Exhibit 10.2
June 7, 2012
SPX Corporation
13515 Ballantyne Corporate Place
Charlotte, North Carolina 28277
Attention: Treasurer and Chief Financial Officer
Facsimile: 704-752-7487
Re: Amendment to Waiver
Ladies and Gentlemen:
Reference is made to that certain Waiver dated as of February 8, 2012 (the “Waiver”) by and between SPX Corporation, a Delaware corporation (the “Parent Borrower”) and Bank of America, N.A., in its capacity as administrative agent (the “Administrative Agent”) under the Credit Agreement dated as of June 30, 2011 (as amended, restated, supplemented or otherwise modified from time to time) among the Parent Borrower, the Foreign Subsidiary Borrowers from time to time parties thereto, the Lenders from time to time parties thereto, and the Administrative Agent. Capitalized terms used in this letter agreement but not defined herein shall have the meanings given to them in the Waiver.
Pursuant to your request, we hereby agree with you to amend Section 3 of the Waiver in its entirety to read as follows:
3. Waiver of Compliance by the Parent Borrower with Respect to the Service Solutions Entities. Pursuant to Section 5.11(a) of the Credit Agreement, the Administrative Agent hereby waives compliance with Section 5.11(a) of the Credit Agreement by the Parent Borrower and the Guarantee and Collateral Agreement (including with respect to such Service Solutions Entities becoming Guarantors or Grantors and the Capital Stock of such Service Solutions Entities being pledged), in each case with respect to the Service Solutions Entities through and including October 2, 2012; provided that this Waiver shall become null and void upon termination or expiration of the Sale Agreement, at which time the Parent Borrower shall cause the Service Solutions Entities either to (a) comply with the provisions of Section 5.11(a) within thirty (30) days of such termination or expiration or (b) be dissolved or merged into existing Loan Parties.
Except as expressly modified and amended in this letter agreement, all of the terms, provisions and conditions of the Waiver shall remain unchanged and in full force and effect.
This letter agreement may be executed in any number of counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement. Any signature pages of this letter agreement transmitted by fax or PDF will have the same legal effect as an originally executed signature page. THIS LETTER AGREEMENT 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).
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If the foregoing is in accordance with your understanding, please sign and return this letter agreement to us.
| Very truly yours, | ||
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| BANK OF AMERICA, N.A., | ||
| as Administrative Agent | ||
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| By: | /s/ Mollie S. Canup | |
| Name: | Mollie S. Canup | |
| Title: | Vice President | |
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ACCEPTED AND AGREED TO |
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AS OF THE DATE FIRST ABOVE WRITTEN: |
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SPX CORPORATION, |
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a Delaware corporation |
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By: | /s/ Patrick J. O’Leary |
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Name: | Patrick J. O’Leary |
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Title: [Executive Vice President, |
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Treasurer and Chief Financial Officer] |
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SPX Corporation
AMENDMENT TO WAIVER