Altra Industrial Motion, Inc. 9% Senior Secured Notes due 2011 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2005 • Boston Gear LLC • New York
ALTRA INDUSTRIAL MOTION, INC., a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated November 22, 2004, by and among the Company, the Initial Purchaser and the subsidiary guarantors named therein (the “Purchase Agreement”), $165,000,000 aggregate principal amount of 9% Senior Secured Notes due 2011 issued by the Company (the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the subsidiary guarantors listed in the signature pages hereto agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • September 30th, 2005 • Boston Gear LLC • General industrial machinery & equipment, nec • New York
Altra Industrial Motion, Inc. a Delaware corporation (the “Company”) and American Enterprises MPT Corp., American Enterprises MPT Holdings, L.P., Ameridrives International, L.P., Boston Gear LLC, Formsprag LLC, The Kilian Company, Kilian Manufacturing Corporation, Nuttall Gear L L C, Warner Electric LLC, Warner Electric Technology LLC, and Warner Electric International Holding, Inc. (the “Guarantors” and together with the Company, the “Issuers”) propose to make an offer (the “Exchange Offer”) to exchange all of outstanding 9% Senior Secured Notes due 2011 (the “Original Notes”) for its 9% Senior Secured Notes due 2011 (the “Registered Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2005 (the “Prospectus”), proposed to be distributed to all record holders of the Original Notes. The Original Notes and the Registered Notes are collectively referred to herein as the “Securities”.
INDENTURE, Dated as of November 30, 2004, among ALTRA INDUSTRIAL MOTION INC., as Issuer, THE GUARANTORS NAMED HEREIN, as Guarantors, and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee and as Collateral Agent 9% SENIOR SECURED NOTES DUE 2011Indenture • May 16th, 2005 • Boston Gear LLC • New York
INDENTURE, dated as of November 30, 2004, among Altra Industrial Motion, a Delaware corporation (the “Company”), the Guarantors (as herein defined) and The Bank of New York Trust Company, N.A., as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”).
CREDIT AGREEMENT by and among ALTRA INDUSTRIAL MOTION, INC. as Parent, and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger and...Credit Agreement • May 16th, 2005 • Boston Gear LLC • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of November 30, 2004, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and ALTRA INDUSTRIAL MOTION, INC., a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (Parent and such Subsidiaries are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2005 • Boston Gear LLC • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 12, 2005 (the “Effective Date”), is entered into among Altra Holdings, Inc., a Delaware corporation (“Holdings”), Altra Industrial Motion, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (the “Company”), and David A. Wall (“Executive”). Certain capitalized terms used in this Agreement are defined in Section 12 hereof.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NUTTALL GEAR LLCLimited Liability Company Agreement • May 16th, 2005 • Boston Gear LLC • Delaware
INTERCREDITOR AND LIEN SUBORDINATION AGREEMENTIntercreditor and Lien Subordination Agreement • May 16th, 2005 • Boston Gear LLC • New York
THIS INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT dated as of November 30, 2004 (this “Agreement”) is made by and among WELLS FARGO FOOTHILL, INC., as senior agent (the “Original Senior Agent”) under and pursuant to the Credit Agreement (as hereinafter defined), THE BANK OF NEW YORK TRUST COMPANY, N.A. (“BNY”), in its capacity as collateral agent under the Indenture Loan Documents (as hereinafter defined) (in such capacity, the “Collateral Agent”), BNY as Trustee under the Indenture Loan Documents (in such capacity, the “Trustee”), Altra Industrial Motion, Inc., a Delaware corporation (“Parent” ), those certain subsidiaries of Parent identified as Borrowers on the signature pages hereto (collectively with Parent, the “Borrowers”) those certain subsidiaries of Parent identified as Guarantors on the signature pages hereto (collectively with Parent, the “Guarantors”).
GENSTAR CAPITAL, L.P. FOUR EMBARCADERO CENTER, SUITE 1900 SAN FRANCISCO, CA 94111 NOVEMBER 30, 2004Advisory Services Agreement • May 16th, 2005 • Boston Gear LLC • New York
This letter serves to confirm our retention by Altra Holdings, Inc. (the “Company” or “you”) to provide management, consulting and financial services to the Company as follows:
Shenzen Lease Agreement (English Language Summary)Lease Agreement • May 16th, 2005 • Boston Gear LLC
Location/ Property Leased: Songshan Industrial Zone, Bogang Village. Shajing Town, Baoan District Shenzhen City Guangdong Province PRC
ALTRA HOLDINGS, INC RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 16th, 2005 • Boston Gear LLC • New York
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made as of , by and between Altra Holdings, Inc., a Delaware corporation (the “Company”), and (the “Participant”). This Agreement is subject to all of the terms and conditions as set forth herein and in the Company’s 2004 Equity Incentive Plan (the “Plan”), which is incorporated herein by reference.
