EX-10.1



 Exhibit 10.1 

INCREMENTAL ASSUMPTION AGREEMENT 

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”). 
 RECITALS:

 WHEREAS, the Borrowers intend to (i) extend the maturity of the Revolving Facility and make certain other amendments to the
Revolving Facility as set forth herein (the “Revolving Facility Refinancing”) and (ii) extend the maturity of the Term B Facility and make certain other amendments to the Term B Facility as set forth herein (the
“Term B Loan Refinancing”, together with the Revolving Facility Refinancing, the “Refinancings”); 

WHEREAS, to implement the Refinancings, the Borrowers have, by notice to the Administrative Agent dated as of December 4, 2017, delivered
pursuant to Sections 2.21(j) and (l) of the Credit Agreement (the “Notice”) (a copy of which notice is attached as Exhibit A hereto), requested (i) Replacement Revolving Facility Commitments in an aggregate
principal amount of $264,000,000 to replace in full the Revolving Facility Commitments existing on the 2017 Refinancing Effective Date (as defined below) (immediately prior to the effectiveness of this Agreement) (such existing Revolving Facility
Commitments, the “Existing Revolving Facility Commitments”) and (ii) a Refinancing Term Loan in an aggregate principal amount of $800,000,000; 

WHEREAS, the net proceeds of an issuance of Refinancing Notes plus cash on hand will be used to repay a portion of the aggregate principal
amount of the Term B Loans outstanding on the 2017 Refinancing Effective Date, together with accrued interest thereon, and break funding payments (if any) applicable thereto in accordance with Section 2.16 of the Credit Agreement (such amounts
collectively, the “Term B Loan Initial Repayment Amount”); 
 WHEREAS, after the payment
of the Term B Loan Initial Repayment Amount, the Net Proceeds of the Term B Loan Refinancing will be used to repay in full the remaining aggregate principal amount of the Term B Loans outstanding on the 2017 Refinancing Effective Date, together with
accrued interest thereon, and break funding payments (if any) applicable thereto in accordance with Section 2.16 of the Credit Agreement (such amounts collectively, the “Term B Loan Refinancing Repayment
Amount” and together with the Term B Loan Initial Repayment Amount, the “Term B Loan Repayment Amounts”); 

WHEREAS, each institution listed on Schedule I hereto under the heading “Replacement Revolving Facility Lender”
(the “Replacement Revolving Facility Lenders”) has agreed, on the terms and conditions set forth herein and in the Credit Agreement, to provide the amount of the Replacement Revolving Facility Commitments set
forth opposite its name under the heading “Replacement Revolving Facility Commitment” on Schedule I hereto (the “Replacement Revolving Facility Commitment”); 







 WHEREAS, the institution listed on Schedule I hereto under the heading “Refinancing
Term Lender” (the “Refinancing Term Lender”) has agreed, on the terms and conditions set forth herein and in the Credit Agreement, to provide the amount of the Term B Loan Refinancing set forth opposite its name
under the heading “Refinancing Term Loan Commitment” on Schedule I hereto (the “Refinancing Term Loan Commitment”). 

NOW, THEREFORE, the parties hereto therefore agree as follows: 

SECTION 1.    Defined Terms; References. Capitalized terms used in this
Agreement and not otherwise defined herein have the respective meanings assigned thereto in the Credit Agreement. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement. Each reference to
“hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after
this Agreement becomes effective, refer to the Credit Agreement as amended hereby. 

SECTION 2.    Term B Loan Refinancing. 

(a)    Subject to the terms and conditions set forth herein, the Refinancing Term Lender agrees to make a Refinancing
Term Loan to the Borrowers on the 2017 Refinancing Effective Date in a principal amount not to exceed its Refinancing Term Loan Commitment. 

(b)    The Administrative Agent hereby agrees in its reasonable discretion that the Notice attached hereto satisfies the
notice requirement applicable to Refinancing Term Loans set forth in Section 2.21(j) of the Credit Agreement. 

(c)    With effect from the 2017 Refinancing Effective Date, the Refinancing Term Lender shall be a “Term B
Lender” and the Refinancing Term Loan shall be a “Term B Loan”. 

