THIRD AMENDMENTRegal Beloit Corp • March 11th, 2003 • Motors & generators • Illinois
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 13th, 2000 • Regal Beloit Corp • General industrial machinery & equipment • Wisconsin
Exhibit (99.4) SECOND AMENDMENT AND WAIVER THIS SECOND AMENDMENT AND WAIVER (this "Amendment") dated as of January 31, 2002, is entered into among REGAL- BELOIT CORPORATION (the "Company"), the financial institutions listed on the signature pages...Regal Beloit Corp • February 1st, 2002 • Motors & generators • Illinois
RECITALS: --------Change of Control Agreement • March 13th, 1998 • Regal Beloit Corp • General industrial machinery & equipment • Wisconsin
UNDERWRITING AGREEMENTRegal Beloit Corp • March 7th, 2002 • Motors & generators • Wisconsin
EXHIBIT 4.1 ADOPTION AGREEMENT #005 NONSTANDARDIZED CODE SECTION 401(k) PROFIT SHARING PLANAdoption Agreement • March 27th, 1998 • Regal Beloit Corp • General industrial machinery & equipment
amongCredit Agreement • October 13th, 2000 • Regal Beloit Corp • General industrial machinery & equipment • Illinois
KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT THIS AGREEMENT, made and entered into as of the 18th day of June, 2001, by and between Regal-Beloit Corporation, a Wisconsin corporation (hereinafter referred to as the "Company"), and James L. Packard...Key Executive Employment and Severance Agreement • March 27th, 2002 • Regal Beloit Corp • Motors & generators • Wisconsin
KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTKey Executive Employment and Severance Agreement • March 14th, 2019 • Regal Beloit Corp • Motors & generators • Wisconsin
THIS AGREEMENT, effective as of April 1, 2019, by and between Regal Beloit Corporation, a Wisconsin corporation (hereinafter referred to as the “Company”), and Louis V. Pinkham (hereinafter referred to as the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 24th, 2023 • Regal Rexnord Corp • Motors & generators • New York
This REGISTRATION RIGHTS AGREEMENT dated January 24, 2023 (this “Agreement”) is entered into by and among Regal Rexnord Corporation, a Wisconsin corporation (the “Company”), the Regal Guarantors (as defined below) and J.P. Morgan Securities LLC, as representative of the several initial purchasers listed in Schedule 1 to the Purchase Agreement (defined below) (collectively, the “Initial Purchasers”).
AGREEMENT AND PLAN OF MERGER By and Among REGAL REXNORD CORPORATION, ASPEN SUB, INC. and ALTRA INDUSTRIAL MOTION CORP. Dated as of October 26, 2022Agreement and Plan of Merger • October 27th, 2022 • Regal Rexnord Corp • Motors & generators • New York
This AGREEMENT AND PLAN OF MERGER, dated as of October 26, 2022 (this “Agreement”), is by and among Regal Rexnord Corporation, a Wisconsin corporation (“Parent”), Aspen Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Altra Industrial Motion Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 8.12.
2,750,000 Shares REGAL-BELOIT CORPORATION COMMON STOCK ($.01 PAR VALUE) UNDERWRITING AGREEMENT December 13, 2012Underwriting Agreement • December 13th, 2012 • Regal Beloit Corp • Motors & generators • Wisconsin
Regal-Beloit Corporation, a Wisconsin corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 2,750,000 shares of the Common Stock, ($.01 Par Value) of the Company (the “Firm Shares”).
100,000,000 AGGREGATE PRINCIPAL AMOUNT Regal-Beloit Corporation DUE 2024 Resale Registration Rights Agreement dated April 5, 2004Resale Registration Rights Agreement • June 21st, 2004 • Regal Beloit Corp • Motors & generators • New York
RESALE REGISTRATION RIGHTS AGREEMENT, dated as of April 5, 2004, among Regal-Beloit Corporation, a Wisconsin corporation (together with any successor entity, herein referred to as the “Company”), Banc of America Securities LLC, Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC and Robert W. Baird & Co. Incorporated, as representatives of the several initial purchasers (the “Initial Purchasers”) under the Purchase Agreement (as defined below).
