Exhibit 10.1


 


INCREMENTAL ASSUMPTION AGREEMENT


 


INCREMENTAL
ASSUMPTION AGREEMENT, dated as of November 30, 2022 (this “Agreement”), to the Second Amended and Restated
Credit Agreement, dated as of March 28, 2022 (as amended by the First Amendment, dated as of November 17, 2022 the “Existing
Credit Agreement” and as amended by this Agreement, the “Amended Credit Agreement”), among Regal Rexnord
Corporation, a Wisconsin corporation (the “Parent”), Land Newco, Inc., a Delaware corporation (the “Company”),
the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A.,
as administrative agent (in such capacity, the “Administrative Agent”).


 


W
I T N E S S E T H:


 


WHEREAS, pursuant to the Existing
Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrowers;


 


WHEREAS, pursuant to Section 6.1.3
of the Existing Credit Agreement, Parent desires to establish Incremental Term Loan Commitments and incur Incremental Term Loans thereunder
(such term loans, the “2022-2 Incremental Term Loans” and the commitments in respect of such term loans, the “2022-2
Incremental Term Loan Commitments”), which will be the same Class as the Term A-1 Loans made prior to the date hereof (the
 “Existing Term A-1 Loans”), and the Persons set forth on Schedule I hereto (each an “Additional Term
Lender”) have agreed to provide such 2022-2 Incremental Term Loan Commitments and 2022-2 Incremental Term Loans;


 


WHEREAS, pursuant to Section 6.1.4
of the Existing Credit Agreement, Parent desires to increase the Revolving Commitments and the Persons set forth on Schedule II
hereto (each an “Additional Revolving Commitment Lender”) have agreed to provide such additional Revolving Commitments;


 


WHEREAS, in connection with
the Acquisition (as defined below), Parent has made an LCA Election and the Signing Date (as defined below) constitutes the LCA Test Date
for the purpose of testing the requirement under Section 6.1.4 of the Existing Credit Agreement that there be no Event of Default
or Unmatured Event of Default existing or resulting therefrom;


 


WHEREAS, (i) the 2022-2
Incremental Term Loans will be used (x) to finance, in part, the transactions contemplated by the Agreement and Plan of Merger, dated
as of October 26, 2022 (the “Signing Date”), by and among Parent, Aspen Sub, Inc. and Altra Industrial Motion
Corp. (the “Target”) (the “Acquisition Agreement” and the acquisition of the Target in accordance
with the Acquisition Agreement, the “Acquisition”), (y) to pay all fees, costs and expenses related to the foregoing
and/or (z) for other general corporate purposes of Parent and its subsidiaries and (ii) the Additional Revolving Commitments
will be used for capital expenditures, working capital and other general corporate purposes.


 


WHEREAS, JPMorgan Chase Bank,
N.A. is acting as the sole lead arranger (in such capacity, the “Lead Arranger”); and


 


WHEREAS, (i) after giving
effect to the Incremental Effective Date (as defined below), the Term A-1 Loan Commitments will be increased by $240,000,000, such that
in aggregate with 2022 Incremental Term Loan Commitments (as defined in the First Amendment), the unfunded Term A-1 Loan Commitments are
$840,000,000 and (ii) after giving effect to the Incremental Closing Date (as defined below), the Revolving Commitments will be $1,570,000,000.


 






     


     


    

 


NOW
THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows:


 


SECTION 1.         Definitions.
Unless otherwise defined herein, terms defined in the Amended Credit Agreement and used herein shall have the meanings given to them in
the Amended Credit Agreement.


 


SECTION 2.         Incremental
Term Loan Commitments.


 


2.1.           Each
Additional Term Lender hereto agrees to provide the 2022-2 Incremental Term Loan Commitments on the Incremental Effective Date and to
fund the 2022-2 Incremental Term Loans thereunder on the Incremental Closing Date, in an amount equal to such 2022-2 Incremental Term
Loan Commitment amount set forth next to such Additional Term Lender’s name on Schedule I hereto under the caption “2022-2
Incremental Term Loan Commitment”.


 


2.2.           Except
as otherwise expressly set forth herein and in the Amended Credit Agreement, the 2022-2 Incremental Term Loans shall have terms that are
identical to those of the Existing Term A-1 Loans. Effective as of the Incremental Closing Date, the 2022-2 Incremental Term Loans shall
constitute the same Class of Term Loans as the Existing Term A-1 Loans and shall be fungible with the Existing Term A-1 Loans. Except
as necessary to give effect to the provisions of Section 2.3 through 2.6 below, (a) the 2022-2 Incremental Term Loans shall
be “Loans”, “Term Loans”, “Term A-1 Loans” and “Incremental Term Loans” and (b) the
2022-2 Incremental Term Loan Commitments shall be “Commitments”, “Term Loan Commitments”, “Term A-1 Loan
Commitments” and “Incremental Term Loan Commitments”, in each case, for all purposes of the Credit Agreement and the
other Loan Documents. The 2022-2 Incremental Term Loans may be repaid or prepaid in the same manner as the Existing Term A-1 Loans in
accordance with the provisions of the Credit Agreement and this Agreement, but once repaid or prepaid may not be reborrowed.