SECTION 3.    Revolving Facility Refinancing. 

(a)    Subject to the terms and conditions set forth herein, each Replacement Revolving Facility Lender severally agrees
to make Replacement Revolving Facility Commitments available to the Borrower from the 2017 Refinancing Effective Date in an amount equal to the amount set forth opposite its name on Schedule I hereto. On the 2017 Refinancing Effective Date,
the Existing Revolving Facility Commitments will be terminated and replaced with the Replacement Revolving Facility Commitments of the Replacement Revolving Facility Lenders as set forth on Schedule I hereto. 

(b)    All Letters of Credit outstanding under the Credit Agreement on the 2017 Refinancing Effective Date shall remain
outstanding under the Credit Agreement. Each Replacement Revolving Facility Lender’s risk participation in each such Letter of Credit shall be determined in accordance with such Replacement Revolving Facility Lender’s Revolving


  
 2 








 
Facility Percentage, as provided in Section 2.05(d) of the Credit Agreement, as if such Letter of Credit had been issued on the 2017 Refinancing Effective Date immediately after giving
effect to paragraph (a) above. For the avoidance of doubt, each Issuing Lender acting in such capacity immediately prior to the effectiveness of this Agreement shall continue to act in such capacity immediately following the effectiveness
hereof. 
 (c)    The Administrative Agent hereby agrees in its reasonable discretion that the Notice attached hereto
satisfies the notice requirement applicable to Replacement Revolving Commitments set forth in Section 2.21(l) of the Credit Agreement. 

(d)    With effect from the 2017 Refinancing Effective Date, each Replacement Revolving Facility Lender shall be a
“Revolving Facility Lender”, the Replacement Revolving Facility Commitments shall be “Revolving Facility Commitments” and the loans under such Replacement Revolving Facility Commitments shall be “Revolving Facility
Loans” and “Initial Revolving Loans”, in each case for all purposes under the Credit Agreement. 

SECTION 4.    Amendments to Credit Agreement. 

(a)    Section 1.01 of the Credit Agreement is hereby amended by adding the following definition in appropriate
alphabetical order: 
 “2017 Incremental Assumption Agreement” means the Incremental Assumption Agreement dated as of
December 7, 2017 among the Borrowers, the Refinancing Term Lender party thereto, the Replacement Revolving Facility Lenders party thereto and the Administrative Agent. 

“2017 Refinancing Effective Date” means the “2017 Refinancing Effective Date” as defined in 2017 Incremental
Assumption Agreement. 
 “Required Rating” means a corporate rating equal to or higher than Ba3 (with at least a stable
outlook) by Moody’s and BB- (with at least a stable outlook) by S&P. 

“Restructuring Transactions” shall mean the transactions substantially on the terms set forth on Schedule 1.01G (and any
modifications thereto, so long as such modifications are not materially adverse to the Agents or the Lenders). 

(b)    The following definitions are hereby amended and restated in their entirety to read as follows: 

“Adjusted LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per
annum equal to the greater of (x) (a) the LIBO Rate in effect for such Interest Period divided by (b) one minus the Statutory Reserves applicable to such Eurocurrency Borrowing, if any, and (y) in the case of
Eurocurrency Borrowings composed of Eurocurrency Term Loans, 0.00%. 

  
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 “Applicable Margin” shall mean for any day (i) with respect to any Term B
Loan, 2.25% (or 2.00% if the corporate rating of the Borrowers meets the Required Rating on such day) per annum in the case of any Eurocurrency Loan and 1.25% (or 1.00% if the corporate rating of the Borrowers meets the Required Rating on such day)
per annum in the case of any ABR Loan, (ii) with respect to any Initial Revolving Loan, as set forth pursuant to the Pricing Grid, and (iii) with respect to any Other Term Loan or Other Revolving Loan, the “Applicable Margin” set
forth in the Incremental Assumption Agreement relating thereto. 
 “Revolving Facility Maturity Date” shall mean, as the
context may require, (a) with respect to the Revolving Facility in effect on the 2017 Refinancing Effective Date, March 15, 2023 and (b) with respect to any other Classes of Revolving Facility Commitments, the maturity dates specified
therefor in the applicable Incremental Assumption Agreement. 
 “Term B Facility Maturity Date” shall mean August 21,
2024. 
 “Term B Loan Commitment” shall mean, with respect to each Term B Lender, the commitment of such Term B Lender to
make Term B Loans hereunder as of the 2017 Refinancing Effective Date. The aggregate amount of the Term B Loan Commitments as of the 2017 Refinancing Effective Date is $800,000,000. 

