NOMINATING AGREEMENTNominating Agreement • April 3rd, 2012 • Rexnord Corp • General industrial machinery & equipment • Delaware
This Nominating Agreement (this “Agreement”), dated as of April 3, 2012, by and among Rexnord Corporation, a Delaware corporation (the “Company”), and Apollo Management VI, L.P. (“Apollo Management”).
Nominating AgreementNominating Agreement • April 3rd, 2012 • Rexnord Corp • General industrial machinery & equipment
We intend to enter into an agreement with Apollo pursuant to which Apollo will have the right, at any time until Apollo no longer beneficially owns at least 50.1% of our outstanding common stock, to require us to increase the size of our board of directors by such number that, when added to the number of directors designated by Apollo, would constitute a majority of our board of directors, and to fill those vacancies with directors nominated by Apollo. Until such time as Apollo no longer beneficially owns at least 50.1% of our outstanding common stock, Apollo will have the right to nominate four designees to our board of directors. After Apollo no longer beneficially owns at least 50.1% of our outstanding common stock, but until such time as Apollo no longer beneficially owns at least 33 1/3% of our outstanding common stock, Apollo will have the right to nominate three designees to our board of directors. In addition, under our bylaws, until such time as Apollo no longer beneficially o
ContractManagement Services Termination Agreement • April 3rd, 2012 • Rexnord Corp • General industrial machinery & equipment • New York
MANAGEMENT SERVICES TERMINATION AGREEMENT, dated as of April 3, 2012 (this “Agreement”) among REXNORD CORPORATION (formerly known as Rexnord Holdings, Inc.), a Delaware Corporation (the “Company”), APOLLO MANAGEMENT VI, L.P., a Delaware limited partnership (“Apollo Management”) and APOLLO ALTERNATIVE ASSETS, L.P., a Delaware limited partnership (“AAA;” collectively with Apollo Management, “Apollo”).
