Contract
Exhibit 10.15
FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”), dated as of February 7, 2007, by and among RBS Global, Inc., a Delaware corporation (the “Company”), Rexnord LLC, a Delaware limited liability company (“Rexnord” and, together with RBS Global, the “Issuers”), the existing Guarantors listed on Annex A hereto (the “Existing Guarantors”), the new Guarantors listed on Annex B hereto (the “New Guarantors” and, together with the Existing Guarantors, the “Guarantors”), and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”).
WITNESSETH:
WHEREAS, the Issuers and the Existing Guarantors have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of February 7, 2007, providing for the issuance of 8 7/8% Senior Notes due 2016 (the “Notes”) initially in the aggregate principal amount of $150,000,000;
WHEREAS, Section 4.11 of the Indenture provides that under certain circumstances the Issuers are required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all the Issuers’ Obligations under the Notes and the Indenture pursuant to a Guarantee on the terms and conditions set forth herein; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee and the Issuers are authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantors, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:
1. Defined Terms. As used in this First Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Guarantee shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular section hereof.
2. Agreement to Guarantee. The New Guarantors hereby agree, jointly and severally with all Existing Guarantors, to unconditionally guarantee the Issuers’ Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 11 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.
3. Notices. All notices or other communications to the New Guarantors shall be given as provided in Section 13.02 of the Indenture.
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4. Ratification of Indenture; First Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
5. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuers and the Guarantors. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed by the Trustee by reason of this First Supplemental Indenture. This First Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. In entering into this First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.
7. Counterparts. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
8. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.
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IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of the date first written above.
| ISSUERS | ||
| RBS GLOBAL, INC. | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Secretary | |
| REXNORD LLC | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Exec. V.P., Chief Financial Officer and Secretary | |
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[2016 Notes - First Supplemental Indenture]
IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of the date first written above.
| GUARANTORS | ||
| THE XXXX SERVICE CORPORATION | ||
| PRAGER INCORPORATED | ||
| PT COMPONENTS, INC. | ||
| RBS ACQUISITION CORPORATION | ||
| RBS CHINA HOLDINGS, L.L.C. | ||
| REXNORD INDUSTRIES, LLC | ||
| REXNORD INTERNATIONAL INC. | ||
| X.X. XXXX INC. | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Authorized Officer | |
| JACUZZI BRANDS, INC. | ||
| OEI, INC. | ||
| OEP, INC. | ||
| KRIKLES, INC. | ||
| KRIKLES EUROPE U.S.A. INC. | ||
| KRIKLES CANADA U.S.A. INC. | ||
| ZURCO, INC. | ||
| XXXX (CAYMAN ISLANDS), INC. | ||
| XXXX PEX, INC. | ||
| ENVIRONMENTAL ENERGY COMPANY | ||
| HL CAPITAL CORP. | ||
| ZURNACQ OF CALIFORNIA, INC. | ||
| XXXX CONSTRUCTORS, INC. | ||
| XXXX CONCRETE PRODUCTS, INC. | ||
| SANITARY-DASH MANUFACTURING CO., INC. | ||
| XXXX XXX SERVICES, INC. | ||
| XXXX INDUSTRIES, INC. | ||
| USI ATLANTIC CORP. | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: | Xxxxxx Xxxxx | |
| Title: | Authorized Officer | |
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[2016 Notes - First Supplemental Indenture]
IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of the date first written above.
| TRUSTEE | ||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, as trustee | ||
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: | Xxxxxxx Xxxxx | |
| Title: | Authorized Secretary | |
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Annex A
PT Components, Inc., a Delaware corporation
RBS Acquisition Corporation, a Delaware corporation
Rexnord International Inc., a Delaware corporation
X.X. Xxxx Inc., a Delaware corporation
The Xxxx Service Corporation, a Delaware corporation
RBS China Holdings, L.L.C., a Delaware limited liability company
Rexnord Industries, LLC, a Delaware limited liability company
Prager Incorporated, a Louisiana corporation
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Annex B
Jacuzzi Brands, Inc., a Delaware corporation
OEI, Inc., a Delaware corporation
OEP, Inc., a Delaware corporation
Krikles, Inc., a Delaware corporation
Krikles Europe U.S.A. Inc., a Delaware corporation
Krikles Canada U.S.A. Inc., a Delaware corporation
Zurco, Inc., a Delaware corporation
Xxxx (Cayman Islands), Inc., a Delaware corporation
Xxxx PEX, Inc., a Delaware corporation
USI Atlantic Corp., a Delaware corporation
Environmental Energy Company, a California corporation
HL Capital Corp., a California corporation
Zurnacq of California, Inc., a California corporation
Xxxx Constructors, Inc., a California corporation
Xxxx Concrete Products, Inc., a Georgia corporation
Sanitary-Dash Manufacturing Co., Inc., a Connecticut corporation
Xxxx XXX Services, Inc., Washington
Xxxx Industries Inc., Pennsylvania
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