RECITALSRegistration Rights Agreement • September 29th, 2006 • Altra Holdings, Inc. • New York
Exhibit 1.1 ALTRA HOLDINGS, INC. (a Delaware corporation) 10,000,000 Shares of Common Stock PURCHASE AGREEMENT Dated: [ , 2006] ALTRA HOLDINGS, INC. (a Delaware corporation) 10,000,000 Shares of Common Stock Par Value $0.001 Per Share PURCHASE AGREEMENTPurchase Agreement • December 12th, 2006 • Altra Holdings, Inc. • General industrial machinery & equipment • New York
RECITALSStockholders Agreement • November 3rd, 2006 • Altra Holdings, Inc. • General industrial machinery & equipment • New York
Exhibit 1.1 ALTRA HOLDINGS, INC. (a Delaware corporation) [__________] Shares of Common Stock PURCHASE AGREEMENT Dated: June [__], 2007 ALTRA HOLDINGS, INC. (a Delaware corporation) [__________] Shares of Common Stock (Par Value $0.001 Per Share)...Purchase Agreement • June 4th, 2007 • Altra Holdings, Inc. • General industrial machinery & equipment, nec • New York
RECITALSSubscription Agreement • September 29th, 2006 • Altra Holdings, Inc. • New York
WITNESSETH:Restricted Stock Award Agreement • December 4th, 2006 • Altra Holdings, Inc. • General industrial machinery & equipment
SECOND AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • December 4th, 2006 • Altra Holdings, Inc. • General industrial machinery & equipment
EXHIBIT 2.4 ASSET PURCHASE AGREEMENT BY AND BETWEEN BEAR LINEAR LLC, SELLER, DENNIS M. SCHREIER, ROBERT F. BAUCHIERO AND J. CHRIS ARVIDSON, COLLECTIVELY THE GUARANTORSAsset Purchase Agreement • September 29th, 2006 • Altra Holdings, Inc. • Illinois
FIRST AMENDMENT TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2006 • Altra Holdings, Inc. • General industrial machinery & equipment
WITNESSETH:Employment Agreement • December 8th, 2006 • Altra Holdings, Inc. • General industrial machinery & equipment
Exhibit 10.24 TRANSITION AGREEMENT This Transition Agreement (the "Agreement") is being entered into this __ day of __________, 2006 (the "Effective Date") by and between _________ and Altra Industrial Motion, Inc., its subsidiaries and affiliate...Transition Agreement • December 4th, 2006 • Altra Holdings, Inc. • General industrial machinery & equipment • Delaware
FIRST AMENDMENT TO THE ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • December 4th, 2006 • Altra Holdings, Inc. • General industrial machinery & equipment • New York
CREDIT AGREEMENT dated as of November 20, 2012, among ALTRA HOLDINGS, INC. and Certain of its Subsidiaries, as Borrowers, and The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC, WELLS FARGO...Credit Agreement • February 25th, 2013 • Altra Holdings, Inc. • General industrial machinery & equipment, nec • New York
CREDIT AGREEMENT (this “Agreement”) dated as of November 20, 2012, among ALTRA HOLDINGS, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company from time to time party hereto pursuant to Section 2.23 (each, a “Designated Borrower” and, together with the Company, the “Borrowers” and each, a “Borrower”), the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
INDENTURE Dated as of October 1, 2018 STEVENS HOLDING COMPANY, INC. THE GUARANTORS FROM TIME TO TIME PARTY THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 6.125% Senior Notes due 2026Indenture • October 1st, 2018 • Altra Industrial Motion Corp. • General industrial machinery & equipment, nec • New York
INDENTURE dated as of October 1, 2018, among STEVENS HOLDING COMPANY, INC., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (the “Trustee”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 22, 2015, among ALTRA INDUSTRIAL MOTION CORP. and Certain of its Subsidiaries, as Borrowers, and The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • February 26th, 2016 • Altra Industrial Motion Corp. • General industrial machinery & equipment, nec • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of October 22, 2015, among ALTRA INDUSTRIAL MOTION CORP., a Delaware corporation (f/k/a Altra Holdings, Inc., a Delaware corporation) (the “Company”), certain Subsidiaries of the Company from time to time party hereto pursuant to Section 2.23 (each, a “Designated Borrower” and, together with the Company, the “Borrowers” and each, a “Borrower”), the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
ALTRA HOLDINGS, INC. as Issuer the GUARANTORS party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of March 7, 2011 2.75% Convertible Senior Notes due 2031Indenture • March 7th, 2011 • Altra Holdings, Inc. • General industrial machinery & equipment, nec • New York
INDENTURE dated as of March 7, 2011, among ALTRA HOLDINGS, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) each of the Guarantors party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”, as more fully set forth in Section 1.01).
