REXNORD CORPORATION (a Delaware corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2012 • Rexnord Corp • General industrial machinery & equipment • New York
REXNORD CORPORATION (a Delaware corporation) 14,729,045 Shares of Common Stock UNDERWRITING AGREEMENT Dated: November 12, 2014Underwriting Agreement • November 18th, 2014 • Rexnord Corp • General industrial machinery & equipment • New York
Rexnord Corporation, a Delaware corporation (the “Company”), Rexnord Acquisition Holdings I, LLC, a Delaware limited liability company (“SPV I”), and Rexnord Acquisition Holdings II, LLC, a Delaware limited liability company (“SPV II” and, together with SPV I, the “Selling Shareholders”), confirm their agreement with Credit Suisse Securities (USA) LLC and each of the other the Underwriters, if any, named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Credit Suisse Securities (USA) LLC is acting as representative (in such capacity, the “Representative”) with respect to the sale by the Selling Shareholders and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto. If no other Underwriters are listed on Sch
RBS GLOBAL, INC. and REXNORD LLC, as Issuers, and the Guarantors named herein 4.875% Senior Notes due 2025 INDENTURE Dated as of December 7, 2017 WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeIndenture • December 7th, 2017 • Rexnord Corp • General industrial machinery & equipment • New York
INDENTURE dated as of December 7, 2017 among RBS GLOBAL, INC., a Delaware corporation (“RBS Global” or the “Company”), REXNORD LLC, a Delaware limited liability company (“Rexnord”), the Guarantors (as defined herein), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
REXNORD CORPORATION (a Delaware corporation) 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: August 11, 2014Underwriting Agreement • August 15th, 2014 • Rexnord Corp • General industrial machinery & equipment • New York
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT THIS DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of this [____] day of [_________], 20__, by and between Rexnord Corporation, a Delaware corporation (the “Company”), and...Director and Officer Indemnification Agreement • January 31st, 2018 • Rexnord Corp • General industrial machinery & equipment • Delaware
REXNORD CORPORATION (a Delaware corporation) 7,000,000 Depositary Shares Each representing a 1/20th Interest in a Share of 5.75% Mandatory Convertible Preferred Stock, par value $0.01 per share (initial liquidation preference of $1,000 per share)...Underwriting Agreement • December 7th, 2016 • Rexnord Corp • General industrial machinery & equipment • New York
5.75% SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK OF REXNORD CORPORATION DEPOSIT AGREEMENT among REXNORD CORPORATION, AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, acting as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS...Deposit Agreement • December 7th, 2016 • Rexnord Corp • General industrial machinery & equipment • New York
THIS DEPOSIT AGREEMENT dated as of December 7, 2016 among (i) REXNORD CORPORATION, a Delaware corporation (the “Corporation”), (ii) AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Depositary”), and (iii) the Record Holders from time to time of the Receipts described in this Agreement.
CREDIT AGREEMENT Dated as of March 2, 2007, Among REXNORD HOLDINGS, INC., as Borrower, THE LENDERS PARTY HERETO, CREDIT SUISSE, as Administrative Agent, and BANC OF AMERICA BRIDGE LLC, as Syndication Agent, CREDIT SUISSE SECURITIES (USA) LLC, as Joint...Credit Agreement • May 26th, 2011 • Rexnord Corp • General industrial machinery & equipment • New York
CREDIT AGREEMENT (this “Agreement”), dated as of March 2, 2007, among REXNORD HOLDINGS, INC., a Delaware corporation (together with its successors, the “Borrower”), the LENDERS (as hereinafter defined) from time to time party hereto, CREDIT SUISSE, as administrative agent for the Lenders (“CS” or, together with any successor administrative agent appointed pursuant hereto, in such capacity, the “Administrative Agent”) and Banc of America Bridge LLC, as syndication agent (in such capacity, the “Syndication Agent”).
REXNORD CORPORATION (a Delaware corporation) 15,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: May 28, 2014Underwriting Agreement • June 3rd, 2014 • Rexnord Corp • General industrial machinery & equipment • New York
Company, Rexnord Acquisition Holdings I, LLC and Rexnord Acquisition Holdings II, LLC (together with Rexnord Acquisition Holdings I, LLC, the “Selling Stockholders”) providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) by the Selling Stockholders. In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder [and an officer and/or director] of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 60 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of Goldman Sachs and Credit Suisse, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option o
FORM OF STANDSTILL AND LOCK-UP AGREEMENTStandstill and Lock-Up Agreement • February 14th, 2022 • Zurn Water Solutions Corp • General industrial machinery & equipment • Delaware
This Standstill and Lock-Up Agreement (this “Agreement”) is made and entered into as of February 12, 2022, by and among Zurn Water Solutions Corp., a Delaware corporation (“Zebra”), and [●] (the “Stockholder”).
AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT Dated as of September 25, 2020 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 • September 25th, 2020 • Rexnord Corp • General industrial machinery & equipment • Illinois
THIS AMENDED AND RESTATED 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 25, 2020 (the “Restatement Effective Date”), 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”).
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2012 • Rexnord Corp • General industrial machinery & equipment • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) is dated and entered into this November 9, 2012 (the “Effective Date”), between Rexnord Corporation, a Delaware corporation (the “Company”), and Mark W. Peterson (“Executive”).
CREDIT AGREEMENT dated as of May 14, 2021 among LAND NEWCO, INC., VARIOUS SUBSIDIARIES THEREOF, THE LENDERS NAMED HEREIN, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A. AND BARCLAYS BANK PLC, as Joint Lead Arrangers...Credit Agreement • May 20th, 2021 • Rexnord Corp • General industrial machinery & equipment • Delaware
This CREDIT AGREEMENT dated as of May 14, 2021 (this “Agreement”) is entered into among LAND NEWCO, INC., a Delaware corporation (the “Company”), the Lenders (as defined herein) and JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent.
PERFORMANCE STOCK UNIT AGREEMENT OF REXNORD CORPORATIONPerformance Stock Unit Agreement • July 28th, 2020 • Rexnord Corp • General industrial machinery & equipment • Delaware
THIS AGREEMENT (this “Agreement”), dated as of ___________________ (the “Grant Date”) is made by and between Rexnord Corporation, a Delaware corporation (the “Corporation”), and _____________, an employee of the Corporation or one of its Subsidiaries (the “Grantee”).
REAL ESTATE MATTERS AGREEMENTReal Estate Matters Agreement • February 19th, 2021 • Rexnord Corp • General industrial machinery & equipment • 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 • Rexnord Corp • General industrial machinery & equipment • 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”).
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 • Rexnord Corp • General industrial machinery & equipment • 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”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTFirst Lien Credit Agreement • July 1st, 2022 • Zurn Water Solutions Corp • General industrial machinery & equipment • New York
On the Fourth Restatement Effective Date and the date of each Credit Event, after giving effect to the Transactions, the Borrowers represent and warrant to each of the Lenders that:
INCREMENTAL ASSUMPTION AGREEMENTIncremental Assumption Agreement • December 7th, 2017 • Rexnord Corp • General industrial machinery & equipment • New York
INCREMENTAL ASSUMPTION AGREEMENT (this “Agreement”) dated as of December 7, 2017 relating to the Third Amended and Restated First Lien Credit Agreement dated as of August 21, 2013 (as further amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”) among CHASE ACQUISITION I, INC., RBS GLOBAL, INC. (“RBS Global”), REXNORD LLC (“Rexnord” and, together with RBS Global, the “Borrowers”), the Lenders party thereto from time to time, the Issuing Banks party thereto from time to time and CREDIT SUISSE AG, as Administrative Agent (in such capacity, the “Administrative Agent”).
RESTRICTED STOCK UNIT AGREEMENT OF ZURN ELKAY WATER SOLUTIONS CORPORATIONRestricted Stock Unit Agreement • October 25th, 2022 • Zurn Elkay Water Solutions Corp • General industrial machinery & equipment • Delaware
THIS AGREEMENT (this “Agreement”), dated as of ___________ is made by and between Zurn Elkay Water Solutions Corporation, a Delaware corporation (the “Corporation”), and _____________, a non-employee director of the Corporation (the “Grantee”).
AGREEMENT AND PLAN OF MERGER among zURN WATER SOLUTIONS CORPORATION, zebra merger sub, inc., elkay manufacturing company and ELKAY INTERIOR SYSTEMS INTERNATIONAL, INC. February 12, 2022Asset Transfer Agreement • February 14th, 2022 • Zurn Water Solutions Corp • General industrial machinery & equipment • Delaware
AGREEMENT AND PLAN OF MERGER among REGAL BELOIT CORPORATION PHOENIX 2021, INC. REXNORD CORPORATION AND LAND NEWCO, INC. Dated as of February 15, 2021Agreement and Plan of Merger • February 19th, 2021 • Rexnord Corp • General industrial machinery & equipment • 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.
UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2012 • Rexnord Corp • General industrial machinery & equipment • New York
Agreement and General ReleaseAgreement and General Release • February 14th, 2023 • Zurn Elkay Water Solutions Corp • General industrial machinery & equipment
This Agreement and General Release (the “Agreement”) is effective as of the latest date signed by Rodney Jackson (“Executive” or “you”) and Zurn Elkay Water Solutions Corporation (formerly known as Zurn Water Solutions Corporation and, prior to that, Rexnord Corporation), for itself and its direct and indirect subsidiaries, divisions, related companies and affiliates (the “Company”). Executive and the Company are each a “Party” and collectively, the “Parties”.
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • February 19th, 2021 • Rexnord Corp • General industrial machinery & equipment • 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”).
EXECUTION VERSION THIS OMNIBUS AMENDMENT No. 2 (this “Amendment”) is entered into as of January 16, 2019, by and among: (i) REXNORD FUNDING LLC, as an Originator, and as the Buyer (“Rexnord Funding”); (ii) ZURN INDUSTRIES, LLC, as an Originator (“Zurn...Funding Agreement • January 30th, 2019 • Rexnord Corp • General industrial machinery & equipment • Illinois
RESTRICTED STOCK UNIT ELECTION AGREEMENT OF ZURN ELKAY WATER SOLUTIONS CORPORATIONRestricted Stock Unit Election Agreement • October 25th, 2022 • Zurn Elkay Water Solutions Corp • General industrial machinery & equipment • Delaware
Todd A. Adams May 17, 2024 Dear Todd, On behalf of the Board of Directors, the Company is pleased to provide you this letter agreement (“Letter Agreement”) to set forth certain terms and conditions relating to your continued employment with Zurn Elkay...Zurn Elkay Water Solutions Corp • May 17th, 2024 • General industrial machinery & equipment • Wisconsin
This Letter Agreement is effective on May 17, 2024 (the “Effective Date”) and the initial term will end on the fourth anniversary of the Effective Date (“Initial Term”). The term of this Letter Agreement shall be automatically extended thereafter for successive one (1) year periods unless, at least ninety (90) days prior to the end of the Initial Term or the then current succeeding one (1)-year extended term of this Letter Agreement, you or the Company has notified the other that the term hereunder shall terminate upon its expiration date.
NON-QUALIFIED STOCK OPTION AGREEMENT OF REXNORD CORPORATIONNon-Qualified Stock Option Agreement • May 10th, 2012 • Rexnord Corp • General industrial machinery & equipment • Delaware
THIS AGREEMENT (this “Agreement”), dated as of _________________, ______ is made by and between Rexnord Corporation, a Delaware corporation (the “Corporation”), and _____________, an employee of the Corporation or one of its Subsidiaries (the “Optionee”).
INCREMENTAL ASSUMPTION AGREEMENTIncremental Assumption Agreement • April 26th, 2013 • Rexnord Corp • General industrial machinery & equipment • New York
INCREMENTAL ASSUMPTION AGREEMENT (this “Agreement”) dated as of April 24, 2013 relating to the Second Amended and Restated Credit Agreement dated as of March 15, 2012 as amended pursuant to the Incremental Assumption Agreement dated as of October 4, 2012 (as further amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”) among CHASE ACQUISITION I, INC., RBS GLOBAL, INC. (“RBS Global”), REXNORD LLC (“Rexnord” and, together with RBS Global, the “Borrowers”), the Lenders party thereto from time to time and CREDIT SUISSE AG, as Administrative Agent (in such capacity, the “Administrative Agent”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • May 21st, 2013 • Rexnord Corp • General industrial machinery & equipment • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) dated as of January 31, 2013, among CLINE ACQUISITION CORP. (the “New Guarantor”), an indirect subsidiary of RBS GLOBAL, INC. (or its successor), a Delaware corporation (the “Company”), the Company, REXNORD LLC, a Delaware limited liability company (“Rexnord” and, together with the Company, the “Issuers”), the existing guarantors (the “Guarantors”) under the Indenture (as defined below), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2022 • Zurn Water Solutions Corp • General industrial machinery & equipment • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of July 1, 2022, by and among Zurn Water Solutions Corporation, a Delaware corporation (the “Company”), and each of the stockholders listed on Schedule A hereto, each of whom is referred to herein as a “ Holder” and collectively, the “Holders”.
ContractManagement Services Termination Agreement • March 19th, 2012 • Rexnord Corp • General industrial machinery & equipment • New York
MANAGEMENT SERVICES TERMINATION AGREEMENT, dated as of , 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”).
RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT Dated as of September 25, 2020 by and among REXNORD FUNDING LLC, as Borrower, THE FINANCIAL INSTITUTIONS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, and MIZUHO BANK, LTD. as a Lender and as...Receivables Funding and Administration Agreement • September 25th, 2020 • Rexnord Corp • 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 25, 2020 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 MIZUHO BANK, LTD., as a Lender and as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
