Exhibit 99.3
ASSIGNMENT AND ASSUMPTION
AGREEMENT
This Assignment and Assumption
Agreement, dated as of May 16, 2005, by and between Rexnord
Corporation, a Delaware corporation (“Assignor”)
and Rexnord Industries, Inc., a Delaware corporation and
wholly-owned subsidiary of Assignor (“Assignee”).
Each capitalized term used but not defined herein shall have the
meaning ascribed to such term in the Stock Purchase Agreement (as
defined below).
W I T N E S S E T H:
WHEREAS, Assignor entered into a
Stock Purchase Agreement dated as of April 5, 2005 (the
“ Stock Purchase Agreement ”), by and among The
Falk Corporation (the “Company”), Hamilton Sundstrand
Corporation (“Seller”) and Assignor to acquire all of
the issued and outstanding Shares of the Company from Seller, on
the terms and subject to the conditions set forth
therein;
WHEREAS, in accordance with
Section 1.2(b)(iii) of the Stock Purchase Agreement,
Seller agreed to deliver at Closing two (2) guarantees (the
“Guarantees”) executed by United Technologies
Corporation in favor of Assignor, and Assignor expects to receive
from Seller such Guarantees at the Closing;
WHEREAS, in connection with the
Stock Purchase Agreement, Assignor entered into an Agreement
relating to employee benefits dated as of April 5, 2005, (the
“ Employee Benefits Side Agreement ”), by and
among the Company, Seller and Assignor;
WHEREAS, pursuant to
Section 10.6(c) of the Stock Purchase Agreement, Assignor
may assign its rights under the Stock Purchase Agreement to an
Affiliate subject to the conditions set forth in such
provision;
WHEREAS, pursuant to paragraph 4 of
each of the Guarantees, Assignor may assign its rights under the
Guarantees to any of Assignor’s wholly-owned Subsidiaries
subject to the conditions set forth in such provision;
WHEREAS, the Employee Benefits Side
Agreement does not restrict Assignor’s right to assign its
rights under such agreement;
WHEREAS, Assignor wishes to assign
all of its right, title, interest and obligations in, to and under
the Stock Purchase Agreement to Assignee, and Assignee wishes to
accept such rights and obligations, on the t