Subsidiary Guaranty Agreement Dated as of July 14, 2011 from The Subsidiary Guarantors Named Herein for the benefit of The Holders of the Notes Re: $500,000,000 Series 2011A Senior Notes $75,000,000 Series 2011A 4.99% Senior Notes, Tranche A, due July...Subsidiary Guaranty Agreement • July 20th, 2011 • Regal Beloit Corp • Motors & generators
FIRST AMENDMENTCredit Agreement • March 17th, 2021 • Regal Beloit Corp • Motors & generators • New York
This AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 27, 2018 (this “Agreement”) is entered into among REGAL BELOIT CORPORATION, a Wisconsin corporation (the “Company”), the Lenders (as defined herein) and JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent.
Exhibit 10.5 KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT THIS AGREEMENT, made and entered into as of the ____ day of ______, 2001, by and between Regal- Beloit Corporation, a Wisconsin corporation (hereinafter referred to as the "Company"), and...Key Executive Employment and Severance Agreement • March 11th, 2003 • Regal Beloit Corp • Motors & generators • Wisconsin
EXHIBIT 4.2 MASTER TRUST AGREEMENT This Agreement made as of November 1, 1997, between Regal-Beloit Corporation, (hereinafter referred to as the "Company") and MARSHALL & ILSLEY TRUST COMPANY, a Wisconsin banking corporation (hereinafter referred to...Master Trust Agreement • March 27th, 1998 • Regal Beloit Corp • General industrial machinery & equipment • Wisconsin
Note Purchase Agreement NPA (Regal Rexnord) 4888-2909-8508 v36.docx 4377784 Execution Version REGAL REXNORD CORPORATION $500,000,000 3.90% Senior Notes Due April 7, 2032 ______________ NOTE PURCHASE AGREEMENT ______________ Dated April 7, 2022Note Purchase Agreement • April 11th, 2022 • Regal Rexnord Corp • Motors & generators • New York
andRights Agreement • January 31st, 2000 • Regal Beloit Corp • General industrial machinery & equipment • Wisconsin
REAL ESTATE MATTERS AGREEMENTReal Estate Matters Agreement • February 19th, 2021 • Regal Beloit Corp • Motors & generators • Delaware
This Real Estate Matters Agreement (this “Agreement”) is entered into on February 15, 2021, by and among (i) Rexnord Corporation, a Delaware corporation (“Remainco”) (ii) Land Newco, Inc., a Delaware corporation and wholly owned indirect Subsidiary of Remainco (“Spinco”); and Regal Beloit Corporation, a Wisconsin corporation (“RMT Partner”) (each a “Party” and together, the “Parties”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG REXNORD CORPORATION, LAND NEWCO, INC. AND REGAL BELOIT CORPORATION DATED AS OF FEBRUARY 15, 2021Separation and Distribution Agreement • February 19th, 2021 • Regal Beloit Corp • Motors & generators • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of February 15, 2021, by and among: (i) Rexnord Corporation, a Delaware corporation (“Remainco”); (ii) Land Newco, Inc., a Delaware corporation and wholly owned indirect Subsidiary of Remainco (“Spinco”); and Regal Beloit Corporation, a Wisconsin corporation (“RMT Partner”) (each a “Party” and together, the “Parties”).
SHAREHOLDER AGREEMENTShareholder Agreement • August 25th, 2011 • Regal Beloit Corp • Motors & generators • Wisconsin
THIS SHAREHOLDER AGREEMENT (this “Agreement”) dated as of August 22, 2011, by and between Regal Beloit Corporation, a Wisconsin corporation (the “Company”), and A. O. Smith Corporation, a Delaware corporation (the “Shareholder”). Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the meanings set forth in the Purchase Agreement (defined below).