 


2.3.           The
aggregate principal amount of the 2022-2 Incremental Term Loans made on the Incremental Closing Date shall be $240,000,000.


 


2.4.           The
Maturity Date in respect of the 2022-2 Incremental Term Loans (the “2022-2 Incremental Term Loan Maturity Date”) shall
be the Maturity Date in respect of the Existing Term A-1 Loans as set forth in the definition “Term Loan Maturity Date” in
the Credit Agreement.


 


2.5.           The
2022-2 Incremental Term Loans shall accrue interest on the same basis, and with the same Base Rate Margin, RFR Margin or Term Benchmark
Margin, as applicable, as the Existing Term A-1 Loans (it being understood that, as of the Incremental Closing Date, the 2022-2 Incremental
Term Loans shall constitute the same Type of Loans as the Existing Term A-1 Loans and, to the extent the Existing Term A-1 Loans are Term
Benchmark Loans, have an initial Interest Period ending on the last day of the Interest Period applicable to the Existing Term A-1 Loans).


 


2.6.           Commencing
with the first fiscal quarter ending after the Incremental Closing Date, the 2022-2 Incremental Term Loans shall be repayable in equal
quarterly installments such that the amount repaid in each such quarterly installment is equal to 1.25% (or such higher percentage as
may be necessary to make the 2022-2 Incremental Term Loans fungible with the Term A-1 Loans outstanding immediately prior to the Incremental
Closing Date) of the original aggregate principal amount of the 2022-2 Incremental Term Loans (as such amounts may be reduced pursuant
to Section 6.2 of the Credit Agreement) on the same dates as for the Existing Term A-1 Loans as set forth in Section 6.3 of
the Credit Agreement. The balance of the 2022-2 Incremental Term Loans will be repayable on the 2022-2 Incremental Term Loan Maturity
Date.


 






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2.7.           Except
as expressly set forth herein, the 2022-2 Incremental Term Loans shall have the same terms and conditions as the Existing Term A-1 Loans
and shall be “Term A-1 Loans” for all purposes under the Credit Agreement and the other Loan Documents.


 


2.8.           With
respect to the 2022-2 Incremental Term Loans, this Agreement is an Incremental Assumption Agreement referred to in Section 6.1.3(b) of
the Existing Credit Agreement. The parties hereto agree that this Agreement constitutes the notice required pursuant to Section 6.1.3(a) of
the Existing Credit Agreement.


 


2.9.           To
the extent the Incremental Closing Date has not occurred prior to February 15, 2023 (such later date, the “Term Loan A Ticking
Fee Commencement Date”), Parent agrees to pay to the Administrative Agent, for the ratable benefit of the Additional Term Lenders,
a ticking fee (the “Term Loan A Ticking Fee”) commencing on the Term Loan A Ticking Fee Commencement Date and ending
on the earlier to occur of (x) the date of termination or expiration in full of the 2022-2 Incremental Term Loan Commitments (the
 “Term Loan A Termination Date”) and (y) the Incremental Closing Date, in an amount equal to 0.25% per annum on
the 2022-2 Incremental Term Loan Commitments, the full amount of which fee shall be payable on the earlier of the Term Loan A Termination
Date and the Incremental Closing Date (such date, the “Term Loan A Ticking Fee Payment Date”). For the avoidance of
doubt, the Term Loan A Ticking Fee is the “Term Loan A Ticking Fee” referred to in that certain fee letter, dated October 26,
2022, between Parent and JPMorgan Chase Bank, N.A. and shall not be paid in duplication of such fee.


 


2.10.         To
the extent the Incremental Closing Date has not occurred prior to the Termination Date (as defined below), the 2022-2 Incremental Term
Loan Commitments of the Additional Term Lenders and the commitment to fund the 2022-2 Incremental Term Loans shall terminate on the earliest
of (i) the Outside Date (as defined in the Acquisition Agreement as in effect on October 26, 2022 (including as may be extended
pursuant to Section 7.01(b)(i) of the Acquisition Agreement as in effect on October 26, 2022)), (ii) the valid termination
of the Acquisition Agreement in accordance with its terms, and (iii) as to this Agreement, the consummation of the Acquisition without
the use this Agreement (including the 2022-2 Incremental Term Loans and the Additional Revolving Commitments contemplated hereby) (such
earliest date, the “Termination Date”).


 


SECTION 3.         Increase
in Revolving Commitments.


 


3.1.           Each
Additional Revolving Commitment Lender hereto agrees to provide an increased Revolving Commitment or new Revolving Commitment (the “Additional
Revolving Commitments”), to the extent applicable, in an amount equal to such Revolving Commitment amount set forth next to
such Additional Revolving Commitment Lender’s name on Schedule II hereto under the caption “Additional Revolving Commitments”.


