8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of Earliest Event Reported): April 17, 2012

REXNORD CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-35475	20-517013
(State of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
4701 West Greenfield Avenue Milwaukee, Wisconsin		53214
(Address of Principal Executive Offices)		(ZIP Code)
	(414) 643-3000
	(Registrant's telephone number, including area code)
	(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On April 18, 2012, Rexnord Corporation's (the “Company”) subsidiaries, Chase Acquisition I, Inc., RBS Global, Inc. (“RBS Global”), Rexnord LLC, and the subsidiaries of RBS Global that are guarantors under the Second Restated Credit Agreement referred to below entered into an Incremental Assumption Agreement with Credit Suisse AG, as administrative agent and the financial institutions party thereto as increasing revolving lenders, relating to the Second Amended and Restated Credit Agreement (the “Second Restated Credit Agreement”), dated as of March 15, 2012. The Incremental Assumption Agreement, which is contemplated by the Second Restated Credit Agreement, increased the amount of the existing revolving credit commitments under the Second Restated Credit Agreement by $85.0 million, from $180.0 million to $265.0 million. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Incremental Assumption Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

Redemption

On April 17, 2012, the Company's subsidiaries, RBS Global and Rexnord LLC (in this Item 8.01, RBS Global and Rexnord LLC are collectively referred to as the “Issuers”) completed a full redemption (the “Redemption”) of all of the Issuers' 11.75% senior subordinated notes due 2016 (the “11.75% Notes”) that were outstanding under the indenture, dated as of July 21, 2006, among the Issuers, Chase Merger Sub, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee (as amended or supplemented, the “11.75% Notes Indenture”). The Issuers paid an aggregate of approximately $325.0 million, which consisted of $300.0 million aggregate principal amount of 11.75% Notes, plus early redemption premiums of $17.6 million and accrued interest of $7.4 million. Upon the Redemption, the 11.75% Notes Indenture was discharged in accordance with its terms, except for certain obligations of the Issuers to the trustee.

Guarantee

In addition, on April 17, 2012, the Company entered into a second supplemental indenture (the “Supplemental Indenture”), dated as of April 17, 2012, to the indenture dated as of April 28, 2010, with respect to the Issuers' 8.50% senior notes due 2018 (the “8.50% Notes”), among the Issuers, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (as amended or supplemented, the “8.50% Notes Indenture”). Pursuant to the Supplemental Indenture, the Company fully and unconditionally guaranteed the 8.50% Notes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description	Filed Herewith
4.1	Second Supplemental Indenture with respect to the 8.50% Senior Notes due 2018, by and among Rexnord Corporation, RBS Global, Inc., Rexnord LLC, the Guarantors listed therein Wells Fargo Bank, National Association, dated as of April 17, 2012.	X
10.1	Incremental Assumption Agreement, dated as of April 18, 2012 relating to the Second Amended and Restated Credit Agreement dated as of March 15, 2012, among Chase Acquisition I, Inc., RBS Global, Inc., Rexnord LLC, the lenders party thereto from time to time and Credit Suisse AG, as administrative agent.	X

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Co-Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized this 19th day of April 2012.

REXNORD CORPORATION
BY:	/S/    Mark W. Peterson
	Mark W. Peterson
	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description	Filed Herewith
4.1	Second Supplemental Indenture with respect to the 8.50% Senior Notes due 2018, by and among Rexnord Corporation, RBS Global, Inc., Rexnord LLC, the Guarantors listed therein Wells Fargo Bank, National Association, dated as of April 17, 2012.	X
10.1	Incremental Assumption Agreement, dated as of April 18, 2012 relating to the Second Amended and Restated Credit Agreement dated as of March 15, 2012, among Chase Acquisition I, Inc., RBS Global, Inc., Rexnord LLC, the lenders party thereto from time to time and Credit Suisse AG, as administrative agent.	X

EX-4.1

Exhibit 4.1

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of April 17, 2012, among REXNORD CORPORATION (the “Parent Guarantor”), a Delaware corporation and an indirect parent of RBS GLOBAL, INC. (or its successor), a Delaware corporation (the “Company”), the Company, REXNORD LLC, a Delaware limited liability company (“Rexnord” and, together with the Company, the “Issuers”), the existing guarantors (the “Guarantors”) under the Indenture (as defined below), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H :

