BNP PARIBAS SECURITIES CORP. BNP PARIBAS

Exhibit 10.1

BNP PARIBAS SECURITIES CORP.

BNP PARIBAS

THE EQUITABLE TOWER

787 SEVENTH AVENUE

NEW YORK, NEW YORK 10019

November 2, 2006

Baldor Electric Company

$1,200,000,000 Senior Secured Credit Facilities

$900,000,000 Bridge Facility

Commitment Letter

Baldor Electric Company

5711 R.S. Boreham Jr. Street

Fort Smith, Arkansas 72901

Attention: Ronald E. Tucker

Ladies and Gentlemen:

You have advised us that Baldor Electric Company, a Missouri corporation (the “Borrower” or “You”), intends to purchase the principal businesses of the Power Systems operating segment (the “Target”) of Rockwell Automation, Inc. (the “Seller”) for total consideration of up to $1,800,000,000 (the “Acquisition”) and that, in connection therewith, the Borrower intends to refinance certain of its existing indebtedness (the “Refinancing”).

You have further advised us that (a) the Borrower will borrow under the Senior Credit Facilities (the “Senior Credit Facilities”) described in the Summary of Terms, Senior Secured Credit Facilities (the “Senior Term Sheet”) attached hereto as Annex A and issue $900,000,000 aggregate principal amount of debt and/or equity securities (the “Securities”) in a public offering or a Rule 144A private placement or, in the event the Borrower is unable to issue the full amount of the Securities at or prior to the time of the Transaction (as herein defined), (b) the Borrower will borrow unsecured increasing rate bridge loans (the “Bridge Loans” and, together with the Senior Credit Facilities, the “Credit Facilities”) described in the Summary of Terms, Bridge Loans (the “Bridge Term Sheet” and, together with the Senior Term Sheet, the “Term Sheets”) attached hereto as Annex B, as interim financing to the Securities, (c) the Borrower will use the proceeds of the Senior Credit Facilities and the Securities (or the Bridge Loans) to pay a portion of the purchase price for the Acquisition, to consummate the Refinancing and to pay fees, commissions, costs and expenses related to the transactions contemplated hereby. The Acquisition, the Refinancing, the borrowings under the Senior Credit Facilities, the issuance of the Securities (or the borrowing of the Bridge Loans, if

applicable) and the use of proceeds of such indebtedness are referred to herein collectively as the “Transaction”). The sources and uses of funds to consummate the Transaction are set forth in Schedule II attached to the Senior Term Sheet.

BNP Paribas is pleased to inform you that it or one of its affiliates hereby commits to provide the entire principal amount of the Bridge Loans. In addition, BNP Paribas is pleased to inform you that it hereby commits to provide the entire principal amount of the Senior Credit Facilities and to act as the sole and exclusive administrative agent (the “Administrative Agent”) for the Credit Facilities. BNP Paribas Securities Corp. (“BNPPSC”) is willing to act as sole and exclusive lead arranger and book manager and to use its reasonable commercial efforts to arrange for syndicates of banks and other financial institutions (each such bank and other financial institution, including BNP Paribas, being a “Lender” and, collectively, the “Lenders”) to participate in the Credit Facilities. BNP Paribas shall be relieved of its obligation to provide the entire amount of the Credit Facilities to the extent that the offers of Lenders other than BNP Paribas to provide any portion of the Credit Facilities are accepted. Our fees for such services are set forth in the accompanying confidential fee letter (the “Fee Letter”). The Borrower agrees that BNP Paribas shall have the exclusive right during the term of this Commitment Letter (as defined below) to provide any bridge or interim financing utilized by the Borrower or any of its affiliates to finance any portion of the Transaction.

BNP Paribas is satisfied with the results of its diligence investigation of the Borrower and the Target to date. BNP Paribas’ commitment shall not be subject to additional due diligence unless BNP Paribas shall become aware of any information relating to conditions or events not previously disclosed to BNP Paribas or constituting new information or additional developments concerning conditions or events previously disclosed to BNP Paribas which, in its reasonable judgment, is inconsistent with the information theretofore provided to BNP Paribas and which BNP Paribas reasonably deems materially adverse in respect of the condition (financial or otherwise), business, operations, debt service capacity, properties, assets, accounting treatment, or liabilities (including environmental liabilities ) of the Borrower and its subsidiaries, taken as a whole, or of the Target. BNP Paribas’ commitment hereunder and BNPPSC’s agreement to perform the services described herein are subject to (a) there shall not have been any change in the business, financial condition or operations of the Target, taken as a whole, that has had a Material Adverse Effect (as defined in the draft of the Purchase Agreement for the Acquisition that you furnished to us, and that you informed us accompanied your bid for the Target, on October 30, 2006 (such Purchase Agreement in the form of such draft being referred to herein as the “Purchase Agreement”)), (b) our satisfaction that prior to and during the syndication of the Credit Facilities there shall be no competing offering, placement or arrangement of any debt securities or bank financing by or on behalf of the Borrower, any of its affiliates or the Target except as expressly contemplated by the Term Sheets and (c) the conditions set forth in the Term Sheets and Annex C.

The documentation for both Credit Facilities (the “Facilities Documentation”) shall be consistent, in each case, with the Term Sheets and customary and appropriate for transactions of this size and type (provided that, notwithstanding

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anything in this Commitment Letter, the Term Sheets, the Fee Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations relating to the Target the making of which shall be a condition to availability of any of the Credit Facilities on the Closing Date (as defined in Annex A hereto) shall be (A) such of the representations made by the Seller in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that you have the right to terminate your obligations under such Purchase Agreement as a result of a breach of such representations (determined without regard to whether any notice is required to be delivered by you) or the accuracy of such representations is a condition precedent under the Purchase Agreement to your obligation to consummate the Acquisition, and (B) the Specified Representations (as defined below) and (ii) to the extent any Collateral (as described in Annex A hereto) (other than the pledge and perfection of the security interests in the capital stock of subsidiaries held by the Borrower and the Guarantors (to the extent required under the Senior Term Sheet) and other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) is not provided on the Closing Date after your use of commercially reasonable efforts to do so, the delivery of such Collateral shall not constitute a condition precedent to the availability of the Credit Facilities on the Closing Date but shall be required to be delivered after the Closing Date pursuant to reasonable arrangements and timing to be mutually agreed)). For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Term Sheets relating to corporate existence, corporate power and authority, authorization, execution, delivery and enforceability of the Facilities Documentation, Federal Reserve margin regulations, the Investment Company Act, status of the Senior Secured Facilities as senior debt and (without limitation of clause (ii) of the preceding sentence) validity, priority and perfection of security interests.

BNPPSC will manage all aspects of the syndications, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among potential Lenders, any titles offered to potential Lenders and the amount and distribution of fees among the Lenders. You agree that no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation other than as expressly set forth in the Term Sheets and the Fee Letter will be paid in connection with the Credit Facilities unless you and we shall so agree. BNPPSC intends to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree actively to assist BNPPSC in completing syndications satisfactory to it. Such assistance shall include (i) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from your and your subsidiaries’ lending and investment banking relationships as well as those of the Target, (ii) your using reasonable efforts to make certain members of the management of the Borrower and its subsidiaries, as well as its consultants and advisors and the Target, are available during regular business hours to answer questions regarding the Credit Facilities, (iii) the Borrower and its subsidiaries providing or causing to be provided to us all information reasonably deemed necessary by us to complete syndication, and (iv) the hosting by the Borrower and its subsidiaries of meetings with prospective Lenders. You

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further agree that BNP Paribas’ commitment hereunder is conditioned upon the satisfaction of the requirements set forth in clauses (i) – (iv) of the immediately preceding sentence no later than 45 days prior to the closing date and that thereafter you shall continue to actively assist BNPPSC until the completion of successful syndications of the Credit Facilities.

To further assist BNPPSC in its syndication efforts, you agree promptly to prepare and provide to BNPPSC all information with respect to the Borrower and its subsidiaries, the Target, and the Transaction , including all Projections (as defined below), as we may reasonably request in connection with the arrangement and syndication of the Credit Facilities. At the request of BNPPSC, you agree to assist us in preparing an additional version of the information package and presentation (the “Public Side Version”) to be used by prospective Lenders’ public-side employees and representatives (“Public-Siders”) who do not wish to receive material non-public information (within the meaning of the United States federal securities laws) with respect to you and your affiliates and any of your or their respective securities (“MNPI”) and who may be engaged in investment and other market related activities with respect to your and your affiliates’ securities or loans. Before distribution of any information materials, you agree to execute and deliver to us (i) a letter in which you authorize distribution of such information materials to a prospective Lender’s employees willing to receive MNPI (“Private-Siders”) and (ii) a separate letter in which you authorize distribution of the Public Side Version to Public-Siders and represent that no MNPI is contained therein. You agree that the following documents may be distributed to both Private-Siders and Public-Siders, unless you advise BNPPSC in writing (including by e-mail) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private-Siders: (a) administrative materials prepared by BNPPSC for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (b) notification of changes in the Credit Facilities’ terms and (c) other materials intended for prospective Lenders after the initial distribution of the information materials. If you advise us that any of the foregoing should be distributed only to Private-Siders, then Public-Siders will not receive such materials without further discussions with you. You hereby authorize us to distribute drafts of definitive documentation with respect to the Credit Facilities to Private-Siders and Public-Siders. You hereby represent that, to the best of your knowledge after due diligence: (i) all information, other than Projections (as defined below), which has been or is hereafter made available to us or the other Lenders by the Borrower and its subsidiaries or any of your or their representatives in connection with the transactions contemplated hereby (the “Information”) has been reviewed and analyzed by you in connection with the performance of your own due diligence and is or will be, in the case of Information made available after the date hereof, complete and correct in all material respects and does not or will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading in light of the circumstances under which such statements were or are made, and (ii) all financial projections concerning the Borrower and its subsidiaries or the Target that have been or are hereafter made available to us or the other Lenders by you, any of the Borrower and its subsidiaries or any of your or its representatives in connection with the transactions contemplated hereby (the “Projections”) have been or

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will be, in the case of Projections made available after the date hereof, prepared in good faith based upon reasonable assumptions. You agree to supplement the Information and the Projections from time to time until the closing date so that the representation and warranty in the preceding sentence is correct on the closing date. In arranging and syndicating the Credit Facilities, BNPPSC will be using and relying on the Information and the Projections without independent verification thereof. The representations and covenants contained in this paragraph shall remain effective until the initial funding under a definitive financing agreement and thereafter the disclosure representations contained herein shall be superseded by those contained in such definitive financing agreement.

You hereby agree to pay our reasonable costs and expenses (including the reasonable fees and expenses of counsel, reasonable professional fees of consultants and other experts and reasonable out-of-pocket expenses, including without limitation syndication expenses) incurred before or after the date of this Commitment Letter arising in connection with this Commitment Letter, the definitive financing agreements, the syndications of the Credit Facilities and the Transactions . You hereby further agree to indemnify and hold harmless the Administrative Agent, BNPPSC and each Lender (including BNP Paribas) and their respective affiliates and each director, officer, employee, agent, attorney and affiliate thereof (each such person, an “indemnified person”) from and against any losses, claims, damages, liabilities or other expenses to which an indemnified person may become subject, insofar as such losses, claims, damages, liabilities (or actions or other proceedings commenced or threatened in respect thereof) or other expenses arise out of or in any way relate to or result from the Transaction, the Fee Letter, the extension of the financing contemplated hereby, the Credit Facilities or any use or intended use of the proceeds of any of the loans and other extensions of credit contemplated hereby, and you shall reimburse each indemnified person for any reasonable legal or other expenses incurred in connection with investigating, defending or participating in any such investigation, litigation or other proceeding (whether or not any such investigation, litigation or other proceeding involves claims made between you, the Borrower, its subsidiaries or any third party and any such indemnified person, and whether or not any such indemnified person is a party to any investigation, litigation or proceeding out of which any such expenses arise); provided, however, that the indemnity contained herein shall not apply to the extent that it is determined in a final nonappealable judgment by a court of competent jurisdiction that such losses, claims, damages, liabilities or other expenses result from the gross negligence or willful misconduct of such indemnified person. The obligations to indemnify each indemnified person and to pay such legal and other expenses shall remain effective until the initial funding under a definitive financing agreement and thereafter the indemnification and expense reimbursement obligations contained herein shall be superseded by those contained in such definitive financing agreement. No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through internet, Intralinks or similar information transmission systems in connection with the Credit Facilities. No indemnified person shall be responsible or liable to any other party or any other person for any indirect, consequential or special damages. The foregoing provisions of this paragraph shall be in addition to any rights that any indemnified person may have at common law or otherwise.

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As you know, BNP Paribas or its affiliates may from time to time effect transactions, for its own account or for the accounts of customers, and may hold positions in loans, options on loans, securities and options on securities, of companies that may be the subject of the transactions contemplated by this Commitment Letter or otherwise relate to the Borrower or any of its subsidiaries or the Target. Further, you acknowledge that BNP Paribas or its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described hereby and otherwise and that neither BNP Paribas nor any of its affiliates has any obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from such other companies.

You acknowledge and agree that in connection with all elements of each transaction contemplated under this Commitment Letter and the Fee Letter (i) neither BNP Paribas nor any of its affiliates has assumed any advisory responsibility or any other obligation in favor of the Borrower and its subsidiaries except the obligations expressly provided for under this Commitment Letter and the Fee Letter and (ii) BNP Paribas and its affiliates, on the one hand, and the Borrower and its subsidiaries, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor do the Borrower and its subsidiaries rely on, any fiduciary duty on the part of BNP Paribas or any of its affiliates.

This Commitment Letter and the Fee Letter are intended solely for your benefit and nothing in this Commitment Letter or the Fee Letter, express or implied, shall give any person other than the parties hereto, any beneficial or legal right, remedy or claim hereunder. Neither this Commitment Letter nor the Fee Letter is assignable by you, and neither may be relied upon by any other person or entity. Each of this Commitment Letter and the Fee Letter is confidential and shall not be disclosed by any of the parties hereto to any person other than such party’s accountants, attorneys and other advisors and, in the case of BNP Paribas and BNPPSC, their affiliates and prospective Lenders, purchasers and assignees, and then only on a confidential basis and in connection with the Transaction. Any disclosure to an advisor may be made for the sole purpose of evaluating and advising on the offer of financing made in this Commitment Letter and may not be used by such advisor in formulating any offer of financing by such advisor or an affiliate. Additionally, any of the parties hereto may make such disclosures of this Commitment Letter as are required by regulatory authority, law or judicial process or as may be required or appropriate in response to any summons or subpoena or in connection with any litigation; provided that such party will use its commercially reasonable efforts to notify the other parties hereto of any such disclosure prior to making such disclosure.

We hereby consent to your disclosure of this Commitment Letter (but not the Fee Letter) on a confidential basis to the Seller and its financial, legal and accounting advisors for their use in connection with their evaluation of your proposal for the Acquisition. If this Commitment Letter and the Fee Letter are not accepted by you as provided for below, you are to immediately return this Commitment Letter and the Fee Letter (and any copies hereof and thereof) to the undersigned or confirm to the undersigned that they have been destroyed.

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BNP Paribas hereby notifies you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), BNP Paribas may be required to obtain, verify and record information that identifies you, which information would include your name and address and other information that would allow BNP Paribas to identify you in accordance with the Act.

You hereby agree that upon consummation of the Transaction BNP Paribas or any of its affiliates may place customary “tombstone” advertisements (which may include any of your trade names or corporate logos) in publications of its choice (including without limitation “e-tombstones” published or otherwise circulated in electronic form and related hyperlinks to your corporate website) at its own expense. In addition, you agree that BNP Paribas or any of its affiliates may disclose information about the Transaction to market data collectors and similar service providers to the financing community.

Our offer will terminate on November 15, 2006, unless on or before that date you sign and return an enclosed counterpart of this Commitment Letter and the Fee Letter to BNP Paribas at 787 Seventh Avenue, New York, New York 10019, attention Shayn March. The commitments herein provided for will also expire at the earliest of (i) the abandonment by the Borrower of its efforts to make the Acquisition; (ii) the closing of the Acquisition without the use of the Credit Facilities; or (iii) the close of business on April 30, 2007, if the closing of the Transaction has not occurred by such time; provided, however, that any term or provision hereof to the contrary notwithstanding all of your obligations hereunder in respect of indemnification, confidentiality and fee and expense reimbursement shall survive any termination of the commitments pursuant to this paragraph.

THIS COMMITMENT LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. Each of the undersigned parties hereby knowingly, voluntarily and intentionally waives any rights it may have to a trial by jury in respect of any litigation based hereon, or arising out of or in connection with, this Commitment Letter and the Fee Letter, and any course of conduct, course of dealing, statements (whether oral or written) or actions of any of the undersigned parties in connection herewith or therewith. The parties hereto submit to the nonexclusive jurisdiction of the Federal and New York State courts located in the City of New York in connection with any dispute related to this Commitment Letter, the Fee Letter or any of the matters contemplated hereby or thereby. This Commitment Letter and the Fee Letter constitute the entire understanding among the parties hereto with respect to the subject matter hereof and replace and supersede all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof. This Commitment Letter may not be amended or waived except by an instrument in writing signed by each party hereto. This Commitment Letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered

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shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. This Commitment Letter supersedes and replaces the commitment letter from us to you dated October 30, 2006 relating to the Credit Facilities.

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We appreciate having been given the opportunity by you to be involved in this transaction.

AGREED AND ACCEPTED

this 6th day of November, 2006

S-1

ANNEX A

$1,200,000,000 SENIOR SECURED CREDIT FACILITIES

Summary of Terms, Senior Secured Credit Facilities

November 2, 2006

Baldor Electric Company intends to purchase the principal businesses of the Power Systems operating segment (the “Target”) of Rockwell Automation, Inc. (the “Seller”) for total consideration of up to $1,800,000,000 (the “Acquisition”) and that, in connection therewith, the Borrower intends to refinance certain of its existing indebtedness (the “Refinancing”). To finance the Acquisition and the Refinancing, the Borrower will borrow under the Senior Credit Facilities described in this Summary of Terms, Senior Secured Credit Facilities and issue $900,000,000 aggregate principal amount of debt and/or equity securities (the “Securities”) in a public offering or a Rule 144A private placement or, in the event the Borrower is unable to issue the full amount of the Securities at or prior to the time of the Transaction (as defined below), the Borrower will borrow unsecured increasing rate bridge loans (the “Bridge Loans”) on the terms and conditions described in the Bridge Term Sheet referred to in the Commitment Letter to which this Summary of Terms is attached. The Acquisition, the Refinancing, the borrowings under the Senior Credit Facilities, the issuance of the Securities (or the borrowing of the Bridge Loans, if applicable) and the use of proceeds of such indebtedness are referred to herein collectively as the “Transaction”.

Baldor Electric Company

A-1

Baldor Electric Company

A-2

Baldor Electric Company

A-3

Baldor Electric Company

A-4

Baldor Electric Company

A-5

Baldor Electric Company

A-6

Baldor Electric Company

A-7

Baldor Electric Company

A-8

Baldor Electric Company

A-9

Baldor Electric Company

A-10

ANNEX B

$900,000,000 BRIDGE LOANS

Summary of Terms, Bridge Loans

November 2, 2006

Baldor Electric Company intends to purchase the principal businesses of the Power Systems operating segment (the “Target”) of Rockwell Automation, Inc. (the “Seller”) for total consideration of up to $1,800,000,000 (the “Acquisition”) and that, in connection therewith, the Borrower intends to refinance certain of its existing indebtedness (the “Refinancing”). To finance the Acquisition and the Refinancing, the Borrower will borrow up to $1,200,000,000 on the terms and conditions described in the Senior Term Sheet referred to in the Commitment Letter to which this Summary of Terms is attached (the “Senior Credit Facilitiest”) and issue $900,000,000 aggregate principal amount of debt and/ or equity securities (the “Securities”) in a public offering or a Rule 144A private placement or, in the event the Borrower is unable to issue the full amount of the Securities at or prior to the time of the Transaction (as defined below), the Borrower will borrow Bridge Loans as described in this Summary of Terms. The Acquisition, the Refinancing, the borrowings under the Senior Credit Facilities, the issuance of the Securities (or the borrowing of the Bridge Loans, if applicable) and the use of proceeds of such indebtedness are referred to herein collectively as the “Transaction”. Capitalized terms used but not otherwise defined in this Summary of Terms have the meanings assigned to them in the Commitment Letter (including the Annexes thereto) to which this Summary of Terms is attached.

B-1

B-2

B-3

B-4

B-5

B-6

B-7

ANNEX C

Initial Conditions

C-1

C-2

C-3

C-4