AGREEMENT AND PLAN OF MERGER By and Among REGAL REXNORD CORPORATION, ASPEN SUB, INC. and ALTRA INDUSTRIAL MOTION CORP. Dated as of October 26, 2022Merger Agreement • October 27th, 2022 • Altra Industrial Motion Corp. • General industrial machinery & equipment, nec • New York
This AGREEMENT AND PLAN OF MERGER, dated as of October 26, 2022 (this “Agreement”), is by and among Regal Rexnord Corporation, a Wisconsin corporation (“Parent”), Aspen Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Altra Industrial Motion Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 8.12.
EXHIBIT 10.9 FORMSPRAG LLC AND UAW LOCAL 155-LABOR AGREEMENT EXPIRES 12:01 A.M. JUNE 2, 2008 TABLE OF CONTENTSLabor Agreement • September 29th, 2006 • Altra Holdings, Inc.
BASIC AGREEMENT BETWEEN Warner Electric, LLC and United Steelworkers and Local Union No. 3245 For Contract Years May 17, 2006 through February 1, 2009Basic Agreement • September 29th, 2006 • Altra Holdings, Inc.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 6, 2013, among ALTRA INDUSTRIAL MOTION CORP. and Certain of its Subsidiaries, as Borrowers, and The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN...Credit Agreement • February 26th, 2014 • Altra Industrial Motion Corp. • General industrial machinery & equipment, nec • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of December 6, 2013, among ALTRA INDUSTRIAL MOTION CORP., a Delaware corporation (f/k/a Altra Holdings, Inc., a Delaware corporation) (the “Company”), certain Subsidiaries of the Company from time to time party hereto pursuant to Section 2.23 (each, a “Designated Borrower” and, together with the Company, the “Borrowers” and each, a “Borrower”), the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
ALTRA INDUSTRIAL MOTION CORP. Altra Industrial Motion Corp. 2014 Omnibus Incentive Plan Performance Share Award AgreementPerformance Share Award Agreement • February 26th, 2021 • Altra Industrial Motion Corp. • General industrial machinery & equipment, nec • Delaware
This Performance Share Award Agreement (this “Agreement”), granted under the Altra Industrial Motion Corp. 2014 Omnibus Incentive Plan, as amended (the “Plan”), is effective as of «Date_of_Grant», and is made between Altra Industrial Motion Corp., a Delaware corporation (the “Company”), and «First_Name» «Last_Name» (the “Participant”). This Agreement is subject to all of the terms and conditions as set forth herein and in the Plan.
