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”).
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”).
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
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”)
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”).
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”).
