REGISTRATION RIGHTS AGREEMENT by and among Chase Merger Sub, Inc. RBS Global, Inc. Rexnord Corporation the subsidiaries of Rexnord Corporation parties hereto and Credit Suisse Securities (USA) LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated...Registration Rights Agreement • July 27th, 2006 • Rexnord Corp • General industrial machinery & equipment • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 21, 2006, by and among Chase Merger Sub, Inc., a Delaware corporation (“Merger Sub”), RBS Global, Inc., a Delaware corporation (the “Company”), Rexnord Corporation, a Delaware Corporation (the “Co-Issuer”), the subsidiaries of the Co-Issuer listed on Schedule A hereto (collectively, the “Guarantors”), Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear Stearns & Co. Inc. and Lehman Brothers Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase, pursuant to the Purchase Agreement (as defined below), the 9.50% Senior Notes due 2014 (the “Initial Notes”) issued by the Company and the Co-Issuer and fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
RECEIVABLES SALE AND SERVICING AGREEMENT Dated as of September 26, 2007 by and among EACH OF THE ENTITIES PARTY HERETO FROM TIME TO TIME AS ORIGINATORS, REXNORD FUNDING LLC, as Buyer, and REXNORD INDUSTRIES, LLC, as ServicerReceivables Sale and Servicing Agreement • October 1st, 2007 • Rexnord LLC • General industrial machinery & equipment • Illinois
THIS RECEIVABLES SALE AND SERVICING AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) is entered into as of September 26, 2007, by and among each of the persons signatory hereto from time to time as Originators, each an “Originator” and, collectively, the “Originators”), REXNORD INDUSTRIES, LLC (“Rexnord”), a Delaware limited liability company, in its capacity as servicer hereunder (in such capacity, the “Servicer”) and REXNORD FUNDING LLC, a Delaware limited liability company (“Buyer”).
STOCKHOLDERS’ AGREEMENT dated as of July 21, 2006 among REXNORD HOLDINGS, INC., REXNORD ACQUISITION HOLDINGS I, LLC, REXNORD ACQUISITION HOLDINGS II, LLC and CERTAIN OTHER STOCKHOLDERS OF REXNORD HOLDINGS, INC.Stockholders’ Agreement • July 27th, 2006 • Rexnord Corp • General industrial machinery & equipment • New York
STOCKHOLDERS’ AGREEMENT dated as of July 21, 2006 (this “Agreement”), by and among REXNORD HOLDINGS, INC., a Delaware corporation (the “Company”), REXNORD ACQUISITION HOLDINGS I, LLC, a Delaware limited liability company (“SPV I”), REXNORD ACQUISITION HOLDINGS II, LLC, a Delaware limited liability company (“SPV II”; together with SPV I, “Apollo”), and the other Stockholders of the Company from time to time party hereto, which Persons as of the date hereof are set forth on Schedule I hereto (collectively, the “Non-Apollo Holders”).
NON-QUALIFIED STOCK OPTION AGREEMENT OF REXNORD HOLDINGS, INC.Non-Qualified Stock Option Agreement • July 27th, 2006 • Rexnord Corp • General industrial machinery & equipment • New York
THIS AGREEMENT (this “Agreement”), dated as of [ ] is made by and between Rexnord Holdings, Inc., a Delaware corporation (the “Company”), and [ ], an Employee of the Company or one of its Subsidiaries (as defined herein) (the “Optionee”)
CHASE MERGER SUB, INC.Chase Merger Sub • July 27th, 2006 • Rexnord Corp • General industrial machinery & equipment • New York
INDENTURE dated as of July 21, 2006 among CHASE MERGER SUB, INC., a Delaware corporation (“Merger Sub”), the Guarantors (as defined herein), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), and, upon execution and delivery of a supplemental indenture, RBS GLOBAL, INC., a Delaware corporation (the “Company”) and REXNORD CORPORATION, a Delaware corporation (“Rexnord”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2006 • Rexnord Corp • General industrial machinery & equipment
This Amendment No. 1 to the Employment Agreement (the “Amendment”), dated March 31, 2006 by and between Rexnord Corporation, a Delaware Corporation (together with any successor thereto, the “Company”), and Thomas J. Jansen (the “Executive”).