LIMITED LIABILITY COMPANY AGREEMENT OF FORMSPRAG LLCLimited Liability Company Agreement • May 16th, 2005 • Boston Gear LLC • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is entered into as of June 14, 2002, by Ameridrives International, L.P., a Delaware limited partnership (“Ameridrives”), Warner Electric, Inc., a Delaware corporation (“Warner”), and any other persons or entities who shall in the future execute and deliver this Agreement pursuant to the provisions hereof shall hereinafter collectively be referred to as the “Members.”
Heidelberg Lease Agreement (English Language Summary)Lease Agreement • May 16th, 2005 • Boston Gear LLC
Additional Terms: Mr Bohnenstiel and/or Mr. Bandel (former owners of Stieber GmbH) have an option to buy Carola Grundstücksverwaltungs Gmbh which may only be exercised in the calendar year 2005.
LLC PURCHASE AGREEMENTLLC Purchase Agreement • May 16th, 2005 • Boston Gear LLC • Delaware
THIS LLC PURCHASE AGREEMENT (this “Agreement”) is dated as of October 25, 2004, by and among Warner Electric Holding, Inc., a Delaware corporation (“Seller”), Colfax Corporation, a Delaware corporation and parent of Seller (“Colfax”) and CPT Acquisition Corp., a Delaware corporation (“Buyer”).
Agreement Between Wichita Falls Facility Warner Electric, LLC International Association of Machinists & Aerospace Workers A.F.L. – C.I.O. and Aeronautical Industrial District Lodge 776 Local Lodge 2771Collective Bargaining Agreement • May 16th, 2005 • Boston Gear LLC
This agreement has been made and entered into this 9th day of August, 2004, by and between the Wichita Falls Plant, Warner Electric LLC. Wichita Falls, Texas, hereafter referred to as the “Company”, and the International Association of Machinists and Aerospace Workers, AFL-CIO, and Aeronautical Industrial District Lodge 776, Local Lodge 2771, hereafter referred to as the “Union”.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 16th, 2005 • Boston Gear LLC • Delaware
WHEREAS, Holdings (formerly CPT Acquisition Corp.), Warner Electric Holding, Inc. (“Warner”) and Colfax Corporation (“Colfax” and, together with Warner, the “Sellers”) have entered into that certain LLC Purchase Agreement, dated as of October 25, 2004 (the “LLC Purchase Agreement”), pursuant to which the parties contemplated that Holdings would acquire all of the limited liability company interests of Power Transmission Holding LLC (“PT Holding”) from Sellers;
TRANSITION AGREEMENTTransition Agreement • May 16th, 2005 • Boston Gear LLC • Virginia
This Transition Agreement (the “Agreement”) is being entered into this day of May, 2004 (the “Effective Date”) by and between [insert name] and Colfax Corporation, its subsidiaries, and affiliate companies (collectively, the “Company”).
TRADEMARKS AND TECHNOLOGY LICENSE AGREEMENTTrademark and Technology License Agreement • May 16th, 2005 • Boston Gear LLC
This TRADEMARKS AND TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) is entered into this 30th day of November, 2004 (“Effective Date”) by and among Colfax Corporation, a Delaware corporation (“Colfax”), Altra Holdings, Inc., a Delaware corporation (formerly known as CPT Acquisition Corp., a Delaware corporation) (“Altra Holdings”) and Altra Industrial Motion, Inc., a Delaware corporation (formerly known as Power Transmission Holding, LLC, a Delaware limited liability company) (“Altra Industrial Motion”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 16th, 2005 • Boston Gear LLC • Delaware
THIS AGREEMENT is made this 30th day of November, 2004, by and between Altra Industrial Motion, Inc., a Delaware corporation (the “Company”), and Altra Holdings, Inc., a Delaware corporation (the “Purchaser”).
AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ENTERPRISES MPT HOLDINGS, L.P.Limited Partnership Agreement • May 16th, 2005 • Boston Gear LLC • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of December 9, 1996 (the “Agreement”), is entered into by and between Capital Yield Corp., a Delaware corporation (the “General Partner”) and the individuals who are executing this Agreement as Limited Partners (such persons and anyone who in the future may be admitted to the Partnership as a limited partner in accordance with this Agreement are hereafter referred to collectively as the “Limited Partners” and individually each as a “Limited Partner”).