 


3.2.           The
parties hereto agree that the increase to the Revolving Commitments contemplated by Section 3.1 shall be effective as of the Incremental
Closing Date.


 


3.3.           To
the extent the Incremental Closing Date has not occurred prior to February 15, 2023 (such date, the “Ticking Fee Commencement
Date”), Parent agrees to pay to the Administrative Agent, for the ratable benefit of the Additional Revolving Commitment Lenders,
a ticking fee (the “Ticking Fee”) commencing on the Ticking Fee Commencement Date, equal to 0.15% per annum on the
Additional Revolving Commitments, which Ticking Fee shall accrue daily commencing on the Ticking Fee Commencement Date until the Ticking
Fee Termination Date (as defined below) and shall be payable on the earlier of (i) the Termination Date and (ii) the Incremental
Closing Date (such earlier date, the “Ticking Fee Termination Date”).


 






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3.4.           To
the extent the Incremental Closing Date has not occurred prior to the Termination Date, the commitments of the Additional Revolving Commitment
Lenders to provide Additional Revolving Commitments shall terminate on the Termination Date.


 


SECTION 4.         New
Lenders. Each Additional Revolving Commitment Lender that is not a Revolving Lender and each Additional Term Lender that is not a
Term Lender (each, a “New Lender”) immediately prior to giving effect to the Incremental Effective Date (a) acknowledges
that it has received a copy of the Amended Credit Agreement and the Schedules and Exhibits thereto, together with copies of the most recent
financial statements delivered by the Company pursuant to the Amended Credit Agreement, and such other documents and information as it
has deemed appropriate to make its own credit and legal analysis and decision to become a Lender under the Amended Credit Agreement; and
(b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking
action under the Amended Credit Agreement. Each New Lender represents and warrants that (a) it is duly organized and existing and
it has full power and authority to take, and has taken, all action necessary to execute and deliver this Agreement and to become a Lender
under the Amended Credit Agreement; and (b) no notices to, or consents, authorizations or approvals of, any Person are required (other
than any already given or obtained) for its due execution and delivery of this Agreement and the performance of its obligations as a Lender
under the Amended Credit Agreement. Furthermore, each New Lender agrees to execute and deliver such other instruments, and take such other
actions, as the Administrative Agent may reasonably request in connection with the transactions contemplated by this Agreement, including
that each New Lender shall promptly execute and deliver Annex I to the Administrative Agent. Each New Lender by its signature to this
Agreement acknowledges and agrees that, on the date hereof, each such New Lender shall be bound by the terms of the Amended Credit Agreement
as fully and to the same extent as if such New Lender were an original Lender under the Amended Credit Agreement.


 


SECTION 5.         Conditions
to Effectiveness.


 


5.1.           Effectiveness.
This Agreement shall become effective as of the first date (the “Incremental Effective Date”) on which the following
conditions have been satisfied (or waived in compliance with Section 14.1 of the Existing Credit Agreement):


 


(a)           The
Administrative Agent (or its counsel) shall have received counterparts of this Agreement duly executed by each of Parent, the Company,
the Borrower Agent, each Existing Subsidiary Guarantor (as defined below), the Administrative Agent, each Issuing Bank, each Swing Line
Lender, the Additional Term Lenders, and the Additional Revolving Commitment Lenders.


 


(b)           Prior
to or concurrently with the Incremental Effective Date, Parent shall have paid all fees, expenses and other amounts payable by it under
any separate letter agreements among Parent and the Lead Arranger on or prior to the Incremental Effective Date to the extent such amounts
are invoiced at least three Business Days prior to the Incremental Effective Date.


 


(c)           The
Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent and the Lenders and dated
the Incremental Effective Date) of Sidley Austin LLP, counsel to the Loan Parties and Thomas E. Valentyn, inside counsel to the Loan Parties,
in substance reasonably satisfactory to the Administrative Agent.


 






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(d)           The
Administrative Agent shall have received with respect to Parent and each entity that is a Subsidiary Guarantor as of the Incremental Effective
Date (each, an “Existing Subsidiary Guarantor”) (i) copies of the resolutions of the board of directors (or similar
governing body) of such entity authorizing the transactions contemplated hereby; (ii) a certificate of the Secretary or Assistant
Secretary or similar officer of such entity certifying the names and true signatures of the officers of such entity authorized to execute,
deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder; (iii) the articles
or certificate of incorporation (or similar charter document) and the bylaws (or similar governing documents) of such entity as in effect
on the Incremental Effective Date, certified by the Secretary or Assistant Secretary (or the general partner, member or manager, if applicable)
of such Subsidiary Borrower as of the Incremental Effective Date; (iv) a good standing certificate or certificate of status for such
entity from the Secretary of State (or similar, applicable Governmental Authority) of its jurisdiction of formation, to the extent such
concept exists in such jurisdiction.