“Term B Loans” shall mean (a) the term loans made by the Lenders to the Borrowers pursuant to Section 2.01(a) of the
2017 Incremental Assumption Agreement, and (b) any Incremental Term Loans in the form of Term B Loans made by the Incremental Term Lenders to the Borrowers pursuant to Section 2.01(c). 

(a)    The reference to “2016 Revolver Refinancing Effective Date” shall be replaced with “2017
Refinancing Effective Date” in the definitions of “Availability Period” and “Initial Revolving Loan”. 

(b)    The definition of “Material Real Property” contained in Section 1.01 of the Credit Agreement is
hereby amended by (i) replacing the amount “$12,000,000” therein with the amount “$20,000,000” and (ii) replacing each occurrence of the term “2016 Term B Refinancing Effective Date” therein with the term
“2017 Refinancing Effective Date”. 
 (c)    The definition of “Refinancing Notes” contained in
Section 1.01 of the Credit Agreement is hereby amended by adding the phrase “, provided that solely for purposes of this subsection (g), a Parent Entity that only guarantees such Refinancing Notes shall not be deemed to be an
‘obligor’” at the end of subclause (g) therein. 

  
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 (d)    Section 2.10 of the Credit Agreement is hereby amended by
(i) deleting the phrase “2016 Term B Refinancing Effective Date” in each instance in clause (a)(i) and replacing it with the phrase “2017 Refinancing Effective Date” and (ii) replacing the amount “0.25%” in
clause (a)(i) with the amount “0.00%”. 
 (e)    Section 2.12 of the Credit Agreement is hereby amended by
deleting the phrase “2016 Term B Refinancing Effective Date” in clause (d) and replacing it with the phrase “2017 Refinancing Effective Date”. 

(f)    Section 5.10(g) of the Credit Agreement is hereby amended by replacing the amount “$12,000,000” therein
with the amount $20,000,000”. 
 (g)    Section 6.01(aa) is hereby amended by deleting the phrase
“[Reserved]” and replacing it with the phrase “intercompany Indebtedness in connection with the Restructuring Transactions”. 

(h)    Section 6.04(a) is hereby amended by deleting the phrase “[Reserved]” and replacing it with the phrase
“intercompany Investments in connection with the Restructuring Transactions”. 
 (i)    Section 6.05 is
hereby amended by adding the following new clause after the existing clause (o): 
 “(p) the Restructuring Transactions.” 

(j)    Section 6.07(b)(xvi) is hereby amended by deleting the phrase “[Reserved]” and replacing it with the
phrase “the Restructuring Transactions”. 
 (k)    Schedule 1.01G attached hereto is hereby added to the
Schedules to the Credit Agreement. 
 SECTION 5.    Representations of
the Borrowers. The Borrowers represent and warrant that: 
 (a)    the representations and warranties set
forth in the Loan Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the 2017 Refinancing Effective Date after giving effect hereto
with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material
respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date); provided, that the representations contained in Section 3.19 of the Credit Agreement shall be true and
correct on and as of the 2017 Refinancing Effective Date as if the references therein to the “Third Restatement Effective Date” were references to the “2017 Refinancing Effective Date” and any references therein to
“Transactions” are deemed to include the Refinancings contemplated hereby; and 

  
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 (b)    no Event of Default or Default was continuing on and as of the 2017
Refinancing Effective Date after giving effect hereto and to the extension of credit requested to be made on the 2017 Refinancing Effective Date. 

