Baldor Electric Co Sample Contracts

SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • August 17th, 1999 • Baldor Electric Co • Motors & generators • Missouri
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AMENDMENT #1 TO THE RIGHTS AGREEMENT
The Rights Agreement • March 21st, 1996 • Baldor Electric Co • Motors & generators • Missouri
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CREDIT AGREEMENT dated as of January 31, 2007 between BALDOR ELECTRIC COMPANY The SUBSIDIARY GUARANTORS Party Hereto The LENDERS Party Hereto and BNP PARIBAS, as Administrative Agent SUNTRUST BANK, as Syndication Agent
Credit Agreement • February 6th, 2007 • Baldor Electric Co • Motors & generators • New York

CREDIT AGREEMENT dated as of January 31, 2007, between BALDOR ELECTRIC COMPANY, the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto, and BNP PARIBAS, as Administrative Agent.

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Baldor Electric Company 10,294,118 shares of Common Stock, par value $0.10 UNDERWRITING AGREEMENT
Underwriting Agreement • January 31st, 2007 • Baldor Electric Co • Motors & generators • New York
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AGREEMENT AND PLAN OF MERGER BY AND AMONG ABB LTD, BROCK ACQUISITION CORPORATION AND BALDOR ELECTRIC COMPANY DATED AS OF NOVEMBER 29, 2010
Agreement and Plan of Merger • November 30th, 2010 • Baldor Electric Co • Motors & generators • New York

AGREEMENT AND PLAN OF MERGER (including the exhibits and disclosure schedules attached hereto, this “Agreement”), dated as of November 29, 2010, by and among ABB Ltd, a corporation organized under the Laws of Switzerland (“Parent”), Brock Acquisition Corporation, a Missouri corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Baldor Electric Company, a Missouri corporation (the “Company”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and together as “Parties”.

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BALDOR ELECTRIC COMPANY NON-QUALIFIED STOCK OPTION AGREEMENT
Baldor Electric • August 8th, 2006 • Baldor Electric Co • Motors & generators

This Agreement is entered into as of «DATE» (the “Agreement Date”), by and between BALDOR ELECTRIC COMPANY (the “Company”) and «OPTIONEE» (ID # «SS») (the “Employee”). The Plan under which this Agreement is made is the Baldor Electric Company 1994 Stock Option Plan and the Administrator of the Plan is the Stock Option Committee of the Board of Directors of the Company. This Agreement is based upon non-qualified stock options originally granted to the Employee on «ORIG DATE».

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BALDOR ELECTRIC COMPANY STOCK UNIT AGREEMENT
Baldor Electric Company • August 8th, 2006 • Baldor Electric Co • Motors & generators • Missouri

This Agreement is entered into as of «DATE» (the “Agreement Date”), by and between BALDOR ELECTRIC COMPANY (the “Company”), and «OPTIONEE» (ID# «SS») (the “Employee”). Together they agree to the following.

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SUPPLEMENTAL INDENTURE FOR ADDITIONAL NOTE GUARANTEES
Supplemental Indenture • February 6th, 2007 • Baldor Electric Co • Motors & generators • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of January 31, 2007, among Reliance Electric Company, Reliance Electrical Technologies, LLC and REC Holding, Inc. (each a “Guaranteeing Subsidiary” and together the “Guaranteeing Subsidiaries”), each a subsidiary of Baldor Electric Company), a Missouri corporation (the “Company”), the Company and Wells Fargo Bank, N.A., as trustee under the indentures referred to below (the “Trustee”).

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AMENDMENT NO. 2 TO LOAN AGREEMENT (Baldor)
Loan Agreement • November 9th, 2006 • Baldor Electric Co • Motors & generators • New York

THIS AMENDMENT NO. 2 TO LOAN AGREEMENT, dated as of March 6, 2003 (the “Amendment”), is entered into by and among THREE PILLARS FUNDING CORPORATION, (“Three Pillars”), SUNTRUST CAPITAL MARKETS, INC. (formerly SunTrust Equitable Securities Corporation), as administrator (the “Administrator”), BALDOR INVESTMENT, LLC. (the “Borrower”), and BALDOR ELECTRIC COMPANY (“Baldor”). Capitalized terms used and not otherwise defined herein are used as defined in the Loan Agreement, dated as of March 16, 2001 among Three Pillars, the Administrator, the Borrower and Baldor (as amended by Amendment No. 1 dated as of March 15, 2002 and as otherwise amended, supplemented or otherwise modified, the “Loan Agreement”).