 


(e)           The
Administrative Agent shall have received (i) at least three business days prior to the Incremental Effective Date, satisfactory documentation
and other information about the Loan Parties requested by the Administrative Agent (on behalf of itself or the Lenders) at least ten business
days prior to the Incremental Effective Date that is required (as reasonably determined by the Administrative Agent) by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the
USA PATRIOT Act and (ii) to the extent Parent or Company qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation, at least three business days prior to the Incremental Effective Date, any Lender that has requested, in a written
notice to Parent or Company, as applicable, at least 10 days prior to the Incremental Effective Date, a Beneficial Ownership Certification
in relation to Parent or Company, as applicable, shall have received such Beneficial Ownership Certification (provided that, upon the
execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (e) shall
be deemed to be satisfied).


 


5.2.           Conditions
to Extension of 2022-2 Incremental Term Loans and Additional Revolving Commitments. The obligation of each Additional Term Lender
to make the 2022-2 Incremental Term Loans shall become effective as of the first date on which the following conditions (other than clause
(m) below) have been satisfied (or waived by the Additional Term Lenders) and the obligation of each Additional Revolving Commitment
Lender to make the Additional Revolving Commitments shall become effective as of the first date on which the following conditions have
been satisfied (or waived by the Additional Revolving Commitment Lenders) (the first of such dates to occur, the “Incremental
Closing Date”):


 


(a)           The
Incremental Effective Date shall have occurred.


 


(b)           The
Incremental Closing Date shall be no later than the Termination Date.


 


(c)           The
Administrative Agent (or its counsel) shall have received from each New Subsidiary Guarantor (as defined below) counterparts of the Subsidiary
Guaranty.


 


(d)           The
Acquisition shall have been consummated or will be consummated substantially concurrently with the funding of the 2022-2 Incremental Term
Loans in all material respects in accordance with the terms and conditions of the Acquisition Agreement, and the Acquisition Agreement
shall not have been amended or otherwise changed or supplemented or any provision or condition therein waived, nor any consent granted
(including, for the avoidance of doubt, with respect to the Marketing Period (as defined in the Acquisition Agreement) or related definitions),
by Parent, if such amendment, change, supplement, waiver or consent would be adverse to the interests of the Lenders (in their capacities
as such) in any material respect, without the prior written consent of the Lead Arranger (such consent not to be unreasonably withheld,
delayed or conditioned) (it being understood and agreed that (a) any amendment, waiver, consent or other modification that decreases
the purchase price in respect of the Acquisition shall be deemed not to be adverse to the interests of the Lenders in any material respect
so long as any such decrease in purchase price (together with any other decrease in purchase price pursuant to any other amendment, waiver,
consent or other modification) is less than 15% and 100% of such decrease is allocated to reduce the commitments in respect of the Bridge
Facility (as defined in the Commitment Letter, dated October 26, 2022 (the “Commitment Letter”) between the Lead
Arranger, Parent and the Company), (b) any amendment, waiver, consent or other modification that increases the purchase price in
respect of the Acquisition shall be deemed not to be adverse to the interests of the Lenders in any material respect, so long as such
increase is funded solely by the issuance by Parent of common equity or preferred equity (so long as any preferred equity shall be on
terms reasonably acceptable to the Lead Arranger), (c) any purchase price adjustment expressly contemplated by the Acquisition Agreement
(including any working capital adjustment) shall not be considered an amendment or waiver, (d) any extension of the “termination”
(or equivalent) date under the Acquisition Agreement to a date that is not later than the date set forth in clause (i) of the definition
of Termination Date (as defined in the Commitment Letter) (by way of amendment, waiver or otherwise) shall not be materially adverse to
the Lenders and (e) any amendment to the definition of “Material Adverse Effect” as it relates to the Target is materially
adverse to the interests of the Lenders).


 






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(e)           The
Administrative Agent shall have received a certificate substantially in the form set forth in Annex II from Parent executed by its chief
financial officer, chief accounting officer or other officer with equivalent duties certifying that Parent and its Subsidiaries, on a
consolidated basis after giving effect to this Agreement and the transactions contemplated hereby (including the Acquisition), are solvent.


 


(f)           The
Administrative Agent shall have received UCC lien searches conducted in the jurisdictions or organization or formation, as applicable,
and chief executive office of each Loan Party (including each New Subsidiary Guarantor).


