exhibit101executionversi






                                                         EXECUTION VERSION                    INCREMENTAL ASSUMPTION AGREEMENT               INCREMENTAL ASSUMPTION AGREEMENT (this “Agreement”) dated as of  November 21, 2019 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 have, by notice to the Administrative Agent dated as of  November 14, 2019, delivered pursuant to Section 2.21(j) of the Credit Agreement (the “Notice”)  (a copy of which notice is attached as Exhibit A hereto), requested a Refinancing Term Loan in an  aggregate principal amount of $725,000,000 (the “Term B Loan Refinancing”);               WHEREAS, the Net Proceeds of the Term B Loan Refinancing will be used to  repay in full the aggregate principal amount of the Term B Loans outstanding on the 2019 Term  B Refinancing Effective Date (as defined below), 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 Repayment Amounts”);                WHEREAS, the institution listed on Schedule I hereto (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”); and               WHEREAS, immediately after giving effect to the Term B Loan Refinancing the  Borrowers, the Lenders party hereto (constituting all Lenders under the Credit Agreement) and the  Administrative Agent agree to make further amendments to the Credit Agreement as set forth herein  pursuant to Section 9.08(b) of the Credit Agreement.               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.    #92609711v8 





 






               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  2019 Term B  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 2019 Term B 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.  Term B Loan Refinancing Amendments to the Credit Agreement.  Subject to the terms and conditions set forth herein, the Borrowers, the Refinancing Term Lender  and the Administrative Agent hereby agree to amend the Credit Agreement pursuant to Sections  2.21 and 9.08(b) thereof as follows:                     (a)   Section 1.01 of the Credit Agreement is hereby amended by adding  the following definitions in appropriate alphabetical order:               “2019  Term  B  Incremental  Assumption  Agreement”  means  the              Incremental Assumption Agreement dated as of November 21, 2019              among  the  Borrowers,  Holdings,  the  other  Loan  Parties  party              thereto,  the  Revolving  Facility  Lenders  party  thereto,  the              Refinancing  Term  Lender  party  thereto  and  the  Administrative              Agent.               “2019 Term B Refinancing Effective Date” means November 21,              2019.                     (b)   The following definitions are hereby amended and restated in their  entirety to read as follows:               “Applicable Margin” shall mean for any day (i) with respect to any              Term B Loan, 1.75% per annum  in the case of any Eurocurrency              Loan and 0.75% 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.               “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 2019 Term B Refinancing Effective Date.                                          2  #92609711v8 





 






               The aggregate amount of the Term B Loan Commitments as of the              2019 Term B Refinancing Effective Date is $725,000,000.               “Term B Loans” shall mean (a) the term loans made by the Lenders              to  the  Borrowers  pursuant  to  Section  2(a)  of  the  2019  Term  B              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).                     (c)   Section 1.01 of the Credit Agreement is hereby amended to delete  the definition of “Required Rating”.                     (d)   Section 2.10(a)(i) of the Credit Agreement is hereby amended and  restated in its entirety to read as follows:               (i)  the Borrowers shall repay Term B Borrowings on the last              day  of  each March, June, September and December of  each  year              (commencing on the last day of the first full fiscal quarter of the              Borrowers after the 2019 Term B Refinancing Effective Date) and              on the applicable Term Facility Maturity Date or, if any such date is              not a Business Day, on the next preceding Business Day (each such              date being referred to as a “Term B Loan Installment Date”), in an              aggregate principal amount of the Term B Loans equal to (A) in the              case of quarterly payments due prior to the applicable Term Facility              Maturity Date, an amount equal to 0.25% of the aggregate principal              amount of Term B Loans outstanding immediately after the 2019              Term  B  Refinancing  Effective  Date,  and  (B) in  the  case  of  such              payment  due  on  the  applicable  Term  Facility  Maturity  Date,  an              amount equal to the then unpaid principal amount of the Term B              Loans outstanding.                     (e)   Section 2.12 of the Credit Agreement is hereby amended by deleting  the phrase “2017 Refinancing Effective Date” in clause (d) and replacing it with the phrase “2019  Term B Refinancing Effective Date”.               SECTION 4.  Other Amendments. Subject to the terms and conditions set forth  herein, the Borrowers, the Refinancing Term Lender, the Revolving Facility Lenders party hereto  (together  with  the  Refinancing  Term  Lender,  such  persons  constituting  all  Lenders  under  the  Credit Agreement) and the Administrative Agent agree to amend the Credit Agreement as follows:                     (a)   Section 1.01 of the Credit Agreement is hereby amended by adding  the following definitions in appropriate alphabetical order:               “Benchmark Replacement Adjustment” shall mean, with respect to              any replacement of the LIBO Rate with a new benchmark rate for              each applicable Interest  Period, the spread adjustment, or method              for calculating or determining such spread adjustment, (which may              be a positive or negative value or zero) that has been selected by the                                         3  #92609711v8 