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 April 28, 2010, providing for the issuance of the Issuers’ 8½% Senior Notes due 2018 (the “Securities”), initially in the aggregate principal amount of $1,145,000,000;

WHEREAS, the Issuers desire to consolidate at the Parent Guarantor level the reporting obligations of the Company set forth in Section 4.02 of the Indenture, and the financial information to be provided by the Parent Guarantor will be accompanied by consolidating information that, to the extent required by applicable SEC rules and regulations and Section 4.02(b)(ii) of the Indenture, will explain in reasonable detail the differences between the information relating to the Parent Guarantor and any of its Subsidiaries other than the Issuers and their Subsidiaries, on the one hand, and the information relating to the Issuers, the Guarantors and the other Subsidiaries of the Issuers on a standalone basis, on the other hand;

WHEREAS, the Parent Guarantor desires to fully and unconditionally guarantee all the Issuers’ Obligations under the Securities and the Indenture, and has agreed to execute and deliver to the Trustee this Second Supplemental Indenture pursuant to which the Parent Guarantor shall fully and unconditionally guarantee all the Issuers’ Obligations under the Securities and the Indenture pursuant to a Guarantee, in each case, on the terms and conditions set forth herein;

WHEREAS, pursuant to Section 9.01 of the Indenture, the Issuers, the Guarantors and the Parent Guarantor desire to execute and deliver this Second Supplemental Indenture, have requested the Trustee join with them in the execution and delivery of this Second Supplemental Indenture, and in accordance with Sections 9.01, 9.06 and Section 13.04 of the Indenture, have delivered an Officers’ Certificate and an Opinion of Counsel stating that the execution of this Second Supplemental Indenture is authorized or permitted by the Indenture, that this Second Supplemental Indenture and the Guarantee of the Parent Guarantor constitutes its legal, valid, and binding obligation (subject to customary exceptions), and that all conditions precedent to its execution and delivery by the Trustee have been complied with; and

WHEREAS, all things necessary to make this Second Supplemental Indenture a valid agreement of the Issuers, the Guarantors, the Parent Guarantor and the Trustee in accordance with its terms have been done, and pursuant to Section 9.01 of the Indenture, the Parent Guarantor, the Issuers, the Guarantors and the Trustee are authorized to execute and deliver this Second Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parent Guarantor, the Guarantors the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of each other and the holders of the Securities as follows:

1.Defined Terms. As used in this Second Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals 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 Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section hereof.

2.Agreement to Guarantee. The Parent Guarantor hereby agrees, jointly and severally with all existing Guarantors, to fully and 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 perform all of the obligations and agreements of a Guarantor under the Indenture; provided, however, that the provisions of Section 11.02 (other than subsections 11.02(b)(iii) and 11.02(b)(iv), which shall continue to apply) of the Indenture shall not apply to the Parent Guarantor.

3.Notices. All notices or other communications to the Parent Guarantor shall be given as provided in Section 13.02 of the Indenture.

4.Ratification of Indenture; Supplemental Indentures 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 Second 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.

5.Governing Law. THIS SECONDSUPPLEMENTAL 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.

6.Trustee Makes No Representation. The Trustee shall not be responsible in any manner whatsoever for and makes no representation as to the validity or sufficiency of this Second Supplemental Indenture or the recitals contained herein, all of which are made solely by the Issuers, the Guarantors and the Parent Guarantor. All of the provisions contained in the Indenture

in respect of the rights, duties, liabilities or immunities of the Trustee shall be applicable in respect of this Second Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.

7.Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

8.Effect of Headings. The Section headings herein are for convenience of reference only and shall not effect the construction thereof.

[SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.

REXNORD CORPORATION
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 & Secretary

REXNORD LLC
BY:	/S/    Patricia M. Whaley
	Name: Patricia M. Whaley
	Title: Vice President, General Counsel & Secretary

THE FALK SERVICE CORPORATION

PRAGER INCORPORATED

PT COMPONENTS, INC.

RBS ACQUISITION CORPORATION

RBS CHINA HOLDINGS, L.L.C.

REXNORD INDUSTRIES, LLC

REXNORD INTERNATIONAL INC.

REXNORD-ZURN HOLDINGS, INC.

OEI, INC.

OEP, INC.

KRIKLES, INC.

ZURCO, INC.

ZURN INTERNATIONAL, INC.

ZURN PEX, INC.

ENVIRONMENTAL ENERGY COMPANY

HL CAPITALCORP.

