
                 WAIVER AND AMENDMENT NO. 6 TO CREDIT AGREEMENT

     This Waiver and Amendment  No. 6 to Credit  Agreement  ("Amendment  No. 6")
dated as of September 20, 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. 6 in
order to (a) amend Section 2.7 and Section 6.32 of the Credit  Agreement to make
certain  changes as more fully  described  hereinafter  and (b) waive  currently
existing  Unmatured  Defaults under the Credit  Agreement  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 2.7.  Section 2.7 of the Credit  Agreement
shall be amended by deleting  clause  (c)(ii) in its entirety and  inserting the
following in lieu thereof:

      "(ii) in an amount equal to 100% of the aggregate  Net Available  Proceeds
      in excess of $1,000,000 realized upon all Asset Dispositions in any fiscal
      year of the Borrower  (other than any sale or  disposition  of SPX Credit,
      the Sealed Power Division and the Hy-Lift Division),  such reduction to be
      effective  concurrently  with the receipt  thereof by the  Borrower or any
      Subsidiary; and".

           1.2 Amendment of Section 6.32.  Section 6.32 of the Credit  Agreement
is deleted in its entirety and the following is added in substitution therefor:

      " 6.32.  Subordinated  Debt  Documents.  The  Borrower  will  not make any
      amendment or modification of any  Subordinated  Debt Documents,  nor shall
      the  Borrower,   on  or  after  March  4,  1996,  directly  or  indirectly
      voluntarily repay,  defease,  or in substance defease,  purchase,  redeem,
      retire,  or  otherwise  acquire any of the  Indebtedness  evidenced by the
      Subordinated Notes in an aggregate amount exceeding $50,000,000; provided,
      however,   that  upon  the  consummation  of  the  contemplated  sale  and
      disposition of the assets of (i) Hy-Lift  Division to W.A.  Thomas Company
      and (ii) Sealed Power Division to Dana Corporation for cash  consideration
      not  less  than   $150,000,000,   such  amount  shall  be  increased  from
      $50,000,000 to $100,000,000."

           2.    Waivers.

           2.3 By its signature  below each of the  undersigned  Lenders  hereby
specifically  waives any objection  that it may have and any  Unmatured  Default
caused by the  violation of Section 6.13 of the Credit  Agreement as a result of
the Borrower  permitting the sale and disposition for cash  consideration of all
or  substantially  all of the assets of (i) its Hy-Lift  Division to W.A. Thomas
Corporation  and (ii) its Sealed  Power  Division to Dana  Corporation,  each as
heretofore  publicly  announced.  This  specific  waiver  applies  only  to  the
above-specified asset sales.

     3.  Representations  and Warranties.  The Borrower  represents and warrants
that: (a) this Amendment No. 6 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. 6, no Default or
Unmatured Default has occurred and is continuing.

     4. Effective  Date.  Each waiver and amendment  contained in this Amendment
No. 6 (except for the amendment contained in Section 1.1) 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  amendment  contained  in Section 1.1 of this  Amendment  No. 6 shall become
effective  only  upon  receipt  by the Agent  (with  sufficient  copies  for the
Lenders)  of  written  agreement  thereto  by the Agent,  all  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 waiver and
amendment  which has received  the  requisite  approval  shall be deemed to have
become effective as of the date first written above.

     5. Effect of  Amendment.  Upon  execution of this  Amendment  No. 6 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. 6 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. 6 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.
6 to be executed by their duly authorized  representatives  as of the date first
written above.


                                            SPX CORPORATION

                                            By:    Patrick J. O'Leary

                                            Title: Vice President, Finance and
                                                   Chief Financial and 
                                                   Accounting Officer

                                            THE FIRST NATIONAL BANK OF CHICAGO,
                                            individually as a Lender and 
                                            as Agent

                                            By:    Patricia H. Besser

                                            Title: Vice President

                                            THE BANK OF NEW YORK, as Lender

                                            By:    John M. Lokay, Jr.

                                            Title: Vice President


                                            NBD BANK, N.A., as Lender

                                            By:    Patricia H. Besser  
                                                                       
                                            Title: Vice President      
                                                   

                                            THE BANK OF NOVA SCOTIA,
                                            as Lender

                                            By:    F.C.H. Ashby

                                            Title: Sr. Manager Loan Operations


                                            MICHIGAN NATIONAL BANK,
                                            as Lender

                                            By:    Joseph M. Redoutey

                                            Title: Relationship Manager


                                            SUMITOMO BANK, as Lender

                                            By:    Hiroyuki Iwami

                                            Title: Joint General Manager


                                            THE YASUDA TRUST & BANKING
                                            CO., LTD., as Lender

                                            By:    K. Inow

                                            Title: Joint General Manager 


                                            MITSUBISHI TRUST & BANKING
                                            CORPORATION, as Lender

                                            By:    Masaaki Managishi

                                            Title: Chief Manager


                                            COMERICA BANK, as Lender

                                            By:    James R. Grosett

                                            Title: Vice President


                                            OLD KENT BANK, as Lender

                                            By:    Richard K. Russo

                                            Title: Vice President


                                            THE BANK OF TOKYO TRUST
                                            COMPANY, as Lender

                                            By:    E. A. Tocchini

                                            Title: Assistant Vice President