ContractFirst Supplemental Indenture • July 27th, 2006 • Rexnord Corp • General industrial machinery & equipment • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of July 21, 2006, by and among RBS Global, Inc., a Delaware corporation (the “Company”), Rexnord Corporation, a Delaware corporation (together with RBS Global, the “Issuers”), The Falk Service Corporation, a Delaware corporation (“Falk”), Prager Incorporated, a Louisiana corporation (“Prager”), PT Components, Inc., a Delaware corporation (“PT”), RBS Acquisition Corporation, a Delaware corporation (“RBS Acquisition”), RBS China Holdings, L.L.C., a Delaware limited liability company (“RBS China”), Rexnord Industries, LLC, a Delaware limited liability company (“Rexnord Industries”), Rexnord International Inc., a Delaware corporation (“Rexnord International”), Rexnord Puerto Rico Inc., a Nevada corporation (“Rexnord Puerto Rico”), W.M. Berg Inc., a Delaware corporation (collectively with Falk, Prager, PT, RBS Acquisition, RBS China, Rexnord Industries, Rexnord International and Rexnord Puerto Rico, the “Guarantors
RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT Dated as of September 26, 2007 by and among REXNORD FUNDING LLC, as Borrower, THE FINANCIAL INSTITUTIONS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, and GENERAL ELECTRIC CAPITAL CORPORATION, as a...Receivables Funding and Administration Agreement • October 1st, 2007 • Rexnord LLC • General industrial machinery & equipment • Illinois
THIS RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Agreement”) is entered into as of September 26, 2007 by and among REXNORD FUNDING LLC, a Delaware limited liability company (the “Borrower”), the financial institutions signatory hereto from time to time as lenders (the “Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as a Lender, as swing line lender (in such capacity, the “Swing Line Lender”) and as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • July 27th, 2006 • Rexnord Corp • General industrial machinery & equipment • New York
THIS MANAGEMENT CONSULTING AGREEMENT (this “Agreement”) is entered into as of this 21st day of July 2006, by and among Rexnord Corporation, a Delaware corporation (the “Company”), George M. Sherman (“GMS”), Cypress Group, LLC, a Maryland limited liability company (“Cypress”), and Cypress Industrial Holdings, LLC, a Maryland limited liability company (“Cypress Industrial”), effective as of and subject to the Closing (within the meaning of the Merger Agreement, as defined below) (the date of such Closing, the “Effective Date”)
CREDIT AGREEMENT Dated as of July 21, 2006, Among CHASE ACQUISITION I, INC., CHASE MERGER SUB, INC. (to be merged with and into RBS Global, Inc.) and REXNORD CORPORATION, as Borrowers, THE LENDERS PARTY HERETO, MERRILL LYNCH CAPITAL CORPORATION, as...Credit Agreement • July 27th, 2006 • Rexnord Corp • General industrial machinery & equipment • New York
WHEREAS, Apollo Management VI, L.P. and other affiliated co-investment partnerships (collectively, the “Fund”) have indirectly formed Holdings and Merger Sub for the purpose of entering into that certain Agreement and Plan of Merger by and among Holdings, Merger Sub, Target and TC Group, L.L.C., dated as of May 24, 2006 (as amended or supplemented as of the date hereof, the “Merger Agreement”), pursuant to which (a) Merger Sub will merge (the “Merger”) with and into Target, with (i) Target surviving as a Wholly Owned Subsidiary of Holdings and (ii) Target assuming by operation of law all of the Obligations of Merger Sub under this Agreement and the other Loan Documents; and
STOCKHOLDERS’ AGREEMENT dated as of July 21, 2006 among REXNORD HOLDINGS, INC., REXNORD ACQUISITION HOLDINGS I, LLC, REXNORD ACQUISITION HOLDINGS II, LLC CYPRESS INDUSTRIAL HOLDINGS, LLC and GEORGE M. SHERMANStockholders’ Agreement • July 27th, 2006 • Rexnord Corp • General industrial machinery & equipment • New York
STOCKHOLDERS’ AGREEMENT dated as of July 21, 2006 (this “Agreement”), by and among REXNORD HOLDINGS, INC., a Delaware corporation (the “Company”), REXNORD ACQUISITION HOLDINGS I, LLC, a Delaware limited liability company (“SPV I”), REXNORD ACQUISITION HOLDINGS II, LLC, a Delaware limited liability company (“SPV II”; together with SPV I, “Apollo”), CYPRESS INDUSTRIAL HOLDINGS, LLC, a Maryland limited liability company (“CIH”), and George M. Sherman, individually (“Sherman” and, together with CIH, each a “Cypress Holder” and collectively with their permitted transferees, the “Cypress Holders”).
NON-QUALIFIED STOCK OPTION AGREEMENT OF REXNORD HOLDINGS, INC.Non-Qualified Stock Option Agreement • July 27th, 2006 • Rexnord Corp • General industrial machinery & equipment • New York
THIS AGREEMENT (this “Agreement”), dated as of [ ] is made by and between Rexnord Holdings, Inc., a Delaware corporation (the “Company”), and [ ], a non-employee director of the Company (as defined herein) (the “Optionee”)
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 19th, 2005 • Rexnord Corp • General industrial machinery & equipment • New York
STOCK PURCHASE AGREEMENT, dated as of April 5, 2005 (this “Agreement”), by and among THE FALK CORPORATION, a Delaware corporation (the “Company”), HAMILTON SUNDSTRAND CORPORATION, a Delaware corporation (“Seller”); and REXNORD CORPORATION, a Delaware corporation (“Buyer”).
AGREEMENT AND PLAN OF MERGER dated as of May 24, 2006 by and among CHASE ACQUISITION I, INC., CHASE MERGER SUB, INC., RBS GLOBAL, INC. and TC GROUP, L.L.C.Agreement and Plan of Merger • July 27th, 2006 • Rexnord Corp • General industrial machinery & equipment • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of May 24, 2006, is entered into by and among CHASE ACQUISITION I, INC., a Delaware corporation (“Acquiror”), CHASE MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”), RBS GLOBAL, INC., a Delaware corporation (the “Company”), and TC GROUP, L.L.C., a Delaware limited liability company (“TC Group”), solely in its capacity as the initial Holder Representative hereunder.
MERGER AGREEMENT by and among ZURN INDUSTRIES, LLC, ZURN ACQUISITION SUB INC., GA INDUSTRIES, INC. and CERTAIN SHAREHOLDERS Dated as of December 20, 2007Merger Agreement • December 21st, 2007 • Rexnord LLC • General industrial machinery & equipment • Pennsylvania
THIS MERGER AGREEMENT is made and entered into as of December 20, 2007 (the “Merger Agreement”), by and among Zurn Industries, LLC, a Delaware limited liability company (“Buyer”), Zurn Acquisition Sub Inc., a Pennsylvania corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”), GA Industries, Inc., a Pennsylvania corporation (“Seller”), and the Shareholders (as defined below) of Seller.
NON-QUALIFIED STOCK OPTION AGREEMENT OF REXNORD HOLDINGS, INC.Non-Qualified Stock Option Agreement • July 27th, 2006 • Rexnord Corp • General industrial machinery & equipment • New York
THIS AGREEMENT (this “Agreement”), dated as of [ ] is made by and among Rexnord Holdings, Inc., a Delaware corporation (the “Company”), Cypress Industrial Holdings, LLC, a Maryland limited liability company (“Industrial”), Cypress Group, LLC, a Maryland limited liability company (“Cypress”), and George M. Sherman, a Consultant to the Company or one of its Subsidiaries (as defined herein) (the “Optionee”).
