Exhibit
4.2


 


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”), Chase Merger
Sub, Inc., a Delaware corporation (“Chase Merger Sub”), and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).


WITNESSETH:


WHEREAS, Chase Merger
Sub has heretofore executed and delivered to the Trustee an Indenture (the “Indenture”),
dated as of July 21, 2006, providing for the issuance of 91⁄2% Senior Notes
due 2014 (the “Notes”);


WHEREAS, the Issuers
desire to execute and deliver this First Supplemental Indenture to the Trustee
for the purpose of becoming jointly and severally liable, as co-issuers of the
Notes, for all of Chase Merger Sub’s obligations under the Indenture and the
Notes;


WHEREAS the Guarantors
desire to execute and deliver this First Supplemental Indenture to the Trustee
for the purpose of guaranteeing the payment of all
obligations of the Issuers under the Indenture and the Notes and the
performance within applicable grace periods of all other obligations of the
Issuers under the Indenture and the Notes, on the terms and conditions set forth in Article 11 of the Indenture; and


WHEREAS, pursuant to
Section 9.01 of the Indenture, the Trustee and Chase Merger Sub are
authorized to execute and deliver this First Supplemental Indenture.


NOW
THEREFORE, in consideration of the foregoing and for good and
valuable consideration, the receipt of which is hereby acknowledged, the
Issuers, the Guarantors, Chase Merger Sub and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows:


SECTION 1. Capitalized
Terms. Capitalized terms used herein but not defined shall have the
meanings assigned to them in the Indenture.


SECTION 2. Co-Issuers.
The Issuers hereby agree that they are henceforth jointly and severally liable,
as co-issuers of the Notes, for all of Chase Merger Sub’s obligations under the
Indenture and the Notes, on the terms and conditions set forth therein.


 


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SECTION
3. Guarantees. Each of the Guarantors hereby agrees, jointly and
severally with all other Guarantors, to guarantee the Issuers’ obligations
under the Notes on the terms and subject to the conditions set forth in Article 11
of the Indenture and to be bound by all applicable provisions of the Indenture.


SECTION 4. Ratification
of Indenture; 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.


SECTION 5. Governing Law.
THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


SECTION 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, Chase Merger Sub 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.


SECTION 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.


SECTION 8. Effect of
Headings. The Section headings herein are for convenience only and shall
not effect the construction of this First Supplemental Indenture.


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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/
  Robert A. Hitt

  	
   

  
	
   

  	
   

  	
  Name:
  Robert A. Hitt

  
	
   

  	
   

  	
  Title:
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REXNORD
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas Janseny

  	
   

  
	
   

  	
   

  	
  Name:
  Thomas Jansen

  
	
   

  	
   

  	
  Title:
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  CHASE
  MERGER SUB, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Patricia M. Navis

  	
   

  
	
   

  	
   

  	
  Name:
  Patricia M. Navis

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  



 


 


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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.


	
   

  	
  GUARANTORS

  
	
   

  	
   

  
	
   

  	
  THE
  FALK SERVICE CORPORATION

  
	
   

  	
   

  
	
   

  	
  PRAGER
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
  PT
  COMPONENTS, INC.

  
	
   

  	
   

  
	
   

  	
  RBS
  ACQUISITION CORPORATION

  
	
   

  	
   

  
	
   

  	
  RBS
  CHINA HOLDINGS, L.L.C.

  
	
   

  	
   

  
	
   

  	
  REXNORD
  INDUSTRIES, LLC

  
	
   

  	
   

  
	
   

  	
  REXNORD
  INTERNATIONAL INC.

  
	
   

  	
   

  
	
   

  	
  REXNORD PUERTO RICO INC.

  
	
   

  	
   

  
	
   

  	
  W.M. BERG INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Andrzejewski

  	
   

  
	
   

  	
   

  	
  Name:
  Michael Andrzejewski

  
	
   

  	
   

  	
  Title:
  Secretary

  



 


 


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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.


 


	
   

  	
  TRUSTEE

  
	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION, as trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Timothy P. Mowdy

  	
   

  
	
   

  	
   

  	
  Name:
  Timothy P. Mowdy

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


 


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