Thermo Electron Corporation $600,000,000 Senior Unsecured Revolving Credit Facility Commitment Letter

 

                                                                  EXECUTION COPY

 

                                                                    Exhibit 99.2

 

 

JPMORGAN CHASE BANK, N.A.                             J.P. MORGAN SECURITIES INC.

270 Park Avenue                                                   270 Park Avenue

New York, NY 10017                                             New York, NY 10017

 

                                                                January 19, 2005

 

 

 

Thermo Electron Corporation

81 Wyman Street

P.O. Box 9046

Waltham, Massachusetts 02454-9046

 

Attention of:      Mr. Peter M. Wilver

                  Vice President and Chief Financial Officer

 

                  Mr. Kenneth J. Apicerno

                  Treasurer

 

 

                            Thermo Electron Corporation

             $600,000,000 Senior Unsecured Revolving Credit Facility

                                Commitment Letter

 

Ladies and Gentlemen:

 

                  You have advised JPMorgan Chase Bank, N.A. ("JPMCB") and J.P.

Morgan Securities Inc. ("JPMorgan") that Thermo Electron Corporation, a Delaware

corporation (the "Borrower" or "you"), proposes to acquire (the "Acquisition")

the Kendro Laboratory Products business unit ( the "Acquired Business") of SPX

Corporation, a Delaware corporation (the "Seller"), and that, in connection with

the Acquisition, you desire to establish the senior unsecured revolving credit

facility (the "Facility") described in the Summary of Terms and Conditions

attached as Exhibit A hereto (the "Term Sheet"). Capitalized terms used but not

defined herein have the meanings assigned to them in the Term Sheet.

 

                  JPMCB is pleased to advise you of its commitment to provide

the entire principal amount of the Facility upon the terms and subject to the

conditions set forth or referred to in this Commitment Letter and in the Term

Sheet.

 

                  You hereby appoint JPMorgan, and JPMorgan hereby agrees to

act, as sole lead arranger and sole bookrunner for the Facility. You hereby

appoint JPMCB, and JPMCB hereby agrees to act, as sole and exclusive

administrative agent for the Facility. In their capacities as lead arranger and

bookrunner and as administrative agent for the Facility, JPMorgan and JPMCB will

perform all functions and exercise all authority

 

<PAGE>

 

customarily   performed   and   exercised   by them in such roles.   You further

agree that (i) no other agents,   co-agents or arrangers will be appointed and no

other titles will be awarded in connection   with the Facility   unless you and we

shall so agree and (ii) no compensation (other than as expressly contemplated by

the Term Sheet or the Fee Letter   referred to below) will be paid in   connection

with the Facility unless you and we so agree.

 

                  Although JPMCB and JPMorgan do not currently intend to

commence syndication of the Facility on or immediately after the date hereof,

JPMCB reserves the right, subject to the terms hereof (i) prior to the execution

of definitive documentation for the Facility, to syndicate the Facility to one

or more financial institutions identified by JPMCB in consultation with you and

(ii) after the execution of definitive documentation for the Facility and in

accordance with the terms of such definitive documentation, to transfer portions

of its commitment hereunder to one or more financial institutions that will

become parties to such definitive documentation (JPMCB and the financial

institutions referred to in the immediately preceding clause (i) and this clause

(ii) being collectively referred to as the "Lenders"), in each case pursuant to

a syndication to be managed by JPMorgan. You understand that, upon the

acceptance of the commitment of any Lender to provide a portion of the Facility,

JPMCB will be released from a portion of its commitment in an amount equal to

the commitment of such Lender. You understand that JPMorgan reserves the right

to commence syndication efforts at a time which JPMorgan shall reasonably

determine in consultation with you, and you agree actively to assist JPMorgan in

completing promptly a syndication satisfactory to it and to you. Such assistance

will include (x) direct contact during the syndication between the senior

management and advisors of the Borrower and the proposed Lenders and the

hosting, with JPMorgan, of one or more meetings or conference calls of

prospective Lenders and (y) if requested, and to the extent within your control

after use of commercially reasonable efforts, providing the proposed Lenders

with access to the management and advisors of the Acquired Business in

connection with the syndication of the Facility. You agree that you will use

commercially reasonable efforts to cause JPMorgan's syndication efforts to

benefit from your existing lending and investment banking relationships and that

you will, if requested, assist JPMorgan in the preparation of a Confidential

Information Memorandum and other marketing materials to be used in connection

with the syndication.

