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EXHIBIT 3.4(viii)
AMENDMENT NO. 7 TO CREDIT AGREEMENT
This Amendment No. 7 to Credit Agreement ("Amendment No. 7")
dated as of December 31, 1996 is made by and among SPX Corporation, a Delaware
corporation (the "Borrower"), each of the Lenders and The First National Bank
of Chicago, individually and as agent for the Lenders.
R E C I T A L S
A. The parties hereto are party to a certain Credit
Agreement dated as of March 24, 1994 (as heretofore amended, the "Credit
Agreement"). Each capitalized term used but not otherwise defined herein shall
have the meaning ascribed to such term in the Credit Agreement.
B. The parties hereto desire to enter into this
Amendment No. 7 in order to amend Sections 6.29.2(b) and 6.29.3(b) of the
Credit Agreement to make certain changes as more fully described hereinafter.
NOW, THEREFORE, in consideration of the mutual execution
hereof and other good and valuable consideration, the Agent, the Lenders and
the Borrower agree as follows:
1. Amendments.
1.1. Amendment of Section 6.29.2(b).
Section 6.29.2(b) of the Credit Agreement is hereby amended by
adding a proviso at the end of such Section to read as follows:
"provided, however, that the Interest Expense Coverage Ratio
shall be computed without giving effect to the one time
non-cash write off of goodwill not exceeding $68,000,000
associated with the Borrower's acquisition of Bear Automotive
Service Equipment Company and Xxxxx Test Products, Division of
The Xxxxx Group, Inc. taken in the Borrower's fiscal quarter
ending December 31, 1996.
1.2. Amendment of Section 6.29.3(b).
Section 6.29.3(b) of the Credit Agreement is hereby amended by
adding a proviso at the end of such Section to read as follows:
"provided, however, that the Fixed Charge Coverage Ratio shall
be computed without giving effect to the one time non-cash
write off of goodwill not exceeding $68,000,000 associated
with the Borrower's acquisition of Bear Automotive Service
Equipment Company and Xxxxx Test Products, Division of The
Xxxxx Group, Inc. taken in the Borrower's fiscal quarter
ending December 31, 1996.
2. Representations and Warranties. The Borrower
represents and warrants that: (a) this Amendment No. 7 is a legal, valid and
binding obligation of the Borrower enforceable against it in accordance with
its terms, except as the enforcement thereof may be subject to (i) the effect
of any applicable bankruptcy, insolvency, reorganization, moratorium or similar
law affecting creditors' rights generally, and (ii) general principals of
equity (regardless of whether such enforcement is sought in a proceeding in
equity or at law); and (b) after giving effect to the execution of this
Amendment No. 7, no Default or Unmatured Default has occurred and is
continuing.
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3. Effective Date. Each waiver and amendment contained
in this Amendment No. 7 shall become effective only upon receipt by the Agent
(with sufficient copies for the Lenders) of written agreement thereto by the
Agent, the Required Lenders and the Borrower. The date upon which the above
condition has been satisfied is the "Effective Date." Upon the occurrence of
the Effective Date, each amendment contained herein shall be deemed to have
become effective as of the date first written above.
4. Effect of Amendment. Upon execution of this
Amendment No. 7 and the occurrence of the Effective Date, each reference in the
Credit Agreement to "this Agreement," "hereunder," "hereof," "herein," or words
like import, and each reference to the Credit Agreement in any of the other
Loan Documents shall mean and be a reference to the Credit Agreement as amended
hereby. Except as specifically set forth above, the Credit Agreement, the
Exhibits and Schedules thereto and the Notes shall remain unaltered and in full
force and effect and the respective terms, conditions or covenants thereof are
hereby in all respects ratified and confirmed.
6. Counterparts. This Amendment No. 7 may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute one instrument.
7. Governing Law. This Amendment No. 7 shall be
governed by and construed in accordance with the internal laws (and not the law
of conflicts) of the State of Illinois, but giving effect to federal laws
applicable to national banks.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 7 to be executed by their duly authorized representatives as of
the date first written above.
SPX CORPORATION
By: X.X. X'Xxxxx
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Title: Vice President Finance, Treasurer
and Chief Financial Officer
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THE FIRST NATIONAL BANK OF
CHICAGO, individually as a Lender and
as Agent
By: Xxxxxxxx X. Xxxxxx
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Title: Vice President
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THE BANK OF NEW YORK, as Lender
By: Xxxx X. Xxxxx, Xx
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Title: Vice President
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XXX XXXX XX XXXX XXXXXX,
as Lender
By: F.C.H. Xxxxx
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Title: Senior Manager Loan Operations
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MICHIGAN NATIONAL BANK,
as Lender
By: Xxxxxx X. Xxxxxxxx
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Title: Commerical Relationship Manager
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SUMITOMO BANK, as Lender
By: Xxxxxxxx Xxxxx
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Title: Joint General Manager
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THE YASUDA TRUST & BANKING CO., LTD.,
as Lender
By: Xxxxxx X. Xxxx
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Title: Deputy General Manager
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MITSUBISHI TRUST & BANKING CORPORATION,
as Lender
By: Xxxxxxx Xxxxxxxxx
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Title: Chief Manager
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COMERICA BANK, as Lender
By: Xxxxx X. Xxxxxxxx
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Title: Vice President
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OLD KENT BANK, as Lender
By: Xxxxxxx X. Xxxxx
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Title: Vice President
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THE BANK OF TOKYO TRUST COMPANY, as Lender
By: Xxxxxxxxx X. Xxxxx
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Title: Vice President
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