pledgor; provided that the Pledgee acknowledges and agrees that it may
\ndeliver such order or instruction only after the occurrence of an Event of
\nDefault and during the continuance thereof. Securities Intermediary shall have
\nno responsibility or liability to Pledgor for complying with any order or
\ninstruction, whether oral or written, concerning the Cash Collateral Account,
\nthe Collateral, any interest therein, or the proceeds thereof originated by
\nPledgee and shall have no responsibility to investigate the appropriateness of
\nany such order or instruction, even if Pledgor notifies Securities Intermediary
\nthat Pledgee is not legally entitled to originate any such order or instruction.
\nThe Securities Intermediary shall have no responsibility or liability to Pledgee
\nfor complying with any order or instruction, whether oral or written, concerning
\nthe Cash Collateral Account, the Collateral, any interest therein, or the
\nproceeds thereof originated by Pledgor except to the extent such compliance
\nwould cause Securities Intermediary to violate any of the provisions hereof,
\nincluding subsection 6.1(e)<\/u> above. The Securities Intermediary shall be
\nable to rely upon any notice, order or instruction that it reasonably believes
\nto be genuine. The Securities Intermediary shall have no responsibility or
\nliability to Pledgee with respect to the value of the Cash Collateral Account or
\nany of the Collateral. This Agreement does not create any obligation or duty on
\nthe part of Securities Intermediary other than those expressly set forth herein.\n<\/p>\n (g) The Securities Intermediary shall not be liable for any loss or damage
\nwith respect to any matter that may arise out of or in connection with this
\nAgreement or any action taken or not taken pursuant hereto, except to the extent
\ncaused by Securities Intermediary153s gross negligence or willful misconduct. In
\nno event shall Securities Intermediary be liable for special, indirect,
\nexemplary, punitive or consequential damages, including without limitation lost
\nprofits, regardless of any notice. Notwithstanding any other provision of this
\nAgreement, Securities Intermediary shall have no liability to Pledgor or Pledgee
\nfor any losses or damages resulting from any failure to comply with any
\ninstruction or order concerning the Cash Collateral Account, the Collateral, any
\ninterest therein, or the proceeds thereof or from delay in complying with such
\ninstruction or order if compliance would require Securities Intermediary to
\nviolate any then-existing injunction or order of any court of competent
\njurisdiction, including without limitation in any bankruptcy case under Title
\n11, United States Code.<\/p>\n (h) The Pledgor hereby indemnifies and hold the Securities Intermediary, its
\ndirectors, officers, employees, and agents harmless from and against any and all
\nclaims, causes of action, liabilities, losses, lawsuits, demands, damages, costs
\nand expenses, including without limitation court costs and reasonable attorneys153
\nfees and expenses and allocated costs of in-house counsel, that may arise out of
\nor in connection with this Agreement or any action taken or not taken pursuant
\nhereto, except to the extent caused by Securities Intermediary153s gross
\nnegligence or willful misconduct. The obligations of the Pledgor set forth in
\nthis subsection (h)<\/u> shall survive the termination of this Agreement.<\/p>\n (i) The Securities Intermediary is instructed that the Cash Collateral
\nAccount is to remain a “cash account” within the meaning of Regulation T issued
\nby the Board of Governors of the Federal Reserve System. The Securities
\nIntermediary represents that it has not received notice regarding any lien,
\nencumbrance or other claim to the Collateral or the Cash Collateral Account from
\nany other person and has not entered into an agreement with any third party to
\nact on such third party153s instructions without<\/p>\n
\n<\/p>\n further consent of the Pledgor. The Securities Intermediary further agrees
\nnot to enter into any such agreement with any third party.<\/p>\n (j) The Securities Intermediary subordinates to the lien and security
\ninterest of the Pledgee any right of setoff, encumbrance, security interest,
\nlien or other claim that it may have against the Collateral, except for any
\nlien, claim, encumbrance or right of set off against the Cash Collateral Account
\nfor (i) customary commissions and fees arising from permitted trading activity
\nwithin the Cash Collateral Account, and (ii) payment owed to Securities
\nIntermediary for open trade commitments for the purchase and\/or sale of
\nfinancial assets in and for the Cash Collateral Account (the “Unsubordinated
\nObligations<\/u>“).<\/p>\n (k) To the extent a conflict exists between the terms of this Agreement and
\nany account agreement between the Pledgor and the Securities Intermediary, the
\nterms of this Agreement will control, provided that this Agreement shall not
\nalter or affect any mandatory arbitration provision currently in effect between
\nSecurities Intermediary and Pledgor.<\/p>\n (l) Except as otherwise expressly provided herein, any notice, order,
\ninstruction, request or other communication required or permitted to be given
\nunder this Agreement shall be in writing and may be delivered in person, sent by
\nfacsimile or other electronic means if electronic confirmation of error free
\nreceipt is received, or sent by United States mail, postage prepaid, addressed
\nto the party at the address set forth below.<\/p>\n (m) Any notice, order, instruction, request or other communication from the
\nPledgee to the Securities Intermediary required to be in writing shall be on the
\nPledgee153s letterhead and signed by an authorized representative of the Pledgee.