 






               Administrative Agent and the Borrowers giving due consideration              to (x) any selection or recommendation of a spread adjustment, or              method for calculating or determining such spread adjustment, for              the  replacement  of  the  LIBO  Rate  with  the  applicable  new              benchmark rate by the relevant Governmental Authority or (y) any              evolving  or  then-prevailing  market  convention  for  determining  a              spread adjustment, or method for calculating or determining such              spread adjustment, for the replacement of the LIBO Rate with the              applicable  new  benchmark  rate  for  U.S.  Dollar-denominated              syndicated credit facilities at such time.               “Beneficial  Ownership  Certification”  shall  mean  a  certification              regarding  beneficial  ownership  as  required  by  the  Beneficial              Ownership Regulation.               “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.               “Benefit Plan” shall mean any of (a) an “employee benefit plan” (as              defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”              as defined  in and subject to Section 4975 of the Code or (c) any              Person whose assets include (for purposes of ERISA Section 3(42)              or otherwise for purposes of Title I of ERISA or Section 4975 of the              Code) the assets of any such “employee benefit plan” or “plan”.               “BHC Act Affiliate” of a party means an “affiliate” (as such term is              defined  under,  and  interpreted  in  accordance  with,  12  U.S.C.              1841(k)) of such party.               “Covered Entity” means any of the following: (a) a “covered entity”              as that term is defined in, and interpreted in  accordance  with, 12              C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in,              and  interpreted  in  accordance  with,  12  C.F.R.  §  47.3(b);  or  (c)  a              “covered  FSI”  as  that  term  is  defined  in,  and  interpreted  in              accordance with, 12 C.F.R. § 382.2(b).               “Default Right” has the meaning assigned to that term in, and shall              be  interpreted  in  accordance  with,  12  C.F.R.  §§  252.81,  47.2  or              382.1, as applicable               “ERISA” shall mean the Employee Retirement Income Security Act              of  1974,  as  amended,  and  the  rules  and  regulations  promulgated              thereunder.               “PTE” means a prohibited transaction class exemption issued by the              U.S. Department of Labor, as any such exemption may be amended              from time to time.                                          4  #92609711v8 





 