TAX MATTERS AGREEMENT BY AND AMONG Rexnord Corporation, LAND NEWCO, INC., AND REGAL BELOIT CORPORATION DATED AS OF FEBRUARY 15, 2021Tax Matters Agreement • February 19th, 2021 • Regal Beloit Corp • Motors & generators • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of February 15, 2021, by and among Rexnord Corporation, a Delaware corporation (“Remainco”), Land Newco, Inc., a Delaware corporation and indirect wholly owned subsidiary of Remainco (“Spinco,” and together with Remainco, the “Companies,” and each a “Company”), and Regal Beloit Corporation, a Wisconsin corporation (“RMT Partner,” and together with Remainco and Spinco, the “Parties,” and each a “Party”).
FORM OF KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTEmployment and Severance Agreement • February 27th, 2008 • Regal Beloit Corp • Motors & generators • Wisconsin
THIS AGREEMENT, made and entered into as of the _____day of ________, 200_, by and between Regal-Beloit Corporation, a Wisconsin corporation (hereinafter referred to as the “Company”), and [_______________] (hereinafter referred to as the “Executive”).
Summary unaudited pro forma condensed combined financial informationRegal Rexnord Corp • January 13th, 2023 • Motors & generators
On October 26, 2022, Regal Rexnord Corporation, a Wisconsin corporation (“Regal Rexnord,” the “Company” or “we”), entered into a definitive merger agreement (the “Merger Agreement”) with Altra Industrial Motion Corp., a Delaware corporation (“Altra”), and Aspen Sub, Inc., a wholly-owned subsidiary of the Company (“Aspen Sub”), pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, Aspen Sub will merge with and into Altra, with Altra surviving the transaction as a wholly-owned subsidiary of the Company (the “Merger”). Pursuant to the Merger Agreement, at the effective time of the Merger, each of the issued and outstanding shares of Altra's common stock, par value $0.001 per share (“Altra Common Stock”) (other than (i) any shares held by either the Company, Altra or Aspen Sub, (ii) shares owned by any direct or indirect wholly-owned subsidiary of Altra or the Company, (iii) shares for which appraisal rights have been properly and demanded
ASSET AND STOCK PURCHASE AGREEMENT dated as of December 12, 2010 by and between A. O. SMITH CORPORATION and REGAL BELOIT CORPORATIONAsset and Stock Purchase Agreement • December 15th, 2010 • Regal Beloit Corp • Motors & generators • Delaware
This ASSET AND STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of December 12, 2010 by and between A. O. SMITH CORPORATION, a Delaware corporation (“Seller”), and REGAL BELOIT CORPORATION, a Wisconsin corporation (“Buyer”). Each of Seller and Buyer is referred to herein as a “Party” and collectively as the “Parties”.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 19th, 2021 • Regal Beloit Corp • Motors & generators • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 15, 2021, by and among: (i) Rexnord Corporation, a Delaware corporation (“Remainco”); (ii) Land Newco, Inc., a Delaware corporation and wholly owned indirect subsidiary of Remainco (“Spinco”); (iii) Regal Beloit Corporation, a Wisconsin corporation (“RMT Partner”); and (iv) Phoenix 2021, Inc., a Delaware corporation and wholly owned subsidiary of RMT Partner (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
Unaudited pro forma condensed combined financial informationRegal Rexnord Corp • January 13th, 2023 • Motors & generators
On October 26, 2022, Regal Rexnord Corporation, a Wisconsin corporation (“Regal Rexnord” or the “Company”) entered into a definitive merger agreement (the “Merger Agreement”) with Altra Industrial Motion Corp., a Delaware corporation (“Altra”), and Aspen Sub, Inc., a wholly-owned subsidiary of the Company (“Aspen Sub”), pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, Aspen Sub, will merge with and into Altra, with Altra surviving the transaction as a wholly-owned subsidiary of the Company (the “Merger”).