SECOND SUPPLEMENTAL INDENTURE TO THE INDENTURE REXNORD CORPORATION, THE GUARANTORS SIGNATORY HERETO AND WELLS FARGO BANK, N.A. as TrusteeSecond Supplemental Indenture • June 20th, 2006 • Rexnord Corp • General industrial machinery & equipment • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of June 19, 2006 (this “Supplemental Indenture”), is by and among Rexnord Corporation, a Delaware corporation (the “Issuer”), the Guarantors and Wells Fargo Bank, N.A., as trustee (the “Trustee”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2006 • Rexnord Corp • General industrial machinery & equipment
This Amendment No. 1 to the Employment Agreement (the “Amendment”), dated March 31, 2006 by and between Rexnord Corporation, a Delaware Corporation (together with any successor thereto, the “Company”), and Robert A. Hitt (the “Executive”).
ContractRexnord LLC • July 11th, 2008 • General industrial machinery & equipment
On May 24, 2006, RBS Global, Inc. (“RBS Global”) entered into an Agreement and Plan of Merger pursuant to which affiliates of Apollo Management, L.P. (“Apollo”) and certain members of management agreed to purchase RBS Global from The Carlyle Group, the predecessor equity sponsor, through the merger of Chase Merger Sub, Inc., a wholly-owned subsidiary of an Apollo affiliate, Chase Acquisition, Inc., with and into RBS Global (the “Merger”). On July 21, 2006 (the “Merger Date”), the Merger occurred and RBS Global became a direct, wholly-owned subsidiary of Chase Acquisition, Inc. Rexnord Holdings, Inc. owns 100% of Chase Acquisition, Inc.
MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • July 27th, 2006 • Rexnord Corp • General industrial machinery & equipment • New York
This MANAGEMENT CONSULTING AGREEMENT (this “Agreement”) is entered into as of July 21, 2006 by and between Rexnord Holdings, Inc., a Delaware corporation (“Rexnord”), and Apollo Management VI, L.P., a Delaware limited partnership (“Apollo”).
THE TRANSACTIONSGeneral • June 2nd, 2006 • Rexnord Corp • General industrial machinery & equipment
On May 22, 2006, RBS Global, Inc. (the “Company”) entered into an agreement and plan of merger (the “merger agreement”) with Chase Acquisition I, Inc. (“Holdings”), Chase Merger Sub, Inc., a wholly-owned subsidiary of Holdings (the “merger sub”), and TC Group, L.L.C. Holdings and the merger sub were formed and are controlled by Apollo Management, L.P. (together with its affiliates, “Apollo”). Pursuant to the merger agreement, (i) the merger sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Holdings, and (ii) affiliates of The Carlyle Group (our chief equity sponsor) and certain of our other securityholders will receive cash consideration of approximately $1,012.8 million, subject to adjustment as provided in the merger agreement. We refer herein to such merger and payment of merger consideration as the “Acquisition.” Upon consummation of the Acquisition, substantially all of the outstanding common stock of Holdings will be owned by Apo
Employment AgreementEmployment Agreement • July 27th, 2006 • Rexnord Corp • General industrial machinery & equipment • New York
This Employment Agreement (the “Agreement” or this “Agreement”), entered into as of this 21st day of July 2006, by and between Rexnord Corporation, a Delaware corporation (together with any successor thereto, the “Company”), and Robert A. Hitt (the “Executive”), shall be effective immediately following, and subject to, the Closing (within the meaning of the Merger Agreement, as defined below) (the date of such Closing, the “Effective Date”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 19th, 2005 • Rexnord Corp • General industrial machinery & equipment • New York
This Assignment and Assumption Agreement, dated as of May 16, 2005, by and between Rexnord Corporation, a Delaware corporation (“Assignor”) and Rexnord Industries, Inc., a Delaware corporation and wholly-owned subsidiary of Assignor (“Assignee”). Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Stock Purchase Agreement (as defined below).