 


(g)           The
Administrative Agent shall have received:


 


(i)           (a) audited
consolidated balance sheets and related statements of income and cash flows of Parent and its consolidated subsidiaries for the most recent
three Fiscal Years of Parent ended at least 75 days prior to the Incremental Closing Date, (b) unaudited consolidated balance sheets
and related statements of income and cash flows of Parent and its consolidated subsidiaries for each Fiscal Quarter of Parent ended after
the close of its most recently completed Fiscal Year and at least 45 days prior to the Incremental Closing Date (but excluding the fourth
quarter of any fiscal year), (c) audited consolidated balance sheet and related statement of operations and cash flows of the Target
and its consolidated subsidiaries for the most recent three fiscal years of the Target ended at least 75 days prior to the Incremental
Closing Date, and (d) unaudited consolidated balance sheets and related statements of operations and cash flows of the Target and
its consolidated subsidiaries for each fiscal quarter of the Target ended after the close of its most recently completed fiscal year and
at least 45 days prior to the Incremental Closing Date (but excluding the fourth quarter of any fiscal year); and


 


(ii)           a
pro forma consolidated balance sheet and related pro forma consolidated statements of income of Parent and its consolidated subsidiaries
as of and for the income statements periods necessary to create a pro forma statement of income for the 12-month period ending September 30,
2022 (or, to the extent a pro forma statement of income has been delivered in connection with a notes offering for a subsequent 12-month
period, such subsequent 12-month period), prepared after giving effect to this Agreement, the Acquisition and the related transactions
as if the Acquisition had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case
of such statement of income); provided that such pro forma consolidated balance sheet shall not be required to include adjustments for
purchase accounting (including adjustments of the type contemplated by the Financial Accounting Standards Board Accounting Standards Codification
805, Business Combinations (formerly SFAS 141R)) or otherwise meet the requirements for pro forma financial statements for a public company.


 






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(h)          The
(i) Acquisition Agreement Target Representations (as defined below) shall be true and correct and (ii) Specified Representations
(as defined below) shall be true and correct in all material respects.


 


(i)            Prior
to or concurrently with the Incremental Closing Date, Parent shall have paid (i) to the Administrative Agent, for the ratable benefit
of the Additional Term Lenders, the Term Loan A Ticking Fee, (ii) to the Administrative Agent, for the ratable benefit of the Additional
Revolving Commitment Lenders, the Ticking Fee and (iii) all other fees, expenses and other amounts payable by it under any separate
letter agreements among Parent and the Lead Arranger on or prior to the Incremental Closing Date to the extent such amounts are invoiced
at least three Business Days prior to the Incremental Closing Date (which amounts may be offset against the proceeds of the 2022-2 Incremental
Term Loans), including (and without duplication) an upfront fee equal to 0.20% of each Additional Term Lender’s 2022-2 Incremental
Term Loan Commitments and each Additional Revolving Lender’s Additional Revolving Commitment.


 


(j)            The
Administrative Agent shall have received a Loan Notice in respect of the 2022-2 Incremental Term Loans in accordance with Section 2.2.2
of the Existing Credit Agreement, which shall not require a certification as to the absence of any Default or Event of Default or the
making of any representations or warranties.


 


(k)           The
Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent and the Lenders and dated
the Incremental Closing Date) of (x) Sidley Austin LLP, counsel to the Loan Parties and (y) Thomas E. Valentyn, inside counsel
to the Loan Parties (or other in-house counsel of Parent or local Wisconsin counsel).


 


(l)            The
Administrative Agent shall have received with respect to the Target and each of its subsidiaries that is required to become a Loan Party
under the Amended Credit Agreement (each, a “New Subsidiary Guarantor”) (i) copies of the resolutions of the board
of directors (or similar governing body) of such entity authorizing the transactions contemplated hereby; (ii) a certificate of the
Secretary or Assistant Secretary or similar officer of such entity certifying the names and true signatures of the officers of such entity
authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;
(iii) the articles or certificate of incorporation (or similar charter document) and the bylaws (or similar governing documents)
of such entity as in effect on the Incremental Closing Date, certified by the Secretary or Assistant Secretary (or the general partner,
member or manager, if applicable) of such Subsidiary Borrower as of the Incremental Closing Date; and (iv) a good standing certificate
or certificate of status for such entity from the Secretary of State (or similar, applicable Governmental Authority) of its jurisdiction
of formation, to the extent such concept exists in such jurisdiction.


 


(m)           With
respect to the Additional Revolving Commitments only, there shall have been no Event of Default or Unmatured Event of Default as of the
Signing Date.


 


For the purposes of this Agreement,
 “Specified Representations” means each of the representations made by the Company or its Subsidiaries set out in Sections
9.1(a), 9.1(b), 9.2(a), 9.3, 9.10, 9.11, 9.17(a) (with respect to use of proceeds not
violating such Section), 9.18(a) (with respect to use of proceeds not violating such Section), and Section 9.19.


 






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For purposes of this Agreement,
 “Acquisition Agreement Target Representations” means the representations and warranties made by the Target in the Acquisition
Agreement as are material to the interests of the Lenders, but only to the extent that (after giving effect to any applicable cure provisions)
Parent or its affiliates has the right to terminate the obligations of Parent or its affiliates (or to refuse to consummate the Acquisition)
under the Acquisition Agreement as a result of the failure of such representations to be accurate.


 


SECTION 6.         Representations
and Warranties.