               “QFC” has  the meaning  assigned to  the  term  “qualified  financial              contract” in, and shall be interpreted in accordance with, 12 U.S.C.              5390(c)(8)(D).                     (b)   The  definition  of  “Permitted  Business  Acquisition”  contained  in  Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as  follows:               “Permitted Business Acquisition” shall mean any acquisition of all              or substantially all the assets of, or all or substantially all the Equity              Interests (other than directors’ qualifying shares) not previously held              by the Borrowers and their Subsidiaries in, or merger, consolidation              or amalgamation with, a person or division or line of business of a              person (or any subsequent investment made in a person, division or              line  of  business  previously  acquired  in  a  Permitted  Business              Acquisition), if immediately after giving effect thereto: (i) no Event              of Default shall have occurred  and be continuing or would result              therefrom; (ii) all transactions related thereto shall be consummated              in accordance with applicable laws; (iii) with respect to any such              acquisition  or  investment  with  cash  consideration  in  excess  of              $50,000,000, the Borrowers shall be in Pro Forma Compliance after              giving  effect  to  such  acquisition  or  investment  and  any  related              transaction; (iv) any acquired or newly formed Subsidiary shall not              be liable for any Indebtedness except for Indebtedness permitted by              Section 6.01; (v) to the extent required by Section 5.10, any person              acquired  in  such  acquisition,  if  acquired  by  the  Borrowers  or  a              Domestic  Subsidiary,  shall  be  merged  into  the  Borrowers  or  a              Subsidiary  Loan  Party  or  become  upon  consummation  of  such              acquisition  a  Subsidiary  Loan  Party;  and  (vi)  the  aggregate  cash              consideration  in  respect  of  such  acquisitions  and  investments  in              assets  that  are  not  owned  by  the  Borrowers  or  Subsidiary  Loan              Parties or in Equity Interests in persons that are not Subsidiary Loan              Parties  or  do  not  become  Subsidiary  Loan  Parties  upon              consummation of such acquisition shall not exceed the greater of (x)              7% of Consolidated Total Assets as of the end of the fiscal quarter              immediately prior to the date of such acquisition for which financial              statements  have  been  delivered  pursuant  to  Section  5.04(a)  or              5.04(b)  and  (y)  $200,000,000,  provided  that  clause  (vi)  shall  not              apply  to  any  acquisition  of  a  Foreign  Subsidiary  so  long  as  the              Borrowers comply with Section 5.10(e); provided, further, that the              satisfaction of conditions set forth in clauses (i) and (iii) above may              be tested, at the Borrowers’ election, upon the Borrowers’ entry into              definitive documentation with respect to such acquisition or on the              date a “Rule 2.7 announcement” of a firm intention to make an offer              in  respect  of  a  target  company  is  made  in  compliance  with  the              United Kingdom City Code on Takeovers and Mergers.                                         5  #92609711v8 





 






                     (c)   Article I of the Credit Agreement is hereby amended to include the  following Section 1.06, to follow immediately after Section 1.05 appearing therein:                 Section 1.06  LLC  Division;  Series  Transactions.  Any  reference              herein  to  a  merger,  transfer,  consolidation,  amalgamation,              assignment,  sale,  disposition  or  transfer,  or  similar term,  shall  be              deemed to apply to a division of or by a limited liability company,              or an allocation of assets to a series of a limited liability company              (or the unwinding of such a division or allocation), as if it were a              merger,  transfer,  consolidation,  amalgamation,  assignment,  sale,              disposition or transfer, or similar term, as applicable, to, of or with              a separate person. Any division of a limited liability company shall              constitute  a  separate  person  hereunder  (and  each  division  of  any              limited liability company that is a subsidiary, joint venture or any              other like term shall also constitute such a person or entity).                     (d)   Section  2.14  of  the  Credit  Agreement  is  hereby  amended  and  restated in its entirety to read as follows:               Section 2.14        Alternate Rate of Interest.           (a)          If prior              to  the  commencement  of  any  Interest  Period  for  a  Eurocurrency              Borrowing:               (i)   the Administrative Agent determines (which determination shall              be conclusive absent manifest error) that adequate and reasonable              means do not exist for ascertaining the Adjusted LIBO Rate for such              Interest  Period  (and  the  circumstances  described  in  Section              2.14(b)(i) do not exist); or               (ii)  the Administrative Agent is advised by the Required Lenders or              the Majority Lenders under the Revolving Facility of any Class that              the Adjusted LIBO Rate for such Interest Period will not adequately              and fairly reflect the cost to such Lenders of making or maintaining              their Loans included in such Borrowing for such Interest Period;               then  the  Administrative  Agent  shall  give  notice  thereof  to  the              Borrowers  and  the  Lenders  by  telephone  or  electronic  means  as              promptly  as  practicable  thereafter  and,  until  the  Administrative              Agent notifies the Borrowers and the Lenders that the circumstances              giving rise to such notice no longer exist, (x) any Interest Election              Request  that  requests  the  conversion  of  any  Borrowing  to,  or              continuation of any Borrowing as, a Eurocurrency Borrowing shall              be  ineffective  and  such  Borrowing  shall  be  converted  to  or              continued as on the last day of the Interest Period applicable thereto              an ABR Borrowing, and (y) if any Borrowing Request requests a              Eurocurrency Borrowing, such Borrowing shall be made as an ABR              Borrowing.                                         6  #92609711v8 