\nThe Pledgee may change its authorized representatives by written notice to the
\nSecurities Intermediary which notice shall include the name, title and specimen
\nsignature of each new authorized representative of Pledgee.<\/p>\n (n) The Securities Intermediary will be excused from failing to act or delay
\nin acting, and no such failure or delay shall constitute a breach of this
\nAgreement or otherwise give rise to any liability of the Securities
\nIntermediary, if (i) such failure or delay is caused by circumstances beyond the
\nreasonable control of the Securities Intermediary, including without limitation
\nlegal constraint, emergency conditions, action or inaction of governmental,
\ncivil or military authority, terrorism, fire, strike, lockout or other labor
\ndispute, war, riot, theft, flood, earthquake or other natural disaster,
\nbreakdown of public or private or common carrier communication or transmission
\nfacilities, equipment failure, or act, negligence or default of Pledgor or
\nPledgee or (ii) such failure or delay resulted from Securities Intermediary153s
\nreasonable belief that the action would have violated any guideline, rule or
\nregulation of any governmental authority.<\/p>\n (o) Pledgor agrees to pay Securities Intermediary, upon receipt of Securities
\nIntermediary153s invoice, all reasonable costs, expenses and attorneys153 fees
\n(including without limitation allocated costs of in-house counsel) incurred in
\nthe preparation and administration of this Agreement (including any amendments
\nhereto or instruments or agreements required hereunder). Pledgor and Pledgee
\njointly and severally agree to pay Securities Intermediary, upon receipt of
\nSecurities Intermediary153s invoice, all reasonable costs, expenses and attorneys153
\nfees (including without limitation allocated costs of in-house counsel) incurred
\nby Securities Intermediary in connection with the enforcement of this Agreement
\nor any instrument or agreement required hereunder, including without limitation
\nany reasonable costs, expenses, and fees arising out of the resolution of any
\nconflict, dispute, motion regarding entitlement to rights or rights of action,
\nor other action to enforce Securities Intermediary153s rights hereunder in a case
\narising under Title 11, United States Code. This subsection (o)<\/u> shall
\nsurvive termination of this Agreement.<\/p>\n
\n <\/p>\n (p) Notwithstanding any of the other provisions of this Agreement, in the
\nevent of the commencement of a case pursuant to Title 11, United States Code,
\nfiled by or against Pledgor, or in the event of the commencement of any similar
\ncase under then applicable federal or state law providing for the relief of
\ndebtors or the protection of creditors by or against Pledgor, Securities
\nIntermediary may act as Securities Intermediary deems necessary to comply with
\nall applicable provisions of governing statutes and neither Pledgor nor Pledgee
\nshall assert any claim against Securities Intermediary for so doing.<\/p>\n ARTICLE VII<\/p>\n Miscellaneous<\/u><\/p>\n Section 7.1 Governing Law; Submission to Jurisdiction; Venue<\/u>.<\/p>\n (a) This Agreement shall be construed in accordance with and governed by the
\nlaw of the State of New York (including Sections 5-1401 and 5-1402 of the New
\nYork General Obligations Law).<\/p>\n (b) Each party to this Agreement hereby irrevocably and unconditionally
\nsubmits, for itself and its property, to the nonexclusive jurisdiction of the
\nSupreme Court of the State of New York sitting in New York County and of the
\nUnited States District Court of the Southern District of New York, and any
\nappellate court from any thereof, in any action or proceeding arising out of or
\nrelating to this Agreement, or for recognition or enforcement of any judgment,
\nand each of the parties hereto hereby irrevocably and unconditionally agrees
\nthat all claims in respect of any such action or proceeding may be heard and
\ndetermined in such New York State or, to the extent permitted by law, in such
\nFederal court. Each of the parties hereto agrees that a final judgment in any
\nsuch action or proceeding shall be conclusive and may be enforced in other
\njurisdictions by suit on the judgment or in any other manner provided by law.