 


6.1.           Each
of Parent and the Company represents and warrants to each of the Lenders and the Administrative Agent that as of the Incremental Effective
Date:


 


(a)           The
execution and delivery by each of Parent and the Company of this Agreement and the performance by each of Parent and the Company of the
Amended Credit Agreement are within the organizational powers of each of Parent and the Company and have been duly authorized by all necessary
organizational action on the part of Parent or the Company, as applicable. Each of this Agreement and the Amended Credit Agreement is
the legal, valid and binding obligation of Parent and the Company, enforceable against it in accordance with its terms, subject to bankruptcy,
insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.


 


(b)           The
representations and warranties of Parent and the Company set forth in the Amended Credit Agreement (excluding Section 9.5,
Section 9.6 and Section 9.8) are true and correct in all material respects with the same effect as if then made
(except to the extent stated to relate to an earlier date, in which case such representations and warranties were true and correct in
all material respects as of such earlier date).


 


6.2.           Each
of Parent and the Company represents and warrants to each of the Lenders and the Administrative Agent that as of the Incremental Closing
Date:


 


(a)           The
(i) Acquisition Agreement Target Representations shall be true and correct to the extent required by the terms of the definition
thereof and (ii) Specified Representations shall be true and correct in all material respects (except in the case of any Specified
Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material
respects as of the respective date or for the respective period, as the case may be).


 


SECTION 7.         Effect
of Agreement.


 


7.1.           Except
as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise
affect the rights and remedies of the Lenders or the Administrative Agent under the Amended Credit Agreement or any other Loan Document,
and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in
the Amended Credit Agreement or any other provision of the Amended Credit Agreement or of any other Loan Document, all of which are ratified
and affirmed in all respects and shall continue in full force and effect. The Company and each other Loan Party (i) acknowledges,
renews and extends its continued liability under the Amended Credit Agreement and any other Loan Document and (ii) acknowledges and
agrees that, after giving effect to this Agreement (including the occurrence of the Incremental Closing Date and the incurrence of the
2022-2 Incremental Term Loans contemplated by Section 3 and the increase in Revolving Commitments contemplated by Section 4
of this Agreement) its guarantee continues in full force and effect, unimpaired, uninterrupted and undischarged. Nothing herein shall
be deemed to entitle the Company to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances
and nothing in this Agreement shall be deemed to be a novation of any obligations under the Existing Credit Agreement or any other Loan
Document.


 






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7.2.           On
and after the Incremental Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”,
 “hereof”, “herein”, or words of like import, and each reference to the Existing Credit Agreement in any other
Loan Document shall be deemed a reference to the Amended Credit Agreement as amended hereby. This Agreement shall constitute a “Loan
Document” for all purposes of the Amended Credit Agreement and the other Loan Documents.


 


SECTION 8.         General.


 


8.1.           GOVERNING
LAW. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON,
ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK;
provided, however, that (a) the interpretation of the definition of Material Adverse Effect (as defined in the Acquisition
Agreement) and whether there shall have occurred a Material Adverse Effect (as defined in the Acquisition Agreement) (b) the determination
of whether the conditions precedent in item 3 of Exhibit D to the Commitment Letter has been satisfied and (c) the determination
of whether the Acquisition Agreement Target Representations are accurate and whether as a result of any inaccuracy of any such representations
the Parent or any of its affiliates has the right to terminate the obligations of the Parent or any of its affiliates (or to refuse to
consummate the Acquisition) under the Acquisition Agreement, shall, in each case, be governed by and construed in accordance with, the
laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof.


 


8.2.           Costs
and Expenses. The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses incurred in connection
with this Agreement, including the reasonable and documented fees, charges and disbursements of Simpson Thacher & Bartlett LLP,
primary counsel for the Administrative Agent.


 


8.3.           Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same instrument. The words “execution,” “signed,”
 “signature,” “delivery,” and words of like import in or relating to this Agreement and/or any document to be signed
in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined
below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. As used
herein, “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract
or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. Delivery of an executed
signature page of this Agreement by email or facsimile transmission (or other electronic transmission) shall be effective as delivery
of a manually executed counterpart hereof.


 


8.4.           Headings.
The headings of this Agreement are used for convenience of reference only, are not part of this Agreement and shall not affect the construction
of, or be taken into consideration in interpreting, this Agreement.


 


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    9 


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed and delivered by their respective duly authorized officers as of the day and year first above written.


 


	 	 	REGAL REXNORD CORPORATION, as Parent and as Borrower Agent
	 	 	 	 
	 	 	By:	/s/ Robert J. Rehard
	 	 	 	Name: Robert J. Rehard
	 	 	 	Title: Vice President and Chief Financial Officer
	 	 	 	 
	 	 	LAND NEWCO, INC., as the Company
	 	 	 	 
	 	 	By:	/s/ Kevin Zaba
	 	 	 	Name: Kevin Zaba
	 	 	 	Title: President
	 	 	 	 
	 	 	SUBSIDIARY GUARANTORS:
	 	 	 	 
	 	 	REGAL BELOIT AMERICA, INC.
	 	 	 	 