 






               (b)          If at any time the Administrative Agent determines (which              determination shall be conclusive absent manifest error) that (i) the              circumstances  set  forth  in  clause  (a)(i)  of  this  Section  2.14  have              arisen and such circumstances are unlikely to be temporary or (ii)              the circumstances set forth in clause (a) of this Section 2.14 have not              arisen but (w) the supervisor for the administrator of the LIBO Rate              has made a public statement that the administrator of the LIBO Rate              is  insolvent  (and  there  is  no  successor  administrator  that  will              continue publication of the LIBO Rate), (x) the administrator of the              LIBO Rate has made a public statement identifying a specific date              after which the LIBO Rate will permanently or indefinitely cease to              be published by it (and there is no successor administrator that will              continue publication of the LIBO Rate), (y) the supervisor for the              administrator  of  the  LIBO  Rate  has  made  a  public  statement              identifying  a  specific  date  after  which  the  LIBO  Rate  will              permanently  or  indefinitely  cease  to  be  published  or  (z)  the              supervisor for the administrator of the LIBO Rate or a Governmental              Authority  having  jurisdiction  over  the  Administrative  Agent  has              made a public statement identifying a specific date after which the              LIBO Rate may no longer be used for determining interest rates for              loans,  then  the  Administrative  Agent  and  the  Borrowers  shall              endeavor to establish an alternate rate of interest to the LIBO Rate              that  gives  due  consideration  to  the  then-prevailing  market              convention for determining a rate of interest for syndicated loans in              the United States at such time and shall enter into an amendment to              this  Agreement  to  reflect  such  alternate  rate  of  interest  and  such              other  related  changes  to  this  Agreement  as  may  be  applicable,              including,  without  limitation,  implementation  of  a  Benchmark              Replacement  Adjustment  (but  for  the  avoidance  of  doubt,  such              related  changes  shall  not  include  a  reduction  of  the  Applicable              Margin). Notwithstanding anything to the contrary in Section 9.08,              such amendment shall become effective without any further action              or  consent  of  any  other  party  to  this  Agreement  so  long  as  the              Administrative  Agent  shall  not  have  received,  within  five  (5)              Business Days of the date notice of such alternate rate of interest is              provided to the Lenders, a written notice from the Required Lenders              stating  that  such  Lenders  object  to  such  amendment.  Until  an              alternate rate of interest shall be determined in accordance with this              Section 2.14(b) (but, in the case of the circumstances described in              clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of              this Section 2.14(b), only to the extent the LIBO Rate for Dollars for              such Interest Period is not available or published at such time on a              current  basis),  (x)  any  Interest  Election  Request  that  requests  the              conversion of any Borrowing to, or continuation of any Borrowing              as,  a  Eurocurrency  Borrowing  shall  be  ineffective  and  (y)  if  any              Borrowing  Request  requests  a  Eurocurrency  Borrowing,  such                                         7  #92609711v8 





 






