0001104659-05-017675 Sample Contracts

Contract
Acquisition Agreement • April 22nd, 2005 • RBS Global Inc • General industrial machinery & equipment

On April 5, 2005, Rexnord Corporation, a Delaware corporation and wholly-owned subsidiary of RBS Global, Inc. (“Rexnord”), entered into a definitive agreement (the “Acquisition Agreement”) to purchase the Falk Corporation (“Falk”) from Hamilton Sundstrand, a subsidiary of United Technologies Corporation (“UTC”), for $295 million. Closing of this transaction, which is expected to occur in the second calendar quarter of 2005, is subject to satisfaction of certain customary closing conditions, including receipt of certain governmental approvals. Below is certain financial information related to Falk and other information relevant to the transaction and relevant to banks considering participating in the financing.

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