	 	 	By:	/s/ Robert J. Rehard
	 	 	 	Name: Robert J. Rehard
	 	 	 	Title: Vice President and Chief Financial Officer
	 	 	 	 
	 	 	REXNORD INDUSTRIES, LLC
	 	 	 	 
	 	 	By:	/s/ Kevin Zaba
	 	 	 	Name: Kevin Zaba
	 	 	 	Title: President



 


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	 	 	JPMORGAN CHASE BANK, N.A.,as Administrative Agent, an Issuing Bank, a Swing Line Lender and a Lender
	 	 	 	 
	 	 	By:	/s/ Zachary Blaner 
	 	 	 	Name: Zachary Blaner
	 	 	 	Title: Vice President



 


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	 	 	U.S. BANK NATIONAL ASSOCIATION, as an Issuing Bank, a Swing Line Lender and a Lender
	 	 	 	 
	 	 	By:	/s/ Mary Ann Hawley
	 	 	 	Name: Mary Ann Hawley
	 	 	 	Title: Vice President



 


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	 	 	WELLS FARGO BANK N.A., as an Issuing Bank, a Swing Line Lender and a Lender
	 	 	 	 
	 	 	By:	/s/ Robert J. Valcq
	 	 	 	Name: Robert J. Valcq
	 	 	 	Title: Managing Director



 


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	 	 	BANK OF AMERICA, N.A., as an Issuing Bank, a Swing Line Lender and a Lender
	 	 	 	 
	 	 	By:	/s/ Steven K. Kessler
	 	 	 	Name: Steven K. Kessler
	 	 	 	Title: Senior Vice President



 


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	 	 	PNC BANK, NATIONAL ASSOCIATION, as an Issuing Bank, a Swing Line Lender and a Lender
	 	 	 	 
	 	 	By:	/s/ Matthew Schmaling
	 	 	 	Name: Matthew Schmaling
	 	 	 	Title: Managing Director



 


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		 	CREDIT AGRICOLE CORPORAT AND INVESTMENT BANK, as a Lender
	 	 	 
	 	 	By: 	/s/ Gordon Yip
	 	 	 	Name: Gordon Yip
	 	 	 	Title: Director
	 	 	 	 
	 	 	 	 
	 	 	By: 	/s/ Amin Issa
	 	 		Name: Amin Issa
	 	 		Title: Director
	 	 	 	 



 


		 	Notice Address:
	 	 	 
	 	 	Address:	1301 Avenue of the Americas
	 	 	 	 New York, NY 10019
	 	 	Attention:	Felix Vasquez
	 	 	Telephone: 	(212) 261-7478
	 	 	Facsimile:	N/A		









 


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	 	 	ASSOCIATED BANK, as a Lender
	 	 	 
	 	 	By:	/s/ Nathan Jochimsen
	 	 	 	Name: Nathan Jochimsen
	 	 	 	Title: Senior Vice President
	 	 	 	 



 





		 	Notice Address:
	 	 	 
	 	 	Address:	8040 Excelsior Dr, Suite 201
	 	 	 	 Madison, WI 53717
	 	 	Attention:	Nathan Jochimsen 
	 	 	Telephone: 	(608) 259-3630 
	 	 	Facsimile:	 (608) 259-3680		








 


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	 	 	OLD NATIONAL BANK, as a Lender
	 	 	 
	 	 	By:	/s/ Michael Trunck
	 	 	 	Michael Trunck
	 	 	 	Senior Vice President
	 	 	 	 



 





		 	Notice Address:
	 	 	 
	 	 	Address:	8750 W Bryn Mawr Ave, Ste 1300
	 	 	 	 Chicago, IL 60631
	 	 	Attention:	Michael Trunck
	 	 	Telephone: 	(773)-765-7523
	 	 	Facsimile:	(812)-468-1979
		





 


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	 	 	The Northern Trust Company, as a Lender
	 	 	 
	 	 	 
	 	 	By:	/s/ Lisa DeCristofaro
	 	 	 	Name: Lisa DeCristofaro
	 	 	 	Title: SVP
	 	 	 	 



 





		 	Notice Address:
	 	 	 
	 	 	Address:	333 S. Wabash Ave.
	 	 	 	 WB-42
	 	 	 	Chicago, IL 60604
	 	 	Attention:	Lisa DeCristofaro
	 	 	Telephone: 	(312) 444-2336
	 	 	 	         	 	 
















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	 	 	The Bank of Nova Scotia, as a Lender
	 	 	 
	 	 	By:	/s/ Frans Braniotis
	 	 	 	Name: Frans Braniotis
	 	 	 	Title: Managing Director
	 	 	 	 



 





		 	Notice Address:
	 	 	 
	 	 	Address:	150 King St West, 6th
    Floor
	 	 	 	 Toronto, ON, M5H 1J9
	 	 	Attention:	Corporate Loan Deal Team
	 	 	Telephone: 	(212) 225-5705
	 	 	Facsimile:	(212) 225-5709		


  


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	 	 	EASTERN BANK, as a Lender