               Borrowing shall be made as an ABR Borrowing.   Notwithstanding              anything contained herein to the contrary, if such alternate rate of              interest as determined in this paragraph is determined to be less than              0%  per  annum,  such  rate  shall  be  deemed  to  be  0%  percent  per              annum for the purposes of this Agreement.                     (e)   Article III of the Credit Agreement is hereby amended to include the  following Section 3.27, to follow immediately after Section 3.26 appearing therein:               Section 3.26  Beneficial Ownership Certification. As of the 2019              Term B Refinancing Effective Date, the information included in the              Beneficial Ownership Certification is true and correct in all respects.                     (f)   Section 4.01 of the Credit Agreement is hereby amended by adding  the following paragraph at the end of such Section:               Notwithstanding  anything  herein  to  the  contrary,  consistent  with              Section 2.21(c), the conditions precedent set forth under clauses (b)              and  (c)  of  this  Section  4.01  shall  not  apply  to  the  incurrence  of              Incremental  Term  Loan  Commitments  or  Incremental  Revolving              Facility  Commitments  except  to  the  extent  such  conditions              precedent  are  required  to  be  satisfied  under  the  applicable              Incremental Assumption Agreement.                     (g)   Section 5.04 of the Credit Agreement is hereby amended deleting  the “and” at the end of clause (g) thereof, replacing the “,” at the end of clause (h) thereof with  “and” and by adding the following clause (i) immediately following clause (h) thereof:               (i)  promptly  following  any  request  therefor,  information  and              documentation reasonably requested by the Administrative Agent or              any Lender for purposes of compliance with applicable “know your              customer” requirements under the USA PATRIOT Act, Beneficial              Ownership  Regulation  or  other  applicable  anti-money  laundering              laws.                     (h)   Article VIII of the Credit Agreement is hereby amended to include  the following Sections 8.16, to follow immediately after Section 8.15 appearing therein:               Section 8.16  Certain  ERISA  Matters.  (a)  Each  Lender  (x)              represents and warrants, as of the date such person became a Lender              party  hereto,  to,  and  (y)  covenants,  from  the  date  such  person              became a Lender party hereto to the date such person ceases being              a Lender party hereto, for the benefit of, the Administrative Agent              and  not,  for  the  avoidance  of  doubt,  to  or  for  the  benefit  of  the              Borrowers or any other Loan Party, that at least one of the following              is and will be true:                                           8  #92609711v8 





 






               (i) such  Lender is not using “plan assets” (within the meaning of              Section 3(42) of ERISA or otherwise) of one or more Benefit Plans              with  respect  to  such  Lender’s  entrance  into,  participation  in,              administration  of  and  performance  of  the  Loans,  the  Letters  of              Credit, the Commitments or this Agreement,                (ii) the transaction exemption set forth in one or more PTEs, such as              PTE 84-14 (a class exemption for certain transactions determined              by independent qualified professional asset managers), PTE 95-60              (a  class  exemption  for  certain  transactions  involving  insurance              company general accounts), PTE 90-1 (a class exemption for certain              transactions  involving  insurance  company  pooled  separate              accounts),  PTE  91-38  (a  class  exemption  for  certain  transactions              involving bank collective investment funds) or PTE 96-23 (a class              exemption  for  certain  transactions  determined  by  in-house  asset              managers), is applicable with respect to such Lender’s entrance into,              participation in, administration of and performance of the Loans, the              Letters of Credit, the Commitments and this Agreement,                (iii) (A) such Lender is an investment fund managed by a “Qualified              Professional Asset Manager” (within the meaning of Part VI of PTE              84-14), (B) such Qualified Professional  Asset  Manager  made  the              investment  decision  on  behalf  of  such  Lender  to  enter  into,              participate  in,  administer  and  perform  the  Loans,  the  Letters  of              Credit, the Commitments and this Agreement, (C) the entrance into,              participation in, administration of and performance of the Loans, the              Letters of Credit, the Commitments and this Agreement satisfies the              requirements of sub-sections (b) through (g) of Part I of PTE 84- 14              and (D) to the best knowledge of such Lender, the requirements of              subsection (a) of Part I of PTE 84-14 are satisfied with respect to              such Lender’s entrance into, participation in, administration of and              performance of the Loans, the Letters of Credit, the Commitments              and this Agreement, or               (iv)  such  other  representation,  warranty  and  covenant  as  may  be              agreed  in  writing  between  the  Administrative  Agent,  in  its  sole              discretion, and such Lender.               (b) In addition, unless either (1) sub-clause (i) in the immediately              preceding clause (a) is true with respect to a Lender or (2) a Lender              has  provided  another  representation,  warranty  and  covenant  in              accordance with sub-clause (iv) in the immediately preceding clause              (a), such Lender further (x) represents and warrants, as of the date              such person became a Lender party hereto, to, and (y) covenants,              from the date such person became a Lender party hereto to the date              such person ceases being a Lender party hereto, for the benefit of,              the Administrative Agent and not, for the avoidance of doubt, to or                                         9  #92609711v8 