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BALDOR ELECTRIC COMPANY STOCK UNIT AGREEMENT For Non-Employee Directors
Baldor Electric Company • August 8th, 2006 • Baldor Electric Co • Motors & generators • Missouri

This Agreement is entered into as of «DATE» (the “Agreement Date”), by and between BALDOR ELECTRIC COMPANY (the “Company”), and «OPTIONEE» (ID# «SS») (the “Director”). Together they agree to the following.

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AMENDMENT NO. 6 TO LOAN AGREEMENT (Baldor)
Loan Agreement • November 9th, 2006 • Baldor Electric Co • Motors & generators • New York

THIS AMENDMENT NO. 6 TO LOAN AGREEMENT, dated as of April 7, 2006 (the “Amendment”), is entered into by and among THREE PILLARS FUNDING LLC (successor to Three Pillars Funding Corporation) (“Three Pillars”), SUNTRUST CAPITAL MARKETS, INC. (formerly SunTrust Equitable Securities Corporation), as administrator (the “Administrator”), BALDOR INVESTMENT, LLC. (the “Borrower”), and BALDOR ELECTRIC COMPANY (“Baldor”). Capitalized terms used and not otherwise defined herein are used as defined in the Loan Agreement, dated as of March 16, 2001 among Three Pillars, the Administrator, the Borrower and Baldor (as in effect on the date hereof, the “Original Loan Agreement” and, as amended hereby and amended or otherwise modified from time to time hereafter, the “Loan Agreement”).

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BALDOR ELECTRIC COMPANY
Baldor Electric Co • January 31st, 2007 • Motors & generators • New York

Baldor Electric Company, a Missouri corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representative, an aggregate principal amount of $550,000,000 8 5/8% Senior Notes due 2017 (the “Notes”). The Company’s obligations under the Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto, each of which entities shall, promptly following the consummation of the Acquisition (as defined below), merge with and into each of the Reliance Significant Subsidiaries (as defined below) with the Reliance Significant Subsidiaries being the respective surviving entities (the “Guarantor Mergers”), at which point the Reliance Significant Subsidiaries will pursuant to a supplemental indenture (the “Supplemental Indenture for Note Gua

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 6th, 2007 • Baldor Electric Co • Motors & generators • New York

WHEREAS, the Company and the Stockholder are parties to the Purchase Agreement, dated as of November 6, 2006, as amended (the “Purchase Agreement”), by and among Rockwell Automation, Inc., the Stockholder, Rockwell Automation Canada Control Systems, Grupo Industrias Reliance S.A. de C.V., Rockwell Automation GmbH (formerly known as Rockwell International GmbH) and the Company; and

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BALDOR ELECTRIC COMPANY INCENTIVE STOCK OPTION AGREEMENT
Baldor Electric Company • August 8th, 2006 • Baldor Electric Co • Motors & generators

This Agreement is entered into as of «DATE» (the “Agreement Date”), by and between BALDOR ELECTRIC COMPANY (the “Company”) and «OPTIONEE» (ID # «SS» ) (the “Employee”). The Plan under which this Agreement is made is the Baldor Electric Company 2006 Equity Incentive Plan and the Administrator of the Plan is the Stock Option Committee of the Board of Directors of the Company.

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FIRST OMNIBUS AMENDMENT
First Omnibus Amendment • February 28th, 2007 • Baldor Electric Co • Motors & generators • New York

This FIRST OMNIBUS AMENDMENT (this “Amendment”), is dated as of February 14, 2007, between Baldor Electric Company, a corporation duly organized and validly existing under the laws of Missouri (the “Borrower”), each of the Subsidiaries of the Borrower identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages hereto (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with the Borrower, the “Obligors”), BNP Paribas, as administrative agent (the “Administrative Agent”) and the "Lenders" under the Credit Agreement referred to below.

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EXHIBIT 10(viii) EMPLOYMENT TRANSITION AND RESIGNATION AGREEMENT
Transition and Resignation Agreement • March 28th, 2003 • Baldor Electric Co • Motors & generators
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BALDOR PROFIT SHARING AND SAVINGS PLAN ABB's OFFER TO PURCHASE BALDOR STOCK — FROM THE BENEFITS DEPARTMENT —
Baldor Electric Co • December 8th, 2010 • Motors & generators

On November 29, 2010 Baldor and ABB entered into an Agreement and Plan of Merger. This agreement affects Baldor Stock held in the Baldor Profit Sharing and Savings Plan (Plan). This is the first of several notices that address this subject. The information is based on the latest information we have and may change. Please pay attention to future notices.

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BALDOR ELECTRIC COMPANY NON-QUALIFIED STOCK OPTION AGREEMENT For Non-Employee Directors
Baldor Electric Company • August 8th, 2006 • Baldor Electric Co • Motors & generators

This Agreement is entered into as of «DATE» (the “Agreement Date”), by and between BALDOR ELECTRIC COMPANY (the “Company”) and «OPTIONEE» (ID # «SS» ) (the “Director”). The Plan under which this Agreement is made is the Baldor Electric Company 2006 Equity Incentive Plan and the Administrator of the Plan is the Stock Option Committee of the Board of Directors of the Company.

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ABB Letterhead]
Baldor Electric Co • December 8th, 2010 • Motors & generators • New York

ABB Ltd. (together with its affiliates, "ABB") will invest substantial time and resources and incur substantial expenses in negotiating and drafting any documentation related to a possible business combination (the "Transaction") involving Baldor Electric Company ("Baldor"). To induce ABB to incur such expenses and pursue the Transaction, by the execution and delivery of this exclusivity agreement (the "Agreement") and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, Baldor covenants and agrees with ABB as follows:

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AMENDMENT NO. 1 TO LOAN AGREEMENT (Baldor)
Loan Agreement • November 9th, 2006 • Baldor Electric Co • Motors & generators • New York

THIS AMENDMENT NO. 1 TO LOAN AGREEMENT, dated as of March 15, 2002 (the “Amendment”), is entered into by and among THREE PILLARS FUNDING CORPORATION, (“Three Pillars”), SUNTRUST CAPITAL MARKETS, INC. (formerly SunTrust Equitable Securities Corporation), as administrator (the “Administrator”), BALDOR INVESTMENT, LLC. (the “Borrower”), and BALDOR ELECTRIC COMPANY (“Baldor”). Capitalized terms used and not otherwise defined herein are used as defined in the Loan Agreement, dated as of March 16, 2001 among Three Pillars, the Administrator, the Borrower and Baldor (as amended to date, the “Loan Agreement”).

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AMENDMENT NO. 4 TO LOAN AGREEMENT (Baldor)
Loan Agreement • November 9th, 2006 • Baldor Electric Co • Motors & generators • New York

THIS AMENDMENT NO. 4 TO LOAN AGREEMENT, dated as of January 31, 2005 (the “Amendment”), is entered into by and among THREE PILLARS FUNDING LLC (successor to Three Pillars Funding Corporation) (“Three Pillars”), SUNTRUST CAPITAL MARKETS, INC. (formerly SunTrust Equitable Securities Corporation), as administrator (the “Administrator”), BALDOR INVESTMENT, LLC. (the “Borrower”), and BALDOR ELECTRIC COMPANY (“Baldor”). Capitalized terms used and not otherwise defined herein are used as defined in the Loan Agreement, dated as of March 16, 2001 among Three Pillars, the Administrator, the Borrower and Baldor (as amended or otherwise modified from time to time, the “Loan Agreement”).

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Baldor Electric Co • December 8th, 2010 • Motors & generators

We are pleased to inform you that, pursuant to the Agreement and Plan of Merger, dated November 29, 2010 (the "Merger Agreement"), among Baldor Electric Company ("Baldor"), ABB Ltd ("ABB"), and Brock Acquisition Corporation ("Purchaser"), an indirect wholly-owned subsidiary of ABB, Purchaser has commenced a tender offer to acquire all outstanding shares of Baldor's common stock (the "Offer"). The Offer is being made on terms and conditions set forth in an Offer to Purchase, dated December 8, 2010, and the accompanying Letter of Transmittal (together, as each may be amended, the "Offer Materials").

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PURCHASE AGREEMENT by and among ROCKWELL AUTOMATION, INC., ROCKWELL AUTOMATION OF OHIO, INC., ROCKWELL AUTOMATION CANADA CONTROL SYSTEMS, GRUPO INDUSTRIAS RELIANCE S.A. de C.V., ROCKWELL INTERNATIONAL GMBH and BALDOR ELECTRIC COMPANY
Purchase Agreement • November 9th, 2006 • Baldor Electric Co • Motors & generators • New York

PURCHASE AGREEMENT dated as of November 6, 2006 by and among ROCKWELL AUTOMATION, INC., a corporation organized under the laws of Delaware (“Seller”), the RA SUB SELLERS (as defined below) and BALDOR ELECTRIC COMPANY, a corporation organized under the laws of Missouri (“Buyer”).

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Baldor Electric Co • December 8th, 2010 • Motors & generators

This letter refers to that agreement, dated January 21, 2010 (the "Agreement"), between ABB Ltd ("ABB") and Baldor Electric Company ("Baldor"), under which Baldor agreed to provide certain Confidential Information (as defined in the Agreement) to ABB.

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AMENDMENT NO. 3 TO LOAN AGREEMENT (Baldor)
Loan Agreement • November 9th, 2006 • Baldor Electric Co • Motors & generators • New York

THIS AMENDMENT NO. 3 TO LOAN AGREEMENT, dated as of March 5, 2004 (the “Amendment”), is entered into by and among THREE PILLARS FUNDING LLC (successor to Three Pillars Funding Corporation) (“Three Pillars”), SUNTRUST CAPITAL MARKETS, INC. (formerly SunTrust Equitable Securities Corporation), as administrator (the “Administrator”), BALDOR INVESTMENT, LLC. (the “Borrower”), and BALDOR ELECTRIC COMPANY (“Baldor”). Capitalized terms used and not otherwise defined herein are used as defined in the Loan Agreement, dated as of March 16, 2001 among Three Pillars, the Administrator, the Borrower and Baldor (as amended to date, the “Loan Agreement”).

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LOAN AGREEMENT dated as of March 16, 2001 among BALDOR INVESTMENT, LLC as Borrower and BALDOR ELECTRIC COMPANY, as Master Servicer and THREE PILLARS FUNDING CORPORATION, as Lender and SUNTRUST EQUITABLE SECURITIES CORPORATION, as Administrator
Loan Agreement • November 9th, 2006 • Baldor Electric Co • Motors & generators

THIS LOAN AGREEMENT is made and entered into as of March 16, 2001, among BALDOR INVESTMENT, LLC, a Delaware limited liability company (“Borrower”), BALDOR ELECTRIC COMPANY, a Missouri corporation (“Baldor”), as initial master servicer (in such capacity, the “Master Servicer”), THREE PILLARS FUNDING CORPORATION, a Delaware corporation (together with its successors and permitted assigns, “Lender”), and SUNTRUST EQUITABLE SECURITIES CORPORATION, a Tennessee corporation, as agent and administrator for Lender (in such capacity, together with its successor and assigns in such capacity, the “Administrator”)

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AMENDMENT NO. 2
Baldor Electric Co • April 1st, 2009 • Motors & generators

AMENDMENT NO. 2 dated as of March 31, 2009 between Baldor Electric Company, a corporation duly organized and validly existing under the laws of Missouri (the “Borrower”), each of the Subsidiaries of the Borrower identified under the caption “Subsidiary Guarantors” on the signature pages hereto (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with the Borrower, the “Obligors”), the Lenders executing this Amendment No. 2 on the signature pages hereto and BNP Paribas, in its capacity as Administrative Agent under the Credit Agreement referred to below.

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AMENDMENT NO. 5 TO LOAN AGREEMENT (Baldor)
Loan Agreement • November 9th, 2006 • Baldor Electric Co • Motors & generators • New York

THIS AMENDMENT NO. 5 TO LOAN AGREEMENT, dated as of January 30, 2006 (the “Amendment”), is entered into by and among THREE PILLARS FUNDING LLC (successor to Three Pillars Funding Corporation) (“Three Pillars”), SUNTRUST CAPITAL MARKETS, INC. (formerly SunTrust Equitable Securities Corporation), as administrator (the “Administrator”), BALDOR INVESTMENT, LLC. (the “Borrower”), and BALDOR ELECTRIC COMPANY (“Baldor”). Capitalized terms used and not otherwise defined herein are used as defined in the Loan Agreement, dated as of March 16, 2001 among Three Pillars, the Administrator, the Borrower and Baldor (as in effect on the date hereof, the “Original Loan Agreement” and, as amended hereby and amended or otherwise modified from time to time hereafter, the “Loan Agreement”).

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