REGISTRATION RIGHTS AGREEMENT by and among Chase Merger Sub, Inc. RBS Global, Inc. Rexnord Corporation the subsidiaries of Rexnord Corporation parties hereto and Credit Suisse Securities (USA) LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated...Registration Rights Agreement • July 27th, 2006 • Rexnord Corp • General industrial machinery & equipment • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 21, 2006, by and among Chase Merger Sub, Inc., a Delaware corporation (“Merger Sub”), RBS Global, Inc., a Delaware corporation (the “Company”), Rexnord Corporation, a Delaware Corporation (the “Co-Issuer”), the subsidiaries of the Co-Issuer listed on Schedule A hereto (collectively, the “Guarantors”), Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear Stearns & Co. Inc. and Lehman Brothers Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase, pursuant to the Purchase Agreement (as defined below), the 9.50% Senior Notes due 2014 (the “Initial Notes”) issued by the Company and the Co-Issuer and fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
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”).
NON-QUALIFIED STOCK OPTION AGREEMENT OF REXNORD HOLDINGS, INC.Non-Qualified Stock Option Agreement • July 27th, 2006 • Rexnord Corp • General industrial machinery & equipment • New York
THIS AGREEMENT (this “Agreement”), dated as of [ ] is made by and between Rexnord Holdings, Inc., a Delaware corporation (the “Company”), and [ ], an Employee of the Company or one of its Subsidiaries (as defined herein) (the “Optionee”)
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
CREDIT AGREEMENT Dated as of July 21, 2006, Among CHASE ACQUISITION I, INC., CHASE MERGER SUB, INC. (to be merged with and into RBS Global, Inc.) and REXNORD CORPORATION, as Borrowers, THE LENDERS PARTY HERETO, MERRILL LYNCH CAPITAL CORPORATION, as...Credit Agreement • July 27th, 2006 • Rexnord Corp • General industrial machinery & equipment • New York
WHEREAS, Apollo Management VI, L.P. and other affiliated co-investment partnerships (collectively, the “Fund”) have indirectly formed Holdings and Merger Sub for the purpose of entering into that certain Agreement and Plan of Merger by and among Holdings, Merger Sub, Target and TC Group, L.L.C., dated as of May 24, 2006 (as amended or supplemented as of the date hereof, the “Merger Agreement”), pursuant to which (a) Merger Sub will merge (the “Merger”) with and into Target, with (i) Target surviving as a Wholly Owned Subsidiary of Holdings and (ii) Target assuming by operation of law all of the Obligations of Merger Sub under this Agreement and the other Loan Documents; and
STOCKHOLDERS’ AGREEMENT dated as of July 21, 2006 among REXNORD HOLDINGS, INC., REXNORD ACQUISITION HOLDINGS I, LLC, REXNORD ACQUISITION HOLDINGS II, LLC CYPRESS INDUSTRIAL HOLDINGS, LLC and GEORGE M. SHERMANStockholders’ 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”), CYPRESS INDUSTRIAL HOLDINGS, LLC, a Maryland limited liability company (“CIH”), and George M. Sherman, individually (“Sherman” and, together with CIH, each a “Cypress Holder” and collectively with their permitted transferees, the “Cypress Holders”).
NON-QUALIFIED STOCK OPTION AGREEMENT OF REXNORD HOLDINGS, INC.Non-Qualified Stock Option Agreement • July 27th, 2006 • Rexnord Corp • General industrial machinery & equipment • New York
THIS AGREEMENT (this “Agreement”), dated as of [ ] is made by and between Rexnord Holdings, Inc., a Delaware corporation (the “Company”), and [ ], a non-employee director of the Company (as defined herein) (the “Optionee”)
AGREEMENT AND PLAN OF MERGER dated as of May 24, 2006 by and among CHASE ACQUISITION I, INC., CHASE MERGER SUB, INC., RBS GLOBAL, INC. and TC GROUP, L.L.C.Agreement and Plan of Merger • July 27th, 2006 • Rexnord Corp • General industrial machinery & equipment • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of May 24, 2006, is entered into by and among CHASE ACQUISITION I, INC., a Delaware corporation (“Acquiror”), CHASE MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”), RBS GLOBAL, INC., a Delaware corporation (the “Company”), and TC GROUP, L.L.C., a Delaware limited liability company (“TC Group”), solely in its capacity as the initial Holder Representative hereunder.
NON-QUALIFIED STOCK OPTION AGREEMENT OF REXNORD HOLDINGS, INC.Non-Qualified Stock Option Agreement • July 27th, 2006 • Rexnord Corp • General industrial machinery & equipment • New York
THIS AGREEMENT (this “Agreement”), dated as of [ ] is made by and among Rexnord Holdings, Inc., a Delaware corporation (the “Company”), Cypress Industrial Holdings, LLC, a Maryland limited liability company (“Industrial”), Cypress Group, LLC, a Maryland limited liability company (“Cypress”), and George M. Sherman, a Consultant to the Company or one of its Subsidiaries (as defined herein) (the “Optionee”).