 

                  As consideration for JPMCB's commitment hereunder and

JPMorgan's and JPMCB's agreement to perform the services described herein, you

agree to pay to JPMCB the nonrefundable fees referred to in the Term Sheet and

in the Fee Letter dated the date hereof and delivered herewith (the "Fee

Letter"). No such fees shall be payable unless definitive documentation for the

Facility is executed and the Acquisition is consummated.

 

                  JPMorgan will manage all aspects of the syndication of the

Facility in consultation with you, including decisions as to the selection of

institutions to be approached and when they will be approached, when their

commitments will be accepted, which institutions will participate, the

allocations of the commitments among the Lenders and the amount and distribution

of fees among the Lenders (which shall be subject to your prior agreement unless

such amounts are paid by JPMCB out of the fees payable to

 

<PAGE>

 

it   pursuant to the Fee   Letter).   To assist   JPMorgan   in its   syndication

efforts,   you agree   promptly to prepare   and provide to JPMorgan   and JPMCB all

such   information   with respect to the Borrower,   the Acquired   Business and the

other transactions contemplated hereby, including all such financial information

and projections (the "Projections"),   as we may reasonably request in connection

with the arrangement and syndication of the Facility.   You hereby   represent and

covenant that, to the best of your knowledge, (a) all information other than the

Projections (the "Information") that has been or will be made available to JPMCB

or JPMorgan by or on behalf of you or any of your   representatives in connection

with   the   transactions   contemplated   hereby   is or will   be,   when   furnished,

complete   and correct in all material   respects   and does not or will not,   when

furnished,   contain any untrue   statement of a material   fact or omit to state a

material fact   necessary in order to make the statements   contained   therein not

materially   misleading in light of the circumstances under which such statements

are made and (b) the Projections   prepared by you or your   representatives   that

have been or will be made   available to JPMCB or JPMorgan by or on behalf of you

or any of your representatives have been or will be prepared in good faith based

upon assumptions that are reasonable at the time such Projections were prepared.

You agree   that if, at any time from and   including   the date   hereof   until the

closing of the Facility,   any of the   representations   in the preceding sentence

would be materially   incorrect if the Information and the Projections were being

prepared or furnished,   and such   representations were being made, at such time,

then you will promptly   supplement the   Information   and the Projections so that

such representations   will be correct under those circumstances.   You understand

that in   arranging   and   syndicating   the   Facility   we may use and   rely on the

Information and the Projections without independent verification thereof.

 

                  JPMCB's commitment hereunder and JPMorgan's agreement to

perform the services described herein are subject to (a) there not occurring or

becoming known to us any event or circumstance that has had or would reasonably

be expected to have a material adverse effect on the business, property,

operations or condition (financial or otherwise) of the Borrower and its

subsidiaries (including the Acquired Business), taken as a whole, (b) our not

becoming aware after the date hereof of any information or other matter

affecting the Borrower or the transactions contemplated hereby that is

inconsistent in a material and adverse manner with any such information or other

matter disclosed to us prior to the date hereof, (c) the negotiation, execution

and delivery of definitive credit documentation with respect to the Facility

prepared by counsel to JPMCB and reasonably satisfactory to JPMCB and the

Borrower, (d) JPMorgan's reasonable satisfaction that prior to and during the

syndication of the Facility there shall be no competing concurrent or pending

bank financings or sales of debt securities by or on behalf of the Borrower or

its affiliates that would be likely materially and adversely to affect the

syndication of the Facility and (e) the other conditions set forth or referred

to in the Term Sheet. Those matters that are not covered by the provisions

hereof and of the Term Sheet are subject to the mutual approval and agreement of

JPMCB, JPMorgan and the Borrower, but shall not be inconsistent with the

provisions hereof or the Term Sheet.