BASIC AGREEMENT BETWEEN Warner Electric, LLC and United Steelworkers of America and Local Union No. 3245 For Contract Years January 30, 2005 through February 3, 2008Basic Agreement • May 16th, 2005 • Boston Gear LLC
• Safety is our first priority. Safety concerns must be managed before other business concerns can be successfully accomplished.
165,000,000 Altra Industrial Motion, Inc. 9% Senior Secured Notes due 2011 PURCHASE AGREEMENTPurchase Agreement • May 16th, 2005 • Boston Gear LLC • New York
Altra Industrial Motion, Inc., a Delaware corporation (the “Company”), and the Guarantors (as hereinafter defined) hereby agree with you as follows:
LIMITED LIABILITY COMPANY AGREEMENT OF BOSTON GEAR LLCLimited Liability Company Agreement • May 16th, 2005 • Boston Gear LLC • Delaware
LEASELease • May 16th, 2005 • Boston Gear LLC • New York
THIS LEASE, made as of the 1st day of April 1993, by and between Textron ~Inc., a Delaware corporation, having an office at 40 Westminster Street, Providence, Rhode Island 02903 (“Lessor”) and Nuttall Gear Corporation, a Delaware corporation, P.O. Box 1032, Niagara Falls, NY 14302 (“Lessee”),
LEASE AGREEMENT between OLDS PROPERTIES CORPORATION and JOHN H.O. La GATTA as Landlord, and WARNER ELECTRIC COMPANY as Tenant Date: January 29, 2003Lease Agreement • May 16th, 2005 • Boston Gear LLC • North Carolina
SECURITY AGREEMENTSecurity Agreement • May 16th, 2005 • Boston Gear LLC • New York
This SECURITY AGREEMENT (this “Agreement”) is made this 30th day of November, 2004, among Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO FOOTHILL, INC., in its capacity as administrative agent for the Lender Group and the Bank Product Providers (together with its successors and assigns in such capacity, “Agent”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 16th, 2005 • Boston Gear LLC
This TRANSITION SERVICES AGREEMENT (“Agreement”) is entered into as of this 30th day of November 2004 by and among Warner Electric Holding, Inc., a Delaware corporation (“Seller”), Colfax Corporation, a Delaware corporation and parent of Seller (“Colfax,” and together with Seller, the “Service Providers”), and Altra Industrial Motion, Inc., a Delaware corporation (“Buyer”).
PATENT SECURITY AGREEMENTPatent Security Agreement • May 16th, 2005 • Boston Gear LLC
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 30th day of November, 2004, among the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO FOOTHILL, INC., in its capacity as administrative agent for the Lender Group and the Bank Product Providers (together with its successors and assigns in such capacity, “Agent”).
AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ENTERPRISES MPT, L.P.Limited Partnership Agreement • May 16th, 2005 • Boston Gear LLC • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of the December 9, 1996 (the “Agreement”), by and between American Enterprises MPT Corp., a Delaware corporation (the “General Partner”) and American Enterprises MPT Holdings, L.P., a Delaware limited partnership (the “Limited Partner”).
Formsprag Clutch and UAW Local 155 – Labor Agreement Expires 12:01 a.m. 12/6/2004Labor Agreement • May 16th, 2005 • Boston Gear LLC
Garching Lease Agreement (English Language Summary)Lease Agreement • May 16th, 2005 • Boston Gear LLC
DATED AS OF THE 4th DAY OF November, 1994 ONTARIO NET INDUSTRIAL SINGLE LEASE BETWEEN SLOUGH ESTATES CANADA LIMITED AS LANDLORD - and - KILIAN MANUFACTURING, a division of INGERSOLL-RAND CANADA INC. AS TENANT BUILDING NO. 703 ADDRESS: 413 Horner...Lease Agreement • May 16th, 2005 • Boston Gear LLC
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • May 16th, 2005 • Boston Gear LLC
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 30th day of November, 2004, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO FOOTHILL, INC., in its capacity as Agent for the Lender Group and the Bank Product Providers (together with its successors and assigns in such capacity, “Agent”).
ContractLease • May 16th, 2005 • Boston Gear LLC • Delaware
THIS LEASE is dated as of February 13,2004 between the Landlord and the Tenant named below, and is of space in the Building described below.