 






               for the benefit of the Borrowers or any other Loan Party, that the              Administrative Agent is not a fiduciary with respect to the assets of              such Lender involved in such Lender’s entrance into, participation              in, administration of and performance of the Loans, the Letters of              Credit,  the  Commitments  and  this  Agreement  (including  in              connection  with  the  reservation  or  exercise  of  any  rights  by  the              Administrative Agent under this Agreement, any Loan Document or              any documents related hereto or thereto).                     (i)   Article IX of the Credit Agreement is hereby amended to include the  following Sections 9.25, to follow immediately after Section 9.24 appearing therein:               Section 9.25  Acknowledgement Regarding Any Supported QFCs.              To the extent that the Loan Documents provide support, through a              guarantee  or  otherwise,  for  Hedging  Agreements  or  any  other              agreement or instrument that is a QFC (such support, “QFC Credit              Support”  and  each  such  QFC  a  “Supported  QFC”),  the  parties              acknowledge and agree, with respect to the resolution power of the              Federal Deposit  Insurance  Corporation under the Federal  Deposit              Insurance Act and Title II of the Dodd-Frank Wall Street Reform              and  Consumer  Protection  Act  (together  with  the  regulations              promulgated thereunder, the “U.S. Special Resolution Regimes”) in              respect of such Supported QFC and QFC Credit Support (with the              provisions  below  applicable  notwithstanding  that  the  Loan              Documents  and  any  Supported  QFC  may  in  fact  be  stated  to  be              governed by the laws of the State of New York and/or of the United              States or any other state of the United States), that in the event a              Covered Entity that is party to a Supported QFC (each, a “Covered              Party”)  becomes  subject  to  a  proceeding  under  a  U.S.  Special              Resolution  Regime,  the  transfer  of  such  Supported  QFC  and  the              benefit of such QFC Credit Support (and any interest and obligation              in or under such Supported QFC and such QFC Credit Support, and              any  rights  in  property  securing  such  Supported  QFC)  from  such              Covered Party will be effective to the same extent as the transfer              would be effective under the U.S. Special Resolution Regime if the              Supported  QFC  and  such  QFC  Credit  Support  (and  any  such              interest,  obligation  and  rights  in  property)  were  governed  by  the              laws of the United States or a state of the United States. In the event              a Covered Party or a BHC Act Affiliate of a Covered Party becomes              subject to a proceeding  under a U.S. Special Resolution Regime,              Default  Rights  under  the  Loan  Documents  that  might  otherwise              apply to such Supported QFC or any QFC Credit Support that may              be  exercised  against  such  Covered  Party  are  permitted  to  be              exercised  to  no  greater  extent  than  such  Default  Rights  could  be              exercised  under  the  U.S.  Special  Resolution  Regime  if  the              Supported QFC and the Loan Documents were governed by the laws              of  the  United  States  or  a  state  of  the  United  States.  Without                                         10  #92609711v8 





 






               limitation of the foregoing, it is understood and agreed that rights              and remedies of the parties with respect to a Defaulting Lender shall              in no event affect the rights of any Covered Party with respect to a              Supported QFC or any QFC Credit Support.                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 2019 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 2019 Refinancing Effective Date as if the references therein to the  “Third Restatement Effective Date” were references to the “2019 Refinancing Effective Date” and  any references therein to “Transactions” are deemed to include the Refinancings contemplated  hereby; and                     (b)   no Event of Default or Default was continuing on and as of the 2019  Refinancing Effective Date after giving effect hereto and to the extension of credit requested to be  made on the 2019 Refinancing Effective Date.               SECTION 6.  Conditions.  This Agreement shall become effective as of the first  date (the “2019 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 Refinancing Term Lender, the Revolving Facility Lenders (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 2019 Refinancing Effective Date;                     (c)   the Administrative Agent shall have received a certificate, dated the  2019  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;                                          11  #92609711v8 





 






                     (e)   the Administrative Agent shall have received, on behalf of itself, the  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 2019  Refinancing Effective Date,  (B) addressed to the Administrative Agent, the Refinancing  Term  Lender and the Revolving Facility Lenders 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  Refinancing  Term  Loans  contemplated hereby are secured by the Collateral ratably with the existing Revolving Facility and  Term B Loans;                     (g)   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;                      (h)   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; and                     (i)   to the extent a Borrower qualifies as a “legal entity customer” under  31  C.F.R.  §  1010.230  (the  “Beneficial  Ownership  Regulation”),  the  Borrower  shall  have  delivered, at least three (3) Business Days prior to the 2019 Refinancing Effective Date, to each  Lender that so requests at least five (5) Business Days prior to the 2019 Refinancing Effective  Date,  a  certification  regarding  beneficial  ownership  required  by  the  Beneficial  Ownership  Regulation in relation to such Borrower.               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 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.                                         12  #92609711v8 





 






               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. Delivery of an executed counterpart of a signature  page of this Agreement by facsimile or other electronic means shall be effective as delivery of a  manually executed counterpart of this Amendment.               SECTION 10.  Titles and Roles.  With respect to this Agreement, each of the  institutions listed below shall have the titles and roles set forth opposite its name.   Institution                             Title(s) and Role(s)   Credit Suisse Loan Funding LLC          Lead-Left Arranger and Lead-Left Bookrunner   BMO Capital Markets Corp.               Joint Lead Arranger   Citigroup Global Markets Inc.           Joint Lead Arranger   Deutsche Bank Securities Inc.           Joint Lead Arranger   Barclays Bank PLC                       Joint Bookrunner   Mizuho Bank, Ltd.                       Joint Bookrunner   UBS Securities LLC                      Joint Bookrunner                  SECTION 11.  Miscellaneous.  The provisions of Sections 9.02 (Survival of  Agreement); 9.05 (Expenses; Indemnity); 9.11 (Waiver of Jury Trial); 9.15 (Jurisdiction;  Consent to Service of Process) and 9.16 (Confidentiality) of the Credit Agreement as amended  by this Agreement shall apply with like effect to this Agreement. 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.                                   [Signature Pages Follow]                                         13  #92609711v8 





 






               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.                                CENTA CORPORATION                                CLINE ACQUISITION CORP.                                GREEN TURTLE AMERICAS LTD.                                KRIKLES, INC.                                OEI, INC.                                OEP, INC.                                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                                WORLD DRYER CHINA, LLC                                WORLD DRYER CORPORATION                                ZURCO, INC.                                ZURN INDUSTRIES, LLC                                ZURN INTERNATIONAL, INC.                                ZURN PEX, INC.                                                                                                 By: /s/ Patricia Whaley                                   Name:  Patricia Whaley                                   Title:    Vice President, General Counsel and Secretary                                                  [Signature Page to Incremental Assumption Agreement (2019)]  #92609711v8 





 






                                       ADMINISTRATIVE AGENT                                        CREDIT SUISSE AG, CAYMAN ISLANDS                                           BRANCH, as Administrative Agent                                       By: /s/ Judith E. Smith                                      Name:  Judith E. Smith                                       Title:    Authorized Signatory                                        By: /s/ Lingzi Huang                                      Name:  Lingzi Huang                                       Title:    Authorized Signatory                 [Signature Page to Incremental Assumption Agreement (2019)]                                           #92609711v8 





 






                                       CREDIT SUISSE AG, CAYMAN ISLANDS                                      BRANCH, as Refinancing Term Lender                                       By: /s/ Judith E. Smith                                      Name:  Judith E. Smith                                       Title:    Authorized Signatory                                        By: /s/ Lingzi Huang                                      Name:  Lingzi Huang                                       Title:    Authorized Signatory                                                        [Signature Page to Incremental Assumption Agreement (2019)]                                           #92609711v8 





 






                                       CREDIT SUISSE AG, CAYMAN ISLANDS                                      BRANCH, as Revolving Facility Lender                                       By: /s/ Judith E. Smith                                      Name:  Judith E. Smith                                       Title:    Authorized Signatory                                        By: /s/ Lingzi Huang                                      Name:  Lingzi Huang                                       Title:    Authorized Signatory                                                        [Signature Page to Incremental Assumption Agreement (2019)]                                           #92609711v8 





 






                                       DEUTSCHE BANK AG NEW YORK BRANCH,                                      as Revolving Facility Lender                                       By: /s/ Michael Strobel                                      Name:  Michael Strobel                                       Title:    Vice President                                       By: /s/ Yumi Okabe                                      Name: Yumi Okabe                                       Title:   Vice President                                                        [Signature Page to Incremental Assumption Agreement (2019)]                                           #92609711v8 





 






                                       BMO HARRIS BANK N.A., as Revolving Facility                                      Lender                                       By: /s/ Anthony W. Bartell                                      Name:  Anthony W. Bartell                                       Title:    Senior Vice President and Director                                                         [Signature Page to Incremental Assumption Agreement (2019)]                                           #92609711v8 





 






                                       CITIBANK, N.A., as Revolving Facility Lender                                       By: /s/ Matthew S. Burke                                      Name:  Matthew S. Burke                                       Title:   Vice President                  [Signature Page to Incremental Assumption Agreement (2019)]                                           #92609711v8 





 






                                       BARCLAYS BANK PLC, as Revolving Facility                                      Lender                                       By: /s/ Sean Duggan                                      Name:  Sean Duggan                                       Title:    Vice President                                                        [Signature Page to Incremental Assumption Agreement (2019)]                                           #92609711v8 





 






                                       UBS AG, STAMFORD BRANCH, as Revolving                                      Facility Lender                                       By: /s/ Darlene Arias                                      Name:  Darlene Arias                                       Title:    Director                                       By: /s/ Houssem Daly                                      Name:  Houssem Daly                                       Title:    Associate Director                                                        [Signature Page to Incremental Assumption Agreement (2019)]                                           #92609711v8 





 






                                       MIZUHO BANK, LTD., as Revolving Facility                                      Lender                                       By: /s/ Donna DeMagistris                                      Name:  Donna DeMagistris                                       Title:    Authorized Signatory                       [Signature Page to Incremental Assumption Agreement (2019)]                                           #92609711v8 





 






                                       Schedule I                     REFINANCING TERM LOAN COMMITMENTS            Refinancing Term Lender           Refinancing Term Loan Commitment  Credit Suisse AG, Cayman Islands Branch                       $725,000,000   Total                                                         $725,000,000        #92609711v8 





 






                                    EXHIBIT A                 NOTICE REQUESTING REFINANCING TERM LOAN   Date:  November 14, 2019   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 November 21, 2019 (the “Effective Date”).  The Net              Proceeds of such Refinancing Term Loan will be used to repay the entire              outstanding amount of Term B Loans.                Amount of Refinancing Term               Loan being requested:                        $725,000,000                             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.               This Notice does not create an obligation on the part of the Borrowers to  consummate the Refinancing Term Loan.                                [Signature page follows]      #92609711v8 





 






               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]