\nNothing in this Agreement shall affect any right that any Agent or any Lender
\nmay otherwise have to bring any action or proceeding relating to this Agreement
\nagainst any Borrower or its properties in the courts of any jurisdiction.<\/p>\n (c) Each party to this Agreement hereby irrevocably and unconditionally
\nwaives, to the fullest extent it may legally and effectively do so, (i) any
\nobjection which it may now or hereafter have to the laying of venue of any suit,
\naction or proceeding arising out of or relating to this Agreement in any court
\nreferred to in subsection (b)<\/u> of this Section 7.1<\/u>, (ii) the
\ndefense of an inconvenient forum to the maintenance of such action or proceeding
\nin any such court and (iii) any right it may have to claim or recover in any
\nlegal action or proceeding referred to in this Section 7.1<\/u> any special,
\nexemplary, punitive or consequential damages (as opposed to direct or actual
\ndamages).<\/p>\n (d) Each party to this Agreement irrevocably consents to service of process
\nin the manner provided for notices in Section 9.1 of the Credit Agreement.
\nNothing in this Agreement will affect the right of any party to this Agreement
\nto serve process in any other manner permitted by law.<\/p>\n Section 7.2 Continuing Security Interest<\/u>. This Agreement shall create
\na continuing security interest in the Collateral in favor of the Pledgee and
\nshall be binding upon the Pledgor, the Securities Intermediary and the Pledgee,
\nto the benefit of the Pledgee and its successors and permitted assigns;
\nprovided<\/u>, however<\/u>, the Pledgor may not assign its rights or
\ndelegate its duties hereunder without the prior written consent of the requisite
\nlenders under the Credit Agreement.<\/p>\n Section 7.3 Termination<\/u>. This Agreement and the security interest
\ngranted herein shall terminate upon the earlier to occur (the date of such
\noccurrence, the “Termination Date<\/u>“) of (a) written notice to the
\nSecurities Intermediary from the Pledgee, which notice the Pledgee covenants to
\nthe Pledgor to make<\/p>\n
\n <\/p>\n promptly upon (i) repayment in full of all Incremental Term Loans and
\ntermination of the commitments with respect to the Incremental Term Loans or
\n(ii) the disbursement of all funds in the Cash Collateral Account pursuant to
\nthe terms of Section 4.1<\/u> and (b) the Securities Intermediary153s
\ntermination of this Agreement by giving thirty (30) days153 prior written notice
\nto Pledgor and Pledgee; provided that with respect to this clause (c)<\/u>, at
\nthe end of such thirty (30) day period, the Securities Intermediary will deliver
\nall assets held in the Cash Collateral Account to Pledgee unless Pledgor and
\nPledgee deliver joint instructions to Securities Intermediary to deliver or
\ntransfer the assets in the Cash Collateral Account to another party or
\nsecurities intermediary, and in the event that it is not possible or
\npracticable, in the judgment of the Securities Intermediary, to transfer the
\nCollateral or deliver the Collateral to any other party, the Securities
\nIntermediary will sell such assets and deliver the proceeds according to the
\ninstructions provided by the Pledgee or the joint instructions given by the
\nPledgee and Pledgor. Termination shall not affect any of the rights or
\nliabilities of the parties hereto incurred before the date of termination.<\/p>\n Section 7.4 Counterparts<\/u>. This Agreement may be executed in any number
\nof counterparts, each of which where so executed and delivered shall be an
\noriginal, but all of which shall constitute one and the same instrument. It
\nshall not be necessary in making proof of this Agreement to produce or account
\nfor more than one such counterpart.<\/p>\n Section 7.5 Severability<\/u>. If any provision of this Agreement is
\ndetermined to be illegal, invalid or unenforceable, such provision shall be
\nfully severable and the remaining provisions shall remain in full force and
\neffect and shall be construed without giving effect to the illegal, invalid or
\nunenforceable provisions.<\/p>\n Section 7.6 Customary Fees and Expenses of Securities Intermediary<\/u>.
\nUpon receipt of an invoice from the Securities Intermediary, the Pledgor shall
\npay to the Securities Intermediary the reasonable, customary fees and other
\nreasonable, standard costs and charges of the Securities Intermediary relating
\nto the maintenance of the Cash Collateral Account as are from time to time
\noutstanding.<\/p>\n [Remainder of page intentionally left blank]<\/p>\n
\n<\/p>\n Each of the parties hereto has caused a counterpart of this Agreement to be
\nduly executed and delivered as of the date first above written.<\/p>\n \n\n\n| \n PLEDGOR<\/u>:<\/p>\n<\/td>\n | \n SPX CORPORATION, a Delaware corporation,<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n as Pledgor<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Name:<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Title:<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n PLEDGEE<\/u>:<\/p>\n<\/td>\n | \n BANK OF AMERICA, N.A., in its capacity as Administrative Agent,<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n as Pledgee<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Name:<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Title:<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n SECURITIES<\/u><\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| \n INTERMEDIARY<\/u>:<\/p>\n<\/td>\n | \n MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n as Securities Intermediary<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Name:<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Title:<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
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