AMENDED AND RESTATED ASSET AND STOCK PURCHASE AGREEMENT dated as of January 30, 2015 between EMERSON ELECTRIC CO. and REGAL BELOIT CORPORATIONAsset and Stock Purchase Agreement • February 4th, 2015 • Regal Beloit Corp • Motors & generators • New York
AGREEMENT (this “Agreement”) dated as of January 30, 2015 between Emerson Electric Co., a Missouri corporation (“Seller”), and Regal Beloit Corporation, a Wisconsin corporation (“Buyer”).
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • February 19th, 2021 • Regal Beloit Corp • Motors & generators • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is entered into as of February 15, 2021 (the “Execution Date”), by and among Rexnord Corporation, a Delaware corporation (“Remainco”), Land Newco, Inc., a Delaware corporation and wholly owned indirect Subsidiary of Remainco (“Spinco”), and Regal Beloit Corporation, a Wisconsin corporation (“RMT Partner”), and, with the exception of Section 2(a)(iv) and Section 3(a) with respect to RBS, and with the exception of Section 2(c), will be effective as of the Separation Effective Time and is contingent on Closing (“Effective Date”).
REGAL-BELOIT CORPORATION $150,000,000 Floating Rate Series 2007A Senior Notes, Tranche A, due August 23, 2014 $100,000,000 Floating Rate Series 2007A Senior Notes, Tranche B, due August 23, 2017 NOTE PURCHASE AGREEMENT DATED AS OF AUGUST 23, 2007Note Purchase Agreement • August 24th, 2007 • Regal Beloit Corp • Motors & generators • New York
REGAL-BELOIT CORPORATION, a Wisconsin corporation (the “Company”), agrees with the Purchasers listed in the attached Schedule A (the “Purchasers”) to this Note Purchase Agreement (this “Agreement”) as follows:
SECOND AMENDMENTCredit Agreement • May 10th, 2005 • Regal Beloit Corp • Motors & generators • Illinois
THIS SECOND AMENDMENT (this “Amendment”) dated as of January 25, 2005 is entered into among REGAL-BELOIT CORPORATION (the “Company”), various financial institutions, BANK OF AMERICA, N.A., as Syndication Agent, and M&I MARSHALL & ILSLEY BANK, as Administrative Agent.
REGAL-BELOIT CORPORATION AGREEMENT FOR STOCK OPTION GRANTRegal Beloit Corp • March 15th, 2006 • Motors & generators
Pursuant to Section 9 of the REGAL-BELOIT CORPORATION 2003 Equity Incentive Plan, as approved on April 22, 2003, REGAL-BELOIT (the “Company”) has granted to ______________________ (the “Grantee”), a key employee of the Company, a Non-qualified Stock Option to purchase from the Company _____________ shares of $.01 par value common stock upon the terms and conditions set forth (the Grant).
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • November 18th, 2004 • Regal Beloit Corp • Motors & generators • Wisconsin
This Second Amendment (the “Amendment”), dated as of November 12, 2004, between REGAL-BELOIT Corporation, a Wisconsin corporation (the “Company”), and EquiServe Trust Company, N.A. (“EquiServe”), to the Rights Agreement between the Company and EquiServe (as successor Rights Agent to BankBoston, N.A. (“BankBoston”)), dated as of January 28, 2000, and as amended by the First Amendment to Rights Agreement, dated as of June 11, 2002 (as so amended, the “Rights Agreement”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 30, 2007 among REGAL-BELOIT CORPORATION, VARIOUS SUBSIDIARIES THEREOF, VARIOUS FINANCIAL INSTITUTIONS, M&I MARSHALL & ILSLEY BANK, WACHOVIA BANK NATIONAL ASSOCIATION, U.S. BANK, NATIONAL...Credit Agreement • May 2nd, 2007 • Regal Beloit Corp • Motors & generators • Illinois
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 30, 2007 (this “Agreement”) is entered into among REGAL-BELOIT CORPORATION, a Wisconsin corporation (the “Company”), various financial institutions (together with their respective successors and assigns, the “Banks”) and BANK OF AMERICA, N.A. (in its individual capacity, “Bank of America”), as administrative agent.