EMPLOYEE MATTERS AGREEMENT by and among FORTIVE CORPORATION, STEVENS HOLDING COMPANY, INC. and ALTRA INDUSTRIAL MOTION CORP. dated as of March 7, 2018Employee Matters Agreement • May 9th, 2018 • Altra Industrial Motion Corp. • General industrial machinery & equipment, nec • Delaware
This Employee Matters Agreement (this “Agreement”) is dated as of March 7, 2018, by and among Fortive Corporation, a Delaware corporation (“Fox”), Stevens Holding Company, Inc., a Delaware corporation and wholly owned Subsidiary of Fox (“Newco”), and Altra Industrial Motion Corp., a Delaware corporation (“Ainge”) (each a “Party” and together, the “Parties”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 1st, 2018 • Altra Industrial Motion Corp. • General industrial machinery & equipment, nec • Delaware
This Transition Services Agreement (together with the Service Schedules hereto, the “TSA”) is made as of October 1, 2018 (the “Effective Date”) by and among Fortive Corporation, a Delaware corporation (“Fox”), Stevens Holding Company, Inc., a Delaware corporation (together with its successors and assigns, “Newco”), and Altra Industrial Motion Corp., a Delaware corporation (“Ainge”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • March 9th, 2010 • Altra Holdings, Inc. • General industrial machinery & equipment, nec • New York
WHEREAS, pursuant to the terms of that certain Indenture, dated as of November 25, 2009 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among Altra Holdings, Inc. (“Holdings”), the guarantors party thereto and the Collateral Agent, the Holders will purchase the Notes issued by Holdings;
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2012 • Altra Holdings, Inc. • General industrial machinery & equipment, nec • Massachusetts
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 5, 2012 (the “Effective Date”), is entered into among Altra Holdings, Inc., a Delaware corporation, (“Holdings”) Altra Industrial Motion, Inc., a Delaware owned subsidiary of Holdings (“Altra,” and together with Holdings, the “Companies”), and Christian Storch (“Executive”). This Agreement amends and restates in its entirety that certain Employment Agreement, dated as of December 14, 2007 among Holdings, Altra and the Executive. Certain capitalized terms used in this Agreement are defined in Section 12 hereof.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 27th, 2017 • Altra Industrial Motion Corp. • General industrial machinery & equipment, nec • New York
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) is made and entered into as of October 20, 2016, by and among ALTRA INDUSTRIAL MOTION CORP., a Delaware corporation (the “Company”), ALTRA INDUSTRIAL MOTION NETHERLANDS B.V., a private company with limited liability, incorporated and existing under the laws of the Netherlands (“Altra B.V.”) any other Designated Borrower as of the date hereof (together with the Company, collectively, the “Borrowers”), the Subsidiary Guarantors as of the date hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, as Joint Lead Arranger and Joint Bookrunner, WELLS FARGO BANK, N.A., as Joint Lead Arranger and Joint Bookrunner, KEYBANK NATIONAL ASSOCIATION, as Joint Lead Arranger and Joint Bookrunner, certain lender parties signatory hereto (each, an “Increase Lender” and collectively the “Increase Lenders”), and certain Lenders constituting Required Lenders as of the date hereof.
PATENT SECURITY AGREEMENTPatent Security Agreement • March 9th, 2010 • Altra Holdings, Inc. • General industrial machinery & equipment, nec • New York
WHEREAS, pursuant to the terms of that certain Indenture, dated as of November 25, 2009 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among Altra Holdings, Inc. (“Holdings”), the guarantors party thereto and the Collateral Agent, the Holders will purchase the Notes issued by Holdings;
INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT among JPMORGAN CHASE BANK, N.A., as Senior Agent, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Collateral Agent, ALTRA HOLDINGS, INC., ALTRA INDUSTRIAL MOTION, INC., and certain of...Intercreditor and Lien Subordination Agreement • March 9th, 2010 • Altra Holdings, Inc. • General industrial machinery & equipment, nec • New York
THIS INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT dated as of November 25, 2009 (this “Agreement”) is made by and among JPMORGAN CHASE BANK, N.A., as senior agent (the “Original Senior Agent”) under and pursuant to the Original Credit Agreement (as hereinafter defined), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (“BNY Mellon”), in its capacity as collateral agent under the Indenture Agreements (as hereinafter defined) (in such capacity, the “Collateral Agent”), BNY Mellon, as Trustee under the Indenture Agreements (in such capacity, the “Trustee”), Altra Holdings, Inc., a Delaware corporation (“Parent”), Altra Industrial Motion, Inc., a Delaware corporation (“Company”), those certain subsidiaries of Company identified as Borrowers on the signature pages hereto (collectively with Company, the “Borrowers”) and those certain subsidiaries of Company identified as Guarantors on the signature pages hereto (collectively with Parent, the “Guarantors”).
SEPARATION AND DISTRIBUTION AGREEMENT by and among FORTIVE CORPORATION STEVENS HOLDING COMPANY, INC. and ALTRA INDUSTRIAL MOTION CORP. dated as of March 7, 2018Separation and Distribution Agreement • March 9th, 2018 • Altra Industrial Motion Corp. • General industrial machinery & equipment, nec • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of March 7, 2018 by and among: (i) Fortive Corporation, a Delaware corporation (“Fox”); (ii) Stevens Holding Company, Inc., a Delaware corporation and wholly owned Subsidiary of Fox (“Newco”); and (iii) Altra Industrial Motion Corp., a Delaware corporation (“Ainge”) (each a “Party” and together, the “Parties”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Section 10.
INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENTIntellectual Property Cross-License Agreement • October 1st, 2018 • Altra Industrial Motion Corp. • General industrial machinery & equipment, nec
THIS INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”) is made as of October 1, 2018 (the “Effective Date”) by and between Fortive Corporation, a Delaware corporation (“Fortive”), Altra Industrial Motion Corp, a Delaware corporation (“Altra”), on behalf of itself and its Subsidiaries, including Stevens Holding Company, Inc., a Delaware corporation (“Newco”) and the Direct Sales Purchasers (as defined below). Altra and Fortive are collectively referred to herein as the “Parties” and each individually referred to herein as a “Party.” Capitalized terms used herein without being defined in this Agreement shall have the respective meanings given such terms in the Separation and Distribution Agreement, dated as of March 7, 2018 (as amended, modified or supplemented from time to time in accordance with its terms, the “Distribution Agreement”), by and between Fortive, Newco and Altra.
ALTRA INDUSTRIAL MOTION CORP. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • July 24th, 2020 • Altra Industrial Motion Corp. • General industrial machinery & equipment, nec • Delaware
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) is made as of «Date_of_Grant» (the “Date of Grant”), by and between Altra Industrial Motion Corp., a Delaware corporation (the “Company”), and «First_Name» «Last_Name» (the “Participant”). This Agreement is subject to all of the terms and conditions as set forth herein and in the Company’s 2014 Omnibus Incentive Plan, as amended (the “Plan”), which is incorporated herein by reference. Any capitalized term not herein defined shall have the meaning as set forth in the Plan.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 9th, 2010 • Altra Holdings, Inc. • General industrial machinery & equipment, nec • New York
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, the “Security Agreement”) is entered into as of November 25, 2009 by and between ALTRA HOLDINGS, INC., a Delaware corporation (“Holdings”), ALTRA INDUSTRIAL MOTION, INC., a Delaware corporation, the other Subsidiaries of Holdings named on the signature pages hereto (each a “Grantor”, and collectively, the “Grantors”), and The Bank of New York Mellon Trust Company, N.A., in its capacity as collateral agent (the “Collateral Agent”) for the benefit of itself and the Holders.
ALTRA INDUSTRIAL MOTION CORP. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 24th, 2020 • Altra Industrial Motion Corp. • General industrial machinery & equipment, nec • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made as of «Date_of_Grant» (the “Date of Grant”), by and between Altra Industrial Motion Corp., a Delaware corporation (the “Company”), and «First_Name» «Last_Name» (the “Participant”). This Agreement is subject to all of the terms and conditions as set forth herein and in the Company’s 2014 Omnibus Incentive Plan (the “Plan”), as amended, which is incorporated herein by reference.
TAX MATTERS AGREEMENT by and among Fortive Corporation, Stevens Holding Company, Inc. and Altra Industrial Motion Corp. Dated as of October 1, 2018Tax Matters Agreement • October 1st, 2018 • Altra Industrial Motion Corp. • General industrial machinery & equipment, nec
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 1, 2018, is by and among Fortive Corporation, a Delaware corporation (“Fox”), Stevens Holding Company, Inc., a Delaware corporation (“Newco”), and Altra Industrial Motion Corp., a Delaware corporation (“Ainge”). Each of Fox, Newco and Ainge is sometimes referred to herein as a “Party” and, collectively, as the “Parties”.
ALTRA INDUSTRIAL MOTION CORP. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 24th, 2020 • Altra Industrial Motion Corp. • General industrial machinery & equipment, nec • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of «Date_of_Grant» (the “Date of Grant”), by and between Altra Industrial Motion Corp., a Delaware corporation (the “Company”), and «First_Name» «Last_Name» (the “Participant”). This Agreement is subject to all of the terms and conditions as set forth herein and in the Company’s 2014 Omnibus Incentive Plan, as amended (the “Plan”), which is incorporated herein by reference.