 

                  You agree (a) to indemnify and hold harmless each of JPMorgan,

JPMCB and their affiliates and their respective officers, directors, employees,

advisors, agents and controlling persons (each, an "indemnified person") from

and against any and all

 

<PAGE>

 

losses,   claims,   damages,   liabilities and out-of-pocket expenses to which

any such   indemnified   person may become subject arising out of or in connection

with this   Commitment   Letter,   the Fee Letter,   the Term Sheet or the   proposed

Acquisition or any related transaction or any claim,   litigation,   investigation

or proceeding relating to any of the foregoing   (including,   without limitation,

any such claim, litigation,   investigation or proceeding brought by or on behalf

of the   Borrower,   any of its   affiliates or any of their   respective   officers,

directors,   employees,   advisors, agents and controlling persons), regardless of

whether   any   indemnified   person   is a party   thereto,   and to   reimburse   each

indemnified   person   upon   demand   for any   reasonable   legal or other   expenses

incurred in connection   with   investigating   or defending any of the   foregoing;

provided that the foregoing   indemnity will not, as to any   indemnified   person,

apply to losses, claims, damages,   liabilities or related expenses to the extent

they are found by a final,   non-appealable   judgment of a court to have resulted

from the wilful   misconduct or gross negligence of such indemnified   person or a

breach by such   indemnified   person of its   obligations   under   this   Commitment

Letter,   and (b) to reimburse JPMCB,   JPMorgan and their affiliates from time to

time upon request for all reasonable out-of-pocket expenses (including,   without

limitation,   due diligence expenses,   travel and other syndication   expenses and

fees,   charges and disbursements of counsel for JPMCB and JPMorgan)   incurred in

connection   with the   Facility   and any related   documentation   (including   this

Commitment Letter,   the Term Sheet, the Fee Letter and the definitive   financing

documentation) or the administration, amendment, modification or waiver thereof.

Notwithstanding   any other provision of this Commitment   Letter,   no indemnified

person shall be liable (x) for any damages   arising from the use by unauthorized

persons of information   communicated through electronic,   telecommunications   or

other   information   transmission   systems   except   to the   extent   that the same

results   from the gross   negligence   or wilful   misconduct   of such   indemnified

person or a breach by such   indemnified   person of its   obligations   under   this

Commitment Letter, or (y) for any special,   indirect,   consequential or punitive

damages in connection with the Facility.

 

                  Any indemnified person shall promptly notify you in writing of

any claim or action by a third party for which the indemnified person plans to

seek indemnification hereunder; provided that no failure or delay by any

indemnified person to so provide such notice shall relieve you from any

liability or obligation hereunder except to the extent of any material

prejudice, damage or liability caused by or arising out of such failure or

delay. You shall have the right to control in a reasonable manner the defense or

settlement of any such claim or action and to select counsel with respect

thereto, which counsel shall be subject to the approval of the indemnified

person (such approval not to be unreasonably withheld or delayed); provided,

however, that you shall not consent to any settlement or to the entry of any

judgment with respect to such third party claim or action that does not include

a complete release of the indemnified person from all liability with respect

thereto or that imposes any liability or obligation on or requires any admission

of wrongdoing by the indemnified person, in each case without the prior written

consent of the indemnified person. Notwithstanding your right to appoint counsel

to represent the indemnified person in an action, the indemnified person shall

have the right to employ separate counsel (including local counsel) if (i) the

use of counsel chosen by you to represent the indemnified person would present

such counsel with a conflict of interest or (ii) you shall not have employed

counsel satisfactory to the indemnified person

 

<PAGE>

 

to represent the   indemnified   person within a reasonable time after notice

of the institution of such claim or action. It is understood that you shall not,

in connection   with any claim or action or related claims or actions,   be liable

for fees and   expenses   of more than one such   separate   counsel   for all of the

indemnified   persons   unless   conflicts of interest   require the use of separate

counsel by one or more indemnified persons.   Notwithstanding any other provision

of this Commitment   Letter,   nothing shall restrict the right of any indemnified

person to settle or compromise any claim or action for which   indemnity would be

otherwise available hereunder on any terms if such indemnified person waives its

right to indemnity from you hereunder in respect of such claim.

 

                  This Commitment Letter and JPMCB's commitment hereunder shall

not be assignable by any party without the prior written consent of the other

parties, and any attempted assignment without such consent shall be void;

provided that JPMCB may make assignments in connection with the syndication of

the Facility as described herein. This Commitment Letter may not be amended or

any provision hereof waived or modified except by an instrument in writing

signed by JPMCB, JPMorgan and you. This Commitment Letter may be executed in any

number of counterparts, each of which shall be an original and all of which,

when taken together, shall constitute one agreement. Delivery of an executed

signature page of this Commitment Letter by facsimile transmission shall be

effective as delivery of a manually executed counterpart of this Commitment

Letter. This Commitment Letter is intended to be solely for the benefit of the

parties hereto and is not intended to confer any benefits upon, or create any

righ