SANITARY-DASH MANUFACTURING CO., INC.

ZURN INDUSTRIES, LLC

GA INDUSTRIES HOLDINGS, LLC

GA INDUSTRIES, LLC

RODNEY HUNT COMPANY, INC.

AMERICAN AUTOGARD LLC

BY:	/S/    Patricia M. Whaley
	Name: Patricia M. Whaley
	Title: Vice President, General Counsel & Secretary

WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE

BY:	/S/    Gregory S. Clarke
	Name: Gregory S. Clarke
	Title: Vice President

EX-10.1

Exhibit 10.1

INCREMENTAL ASSUMPTION AGREEMENT

INCREMENTAL ASSUMPTION AGREEMENT (this “Agreement”) dated as of April 18, 2012 relating to the Second Amended and Restated Credit Agreement dated as of March 15, 2012 (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 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 April 17, 2012 delivered pursuant to Section 2.21 of the Credit Agreement (the “Notice”) (a copy of which notice is attached as Exhibit A hereto), requested Incremental Revolving Facility Commitments in an aggregate principal amount of $85,000,000 (the “Revolving Facility Commitment Increase”); and

WHEREAS, each of the institutions listed on Schedule I hereto with an amount greater than $0.00 under the heading “Additional Revolving Commitment” (collectively, the “Increasing Revolving Lenders”) has agreed, on the terms and conditions set forth herein and in the Credit Agreement, to provide the amount of the Revolving Facility Commitment Increase set forth opposite its name under the heading “Additional Revolving Commitment” on Schedule I hereto (an “Additional Revolving Commitment”).

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.

SECTION 2.Revolving Facility Commitment Increase. Each Increasing Revolving Lender shall, with effect from the Incremental Facility Closing Date (as defined below), become an Incremental Revolving Facility Lender with an Incremental Revolving Facility Commitment in an amount equal to its Additional Revolving Commitment. Such Incremental Revolving Facility Commitment shall be a Revolving Facility Commitment.

SECTION 3.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 on and as of the date of the Notice and on and as of the Incremental Facility Closing 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 as of such earlier date);

(b)no Event of Default or Default was continuing on the date of the Notice and no Event of Default or Default has occurred and is continuing on and as of the Incremental Facility Closing Date after giving effect hereto and to any extension of credit requested to be made on the Incremental Facility Closing Date; and

(c)the Borrowers are in Pro Forma Compliance after giving effect to such Incremental Revolving Facility Commitments and the Revolving Loans to be made thereunder and the application of the proceeds therefrom, if any, as if made and applied on such date.

SECTION 4.Conditions. This Agreement shall become effective as of the first date (the “Incremental Facility Closing Date”) when each of the following conditions shall have been satisfied:

(a)the Administrative Agent shall have received from each Loan Party, each Increasing Revolving Lender 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 3 above shall be true and correct as of the date hereof;

(c)the Administrative Agent shall have received a certificate, dated the Incremental Facility Closing Date and executed by a Responsible Officer of the Borrowers, confirming the accuracy of the representations and warranties set forth in Section 3 above;

(d)the Administrative Agent shall have received, on behalf of itself, and the Increasing Revolving Lenders, a favorable written opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, special counsel for the Loan Parties, (A) dated the date hereof, (B) addressed to the Administrative Agent and the Increasing Revolving 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;

(e)the Administrative Agent shall have received board resolutions and other customary closing certificates and documentation consistent with those delivered on the Second Amendment Effective Date and such additional customary documents and filings as the Administrative Agent may reasonably require to assure that the Revolving Facility Loans in respect of the Incremental Revolving Facility Commitments contemplated hereby are secured by the Collateral ratably with the existing Term Loans and Revolving Facility Loans; and

(f)any fees and expenses (including reasonable fees, charges and disbursements of Davis Polk & Wardwell LLP) owing by the Borrowers to the Agents in connection herewith invoiced prior to the date hereof shall have been paid in full.

SECTION 5.Acknowledgment of Increasing Revolving Lenders. Each Increasing Revolving Lender expressly acknowledges that neither any of the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to such Increasing Revolving Lender. Each Increasing Revolving Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to provide its Incremental Revolving Facility Commitment hereunder and enter into this Agreement. Each Increasing Revolving Lender also represents that it will, independently and without reliance upon any 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 analysis, appraisals and decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Each Increasing Revolving Lender expressly acknowledges that prior to the date hereof, such Increasing Revolving Lender was a Lender under the Credit Agreement and remains subject to the terms of the Credit Agreement with respect to the increased Commitments contemplated herein, including, without limitation, under Section 8.06 of the Credit Agreement.

SECTION 6.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 7.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 Revolving Facility

Commitment Increase and any Loans or other extensions of credit made 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.

SECTION 8.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.

SECTION 9.Miscellaneous. This Agreement shall constitute a Loan Document for all purposes of the Credit Agreement. 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.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

RBS GLOBAL, INC.

CHASE ACQUISITION I, INC.

REXNORD LLC

REXNORD INDUSTRIES, LLC

PT COMPONENTS, INC.

RBS ACQUISITION CORPORATION

RBS CHINA HOLDINGS, L.L.C.

REXNORD INTERNATIONAL INC.

THE FLAK SERVICE CORPORATION

PRAGER INCORPORATED

REXNORD-ZURN HOLDINGS, INC.

ENVIRONMENTAL ENERGY COMPANY

HL CAPITAL CORP.

OEI, INC.

OEP, INC.

SANITARY-DASH MANUFACTURING CO., INC.

ZURCO, INC.

KRIKLES, INC.

ZURCO, INC.

ZURN INTERNATIONAL, INC.

ZURN INDUSTRIES, LLC

ZURN PEX, INC.

By:	/S/ Mark W. Peterson
	Name: Mark W. Peterson
	Title: Senior Vice President and Chief Financial Officier of each above-named entity

GA INDUSTRIES HOLDINGS, LLC

GA INDUSTIRES, LLC

RODNEY HUNT COMPANY, INC.

By:	/S/ Patricia M. Whaley
	Name: Patricia M. Whaley
	Title: Vice President, General Counsel & Secretary of each above-named entity

ADMINISTRATIVE AGENT
CREDIT SUISSE AG, CAYMAN ISLANDS
	BRANCH, as Administrative
	Agent

By:	/S/ Robert Hetu
	Name: Robert Hetu
	Title: Managing Director

By:	/S/ Kevin Buddhew
	Name: Kevin Buddhew
	Title: Associate

INCREASING REVOLVING

LENDER

[________________], as Increasing

Revolving Lender

By:
	Name:
	Title:

By:
	Name:
	Title:

[ Executed by each increasing revolving lender]

Schedule I

COMMITMENTS

Existing Revolving Facility Lender	Existing Revolving Commitment		Additional Revolving Commitment		Total Revolving Commitment
Credit Suisse AG, Cayman Islands Branch	$	25,000,000	$	21,500,000	$	46,500,000
Deutsche Bank AG	$	30,000,000	$	16,500,000	$	46,500,000
Merrill Lynch Capital Corporation	$	30,000,000	$	16,500,000	$	46,500,000
Goldman Sachs Lending Partners LLC	$	25,000,000	$	21,500,000	$	46,500,000
Barclays Bank PLC	$	20,000,000	$	4,000,000	$	24,000,000
Sumitomo Mitsui Banking Corporation	$	20,000,000	$	5,000,000	$	25,000,000
BMO Harris Bank, N.A.*	$	30,000,000	$	—	$	30,000,000
Total	$	180,000,000	$	85,000,000	$	265,000,000

*Indicates an Existing Revolving Facility Lender that is not an Increasing Revolving Lender

EXHIBIT A

Notice Requesting Incremental Revolving Facility Commitments

[SEE ATTACHED]

NOTICE REQUESTING INCREMENTAL REVOLVING FACILITY COMMITMENTS

Date: April 17, 2012

To: Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent”) under that certain Second Amended and Restated Credit Agreement dated as of March 15, 2012 (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 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 Incremental Revolving Facility Commitments in an amount set forth below to be made available under the Credit Agreement from the Increased Amount Date specified below.

1. Amount of the Incremental Revolving Facility        Commitments being requested:	$	85,000,000.00
2. Date on which such Incremental Revolving Facility         Commitments are requested to become effective         (the “Increased Amount Date”):	April 18, 2012

The Borrowers hereby further request that the Incremental Revolving Facility Commitments requested hereby be Revolving Loan Commitments for all purposes under the Credit Agreement from and after the Increased Amount Date.

[Signature page follows]

This Notice Requesting Revolving Facility Commitment Increase 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