    

	 	 	 
	 	 	By:	/s/ David Nussbaum
	 	 	 	Name: David Nussbaum
	 	 	 	Title: Senior Vice President
	 	 	 	 



 





		 	Notice Address:
	 	 	 
	 	 	Address:	265 Franklin Street, Floor 2
	 	 	 	 Boston, MA 02110
	 	 	Attention:	Lorna MacLennan
	 	 	Telephone: 	(617) 897-1140
	 	 	Facsimile:	(617)
897-1094		








 


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	 	 	Trustmark National Bank, as a Lender
	 	 	 
	 	 	By:	/s/ Mark
    Stubblefield
	 	 	 	Name: Mark Stubblefield
	 	 	 	Title: Senior Vice President
	 	 	 	 



 





		 	Notice Address:
	 	 	 
	 	 	Address:	212A North Court Street
	 	 	 	 Florence, AL 35630
	 	 	Attention:	Mark Stubblefield
	 	 	Telephone: 	(256) 712-6785
	 	 	Facsimile:	 (601) 208-4645 		





  





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 Schedule I


 


Incremental Term Loan Commitment Schedule


 


	Additional Term Lender	 	 
2022-2 Incremental Term Loan

 Commitment
	 
	Credit Agricole Corporate and Investment Bank	 	$	100,000,000.00	 
	Associated Bank, N.A.	 	$	35,000,000.00	 
	Old National Bank	 	$	30,000,000.00	 
	The Northern Trust Company	 	$	25,000,000.00	 
	The Bank of Nova Scotia	 	$	20,000,000.00	 
	Eastern Bank	 	$	20,000,000.00	 
	Trustmark National Bank	 	$	10,000,000.00	 
	Total	 	$	240,000,000.00	 



 






     


     


    

 





Schedule II


 


Additional Revolving Commitment Schedule


 


	Additional Revolving Commitment Lender	 	 
Additional Revolving Commitment
	 
	Credit Agricole Corporate and Investment Bank	 	$	50,000,000.00	 
	The Bank of Nova Scotia	 	$	20,000,000.00	 
	Total	 	$	70,000,000.00	 






 






     


     


    

 


Annex I


 


New Lender Supplement


 


JPMorgan Chase Bank, N.A., as Administrative Agent 


[Address] 


Attn:


 


Ladies/Gentlemen:


 


The undersigned is a New Lender under the
Second Amended and Restated Credit Agreement, dated as of March 28, 2022 (as amended by the First Amendment, dated as of
November 17, 2022, as amended by the Incremental Assumption Agreement, dated as of November 30, 2022 and as further amended,
restated or otherwise modified from time to time, the “Credit Agreement”).


 


The following administrative details apply to the undersigned:


 


Payment Instructions:


 


		Account No.:	 	 
	 	At:	 	 
	 	 	 	 
	 	 	 	 
	 	Reference:	 	 
	 	Attention:	 	 



 


		 	Very truly yours,
	 	 	[NAME OF NEW LENDER]
	 	 	 
	 	 	By:	 
	 	 	Title:	 






 






     


     


    

 


Annex II


 


[FORM OF]


 


SOLVENCY CERTIFICATE

of

REGAL REXNORD CORPORATION

AND ITS SUBSIDIARIES


 


Pursuant to the Credit Agreement2,
the undersigned hereby certifies, solely in such undersigned’s capacity as [chief financial officer] [specify other officer with
equivalent duties] of Regal, and not individually, as follows:


 


As of the date hereof, after giving
effect to the consummation of the Transaction, including the making of the Loans under the Credit Agreement on the date hereof, and after
giving effect to the application of the proceeds of such Loans:


 


		a.	The fair value of the assets of Regal and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated
basis, their debts and liabilities, subordinated, contingent or otherwise;



 


		b.	The present fair saleable value of the property of Regal and its Subsidiaries, on a consolidated basis,
is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;



 


		c.	Regal and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated,
contingent or otherwise, as such liabilities become absolute and matured in the ordinary course of business; and



 


		d.	Regal and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in,
business for which they have unreasonably small capital.



 


For purposes of this Certificate,
the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual
and matured liability. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit
Agreement.


 


The undersigned is familiar
with the business and financial position of Regal and its Subsidiaries. In reaching the conclusions set forth in this Certificate, the
undersigned has made such other investigations and inquiries as the undersigned has deemed appropriate, having taken into account the
nature of the particular business anticipated to be conducted by Regal and its Subsidiaries after consummation of the transactions contemplated
by the Commitment Letter.


 


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2 Credit Agreement to be defined.


 






    D-2 


     


    

 


IN WITNESS WHEREOF, the
undersigned has executed this Certificate in such undersigned’s capacity as [chief financial officer] [specify other
officer with equivalent duties] of the Borrower, on behalf of the Borrower, and not individually, as of the date first stated
above.


 


 





	 	 	REGAL REXNORD CORPORATION
	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	Name:	 
	 	 	Title: