FOURTH SUPPLEMENTAL INDENTURE
Exhibit 10.3
FOURTH SUPPLEMENTAL INDENTURE
FOURTH SUPPLEMENTAL INDENTURE (this Fourth Supplemental Indenture) dated as of February 1, 2008, among GA INDUSTRIES HOLDINGS, LLC, a Delaware limited liability company (the New Guarantor), an indirect subsidiary of RBS GLOBAL, INC. (or its successor), a Delaware corporation (the Company), REXNORD LLC, a Delaware limited liability company, f/k/a REXNORD CORPORATION, a Delaware corporation (Rexnord and, together with the Company, the Issuers), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the Trustee).
WITNESSETH:
WHEREAS, the Issuers and the existing Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the Indenture) dated as of July 21, 2006, providing for the issuance of the Issuers 11 3/4% Senior Subordinated Notes due 2016 (the Securities), initially in the aggregate principal amount of $300,000,000;
WHEREAS, Section 4.11 of the Indenture provides that under certain circumstances the Issuers are required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the Issuers Obligations under the Securities and the Indenture pursuant to a Guarantee on the terms and conditions set forth herein; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Issuers and the existing Guarantors are authorized to execute and deliver this Fourth Supplemental Indenture;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:
17. Defined Terms. As used in this Fourth Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term Holders in this Guarantee shall refer to the term Holders as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words herein, hereof and hereby and other words of similar import used in this Fourth Supplemental Indenture refer to this Fourth Supplemental Indenture as a whole and not to any particular section hereof.
18. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors (if any), to unconditionally guarantee the Issuers Obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in Article 11 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Guarantor under the Indenture.
19. Notices. All notices or other communications to the New Guarantor shall be given as provided in Section 13.02 of the Indenture.
20. Ratification of Indenture; Fourth Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Fourth Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
21. Governing Law. THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
22. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Fourth Supplemental Indenture.
23. Counterparts. The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
24. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the date first above written.
GA INDUSTRIES HOLDINGS, LLC | ||
By: | /s/ PATRICIA M. WHALEY | |
Name: | Patricia M. Whaley | |
Title: | Vice President, General Counsel & Secretary | |
RBS GLOBAL, INC. | ||
By: | /s/ PATRICIA M. WHALEY | |
Name: | Patricia M. Whaley | |
Title: | Vice President & General Counsel | |
REXNORD LLC | ||
By: | /s/ PATRICIA M. WHALEY | |
Name: | Patricia M. Whaley | |
Title: | Vice President & General Counsel | |
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE | ||
By: | /s/ JANE Y. SCHWEIGER | |
Name: | Jane Y. Schweiger | |
Title: | Vice President |
Fourth Supplemental Indenture 11-3/4% Senior Subordinated Notes due 2016