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Form of Security Agreement
EXHIBIT I
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Form of Solvency Certificate
EXHIBIT J
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Form of Subsidiaries Guaranty
EXHIBIT K
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Form of Joinder Agreement
EXHIBIT L
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Form of Subordination Agreement
EXHIBIT M
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Form of Assignment Agreement
EXHIBIT N
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Form of Incremental Term Loan Commitment Agreement
v
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 16, 2005, among RBS
GLOBAL, INC., a Delaware corporation ("Holdings"), REXNORD CORPORATION, a
Delaware corporation (the "Borrower"), the Lenders party hereto from time to
time, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such
capacity, the "Administrative Agent") GENERAL ELECTRIC CAPITAL CORPORATION and
WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents, and DEUTSCHE
BANK SECURITIES INC. and CREDIT SUISSE, as Joint Lead Arrangers and Joint Book
Runners (in such capacities, the "Joint Lead Arrangers" and, each, a "Joint Lead
Arranger") (all capitalized terms used herein and defined in Section 10 are used
herein as therein defined).
W I T N E S S E T H :
WHEREAS, Holdings, the Borrower, the Existing Lenders, the Administrative Agent,
the Co-Documentation Agents and the Joint Lead Arrangers are parties to a Credit
Agreement, dated as of November 25, 2002 (as the same has been amended, modified
or supplemented to, but not including the Restatement Effective Date, the
"Existing Credit Agreement");
WHEREAS, the Borrower has requested that the Existing Credit Agreement be
amended and restated in its entirety, and certain of the Lenders, the Joint Lead
Arrangers and the Administrative Agent are willing to amend and restate the
same, upon the terms and conditions set forth herein and in the Agreement to
Amend and Restate;
NOW, THEREFORE, as provided in the Agreement to Amend and Restate the parties
thereto agreed that the Existing Credit Agreement shall be and is hereby amended
and restated in its entirety as follows:
SECTION 1.
AMOUNT AND TERMS OF CREDIT.
1.01
COMMITMENTS.
(A)
(I) SUBJECT TO AND UPON THE TERMS AND CONDITIONS SET
FORTH HEREIN, (I) EACH CONSENTING TERM LOAN LENDER SEVERALLY AGREES THAT, ON THE
RESTATEMENT EFFECTIVE DATE, THE EXISTING TERM LOANS MADE BY SUCH CONSENTING TERM
LOAN LENDER TO THE BORROWER PURSUANT TO THE EXISTING CREDIT AGREEMENT AND
OUTSTANDING ON THE RESTATEMENT EFFECTIVE DATE (IMMEDIATELY PRIOR TO GIVING
EFFECT THERETO) AS SET FORTH ON SCHEDULE 1.01 HERETO UNDER THE HEADING
"CONVERTED EXISTING TERM LOANS" SHALL CONVERT (THE "EXISTING TERM LOAN
CONVERSION") INTO A NEW TERM LOAN OWING BY THE BORROWER (EACH SUCH TERM LOAN, A
"CONVERTED EXISTING TERM LOAN" AND, COLLECTIVELY, THE "CONVERTED EXISTING TERM
LOANS"), AND (II) EACH LENDER WITH A NEW TERM LOAN COMMITMENT SEVERALLY AGREES
TO MAKE, ON THE RESTATEMENT EFFECTIVE DATE, A NEW TERM LOAN OR TERM LOANS TO THE
BORROWER (EACH, A "NEW TERM LOAN" AND, COLLECTIVELY, THE "NEW TERM LOANS" AND,
TOGETHER WITH THE CONVERTED EXISTING TERM LOANS AND THE INCREMENTAL TERM LOANS,
THE "TERM LOANS"), WHICH (W) SHALL BE DENOMINATED IN DOLLARS, (X) IN THE CASE OF
NEW TERM LOANS, SHALL BE MADE PURSUANT TO ONE DRAWING ON