SECTION 6.    Conditions. This Agreement shall become effective as of the first date (the
“2017 Refinancing Effective Date”) when each of the following conditions shall have been satisfied: 

(a)    the Administrative Agent shall have received from each Loan Party, the Replacement Revolving Facility Lenders, the
Refinancing Term Lender (which, immediately following the effectiveness hereof, constitute the Required Lenders) and the Administrative Agent (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; 

(b)    the representations and warranties set forth in Section 5 above shall be true and correct as of the 2017
Refinancing Effective Date; 
 (c)    the Administrative Agent shall have received a certificate, dated the 2017
Refinancing Effective Date and executed by a Responsible Officer of the Borrowers, confirming the accuracy of the representations and warranties set forth in Section 5 above; 

(d)    a Borrowing Request relating to the Refinancing Term Loans and a prepayment notice relating to the Term B Loan
Repayment Amounts shall have been delivered in accordance with Section 2.10(d) of the Credit Agreement; 

(e)    the Administrative Agent shall have received, on behalf of itself, the Replacement Revolving Facility Lenders, and
the Refinancing Term Lender, a favorable written opinion from each of (i) Quarles & Brady LLP, special counsel for the Loan Parties and (ii) Morgan, Lewis & Bockius, LLP, New York counsel for the Loan Parties, in each
case (A) dated as of the 2017 Refinancing Effective Date, (B) addressed to the Administrative Agent, the Replacement Revolving Facility Lenders and the Refinancing Term Lender and (C) in form and substance reasonably satisfactory to
the Administrative Agent and covering such other matters relating to this Agreement as the Administrative Agent shall reasonably request; 

(f)    the Administrative Agent shall have received board resolutions and other customary closing certificates and
documentation consistent with those delivered on the Third Amendment Effective Date and such additional customary documents and filings as the Administrative Agent may reasonably require to assure that the Replacement Revolving Facility and the
Refinancing Term Loans contemplated hereby are secured by the Collateral ratably with the existing Revolving Facility and Term B Loans; 

(g)    the Administrative Agent shall have received, for the account of the Refinancing Term Lender, an amount equal to
0.10% of the aggregate principal amount of the Refinancing Term Loans held by the Refinancing Term Lender as of the 2017 Refinancing Effective Date, with such payment to be earned by, and payable to the Refinancing Term Lender on the 2017
Refinancing Effective Date (which may be offset against the proceeds of the Term B Loan Refinancing); 

  
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 (e)    all principal, interest and fees outstanding on the 2017 Refinancing
Effective Date shall have been paid in full to the Administrative Agent for the account of the existing Revolving Facility Lenders; 

(h)    the payment of the Term B Loan Repayment Amounts by the Borrowers to the Administrative Agent for the accounts of
the existing Term B Lenders shall occur substantially simultaneously with the Borrowing of such Refinancing Term Loans; and 

(i)    all reasonable and documented
out-of-pocket fees and expenses (including reasonable fees, charges and disbursements of Davis Polk & Wardwell LLP) owing by the Borrowers to the Administrative
Agent and invoiced prior to the date hereof shall have been paid in full. 

SECTION 7.    Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. 
 SECTION 8.    Confirmation
of Guaranties and Security Interests. By signing this Agreement, each Loan Party hereby confirms that (i) the obligations of the Loan Parties under the Credit Agreement as modified hereby (including with
respect to the Refinancing Term Loans and the Replacement Revolving Facility Commitments and loans and participations thereunder) and the other Loan Documents (x) are entitled to the benefits of the guarantees and the security interests set
forth or created in the Collateral Agreement and the other Loan Documents and (y) constitute Obligations and (ii) notwithstanding the effectiveness of the terms hereof, the Collateral Agreement and the other Loan Documents are, and shall
continue to be, in full force and effect and are hereby ratified and confirmed in all respects. Each Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to each Loan Document to which
it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations as increased hereby. 

SECTION 9.    Counterparts. This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 

SECTION 10.    Miscellaneous. This Agreement shall constitute a Loan Document for all
purposes of the Credit Agreement and the other Loan Documents. The parties hereto expressly acknowledge that it is not their intention that this Agreement or any of the other Loan Documents executed or delivered pursuant hereto constitute a novation
of any of the obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, but a modification thereof pursuant to the terms contained herein. The Borrowers shall pay all reasonable fees, costs and expenses of
the Administrative Agent incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the
date first above written. 
  

					
	 CHASE ACQUISITION I, INC.

RBS GLOBAL, INC.
 REXNORD LLC

AMERICAN DRYER, LLC
 CAMBRIDGE INTERNATIONAL, INC.

CLINE ACQUISITION CORP.
 GA INDUSTRIES HOLDINGS, LLC

GREEN TURTLE AMERICAS LTD.
 KRIKLES, INC.

OEI, INC.
 OEP, INC.

PRAGER INCORPORATED
 PRECISION GEAR LLC

MERIT GEAR LLC
 PT COMPONENTS, INC.

RBS ACQUISITION CORPORATION
 RBS CHINA HOLDINGS, L.L.C

REXNORD INDUSTRIES, LLC
 REXNORD INTERNATIONAL INC.

REXNORD-ZURN HOLDINGS, INC.
 THE FALK SERVICE CORPORATION

VAG USA, LLC
 WORLD DRYER CHINA, LLC

WORLD DRYER CORPORATION
 ZURCO, INC.

ZURN INDUSTRIES, LLC
 ZURN INTERNATIONAL, INC.

ZURN PEX, INC.

























		
	By:	 	             /S/ Patricia M.
Whaley

		 	Name:	 	Patricia M. Whaley
		 	Title:	 	Vice President, General Counsel and Secretary



  
 [Signature Page to
Incremental Assumption Agreement] 








 
					
	ADMINISTRATIVE AGENT
	
	   CREDIT SUISSE AG, CAYMAN ISLANDS
    BRANCH, as
Administrative Agent

		
	By:	 	             /S/ Christopher
Day

		 	Name:	 	Christopher Day
		 	Title:	 	Authorized Signatory
		
	By:	 	             /S/ D. Andrew
Maletta

		 	Name:	 	D. Andrew Maletta
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Incremental Assumption Agreement] 








 
					
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Refinancing Term Lender
		
	By:	 	             /S/ Christopher
Day

		 	Name:	 	Christopher Day
		 	Title:	 	Authorized Signatory
		
	By:	 	             /S/ D. Andrew
Maletta

	Name:	 		 	D. Andrew Maletta
	Title:	 		 	Authorized Signatory



  
 [Signature Page to
Incremental Assumption Agreement] 








 
					
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Replacement Revolving Facility Lender
		
	By:	 	             /S/ Christopher
Day

		 	Name:	 	Christopher Day
		 	Title:	 	Authorized Signatory
		
	By:	 	             /S/ D. Andrew
Maletta

		 	Name:	 	D. Andrew Maletta
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Incremental Assumption Agreement] 








 
					
	Deutsche Bank AG New York Branch, as a Replacement Revolving Facility Lender
		
	By:	 	             /S/ Dusan
Lazarov

		 	Name:	 	Dusan Lazarov
		 	Title:	 	Director
		
	By:	 	             /S/ Anca
Trifan

		 	Name:	 	Anca Trifan
		 	Title:	 	Director



  
 [Signature Page to
Incremental Assumption Agreement] 








 
					
	BMO Harris Bank N.A., as a Replacement Revolving Facility Lender
		
	By:	 	             /S/ Ronald J.
Carey

		 	Name:	 	Ronald J. Carey
		 	Title:	 	Senior Vice President



  
 [Signature Page to
Incremental Assumption Agreement] 








 
					
	CITIBANK, N.A., as a Replacement
	Revolving Facility Lender
		
	By:	 	             /S/ Brian
Reed

		 	Name:	 	Brian Reed
		 	Title:	 	Managing Director



  
 [Signature Page to
Incremental Assumption Agreement] 








 
					
	BARCLAYS BANK PLC, as a Replacement Revolving Facility Lender
		
	By:	 	             /S/ Craig
Malloy

		 	Name:	 	Craig Malloy
		 	Title:	 	Director



  
 [Signature Page to
Incremental Assumption Agreement] 








 
					
	 GOLDMAN SACHS LENDING

	 PARTNERS LLC, as a Replacement

	 Revolving Facility Lender

		
	 By:
	 	             /S/ Ryan
Durkin

		 	 Name:
	 	 Ryan Durkin

		 	 Title:
	 	 Authorized Signatory




  
 [Signature Page to
Incremental Assumption Agreement] 








 
					
	Mizuho Bank, Ltd., as a Replacement
	Revolving Facility Lender
		
	By:	 	             /S/ James R.
Fayen

		 	Name:	 	James R. Faven
		 	Title:	 	Managing Director



  
 [Signature Page to
Incremental Assumption Agreement] 








 Schedule I 

REFINANCING TERM LOAN COMMITMENTS 
  

					
	 Refinancing Term Lender
	  	Refinancing Term Loan Commitment	 
	 Credit Suisse AG, Cayman Islands Branch
	  	$	800,000,000	 
		  	  
	  
	 
	 Total
	  	$	800,000,000	 
		  	  
	  
	 
		
	 Replacement Revolving Facility Lender
	  	Replacement Revolving Facility
Commitment	 
	 Credit Suisse AG, Cayman Islands Branch
	  	$	46,500,000	 
	 Deutsche Bank AG New York Branch
	  	$	46,500,000	 
	 BMO Harris Bank N.A.
	  	$	46,500,000	 
	 Citibank N.A.
	  	$	46,500,000	 
	 Barclays Bank PLC
	  	$	26,000,000	 
	 Goldman Sachs Lending Partners LLC
	  	$	26,000,000	 
	 Mizuho Bank, Ltd.
	  	$	26,000,000	 
		  	  
	  
	 
	 Total
	  	$	264,000,000	 
		  	  
	  
	 








 EXHIBIT A 

Notice Requesting Refinancing Term Loans and Replacement Revolving Facility Commitments 

[SEE ATTACHED] 







 NOTICE REQUESTING REFINANCING TERM LOAN AND REPLACEMENT 

REVOLVING FACILITY COMMITMENTS 
 Date:
December 4, 2017 
  

	To:	Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent”) under that certain Third Amended and Restated First Lien Credit Agreement dated as of
August 21, 2013 (as 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 as lenders and agents, the Issuing Lenders party thereto
from time to time and the Administrative Agent. 

 Ladies and Gentlemen: 

Reference is made to the above-described Credit Agreement. Terms defined in the Credit Agreement, wherever used herein, unless otherwise
defined herein, shall have the same meanings herein as are prescribed by the Credit Agreement. The Borrowers hereby request the following: 
  

	 	(a)	a Refinancing Term Loan in an amount set forth below to be made under the Credit Agreement on December 7, 2017 (the “Effective Date”). The Net Proceeds of such Refinancing Term
Loan will be used to repay Term B Loans. 

  

					
	 Amount of Refinancing Term Loan being requested:
	  	$	800,000,000	 
		  	  
	  
	 

  

	 	(b)	Replacement Revolving Facility Commitments in an amount set forth below to be made available under the Credit Agreement and become effective on the Effective Date. 


 

					
	 Amount of Replacement Revolving Facility Commitments being requested:
	  	$	264,000,000	 
		  	  
	  
	 

 The Borrowers hereby further request that, from and after the Effective Date, the Refinancing Term Loan
requested hereby be a Term B Loan for all purposes under the Credit Agreement and the Replacement Revolving Facility Commitments requested hereby be a Revolving Facility Commitment for all purposes under the Credit Agreement. 

This Notice does not create an obligation on the part of the Borrowers to consummate the Refinancing Term Loan or any Replacement Revolving
Loan. 
 [Signature page follows] 







 This Notice is issued pursuant to and is subject to the Credit Agreement and is executed as of
the date set forth above. 
  

					
	RBS GLOBAL, INC.
	REXNORD LLC
		
	By:	 	             /S/ Mark W.
Peterson

		 	Name:	 	Mark W. Peterson
		 	Title:	 	Senior Vice-President and Chief Financial Officer of each above- named entity



  
 [Signature Page to Notice
Requesting Refinancing Term Loan]