WITNESSETH:Security Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
EXHIBIT 4.15 ALTRA INDUSTRIAL MOTION, INC. 9% SENIOR SECURED NOTES DUE 2011 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
WITNESSETH:TB Wood's INC • May 8th, 2007 • General industrial machinery & equipment, nec
WITNESSETH:TB Wood's INC • May 8th, 2007 • General industrial machinery & equipment, nec • New York
EXHIBIT 1.2 ALTRA INDUSTRIAL MOTION, INC. 9% SENIOR SECURED NOTES DUE 2011 PURCHASE AGREEMENTPurchase Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
WITNESSETH:TB Wood's INC • May 8th, 2007 • General industrial machinery & equipment, nec
WITNESSETH:Trademark Security Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec
WITNESSETH:Patent Security Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec
ALTRA HOLDINGS, INC. 81/8% Senior Secured Notes due 2016 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 2nd, 2010 • TB Wood's INC • General industrial machinery & equipment, nec • New York
Altra Holdings, Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. and the other initial purchasers listed on Schedule I to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement, dated November 16, 2009, by and among the Company, the Initial Purchasers and the guarantors named therein (the “Purchase Agreement”), $210,000,000 aggregate principal amount of 81/8% Senior Secured Notes due 2016 issued by the Company (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors (as defined below) agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
BY AND AMONGCredit Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
WITNESSETH:Intercompany Subordination Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
ALTRA HOLDINGS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 81/8% SENIOR SECURED NOTES DUE 2016 INDENTURE Dated as of November 25, 2009 The Bank of New York Mellon Trust Company, N.A. Trustee and Collateral AgentTB Wood's INC • February 2nd, 2010 • General industrial machinery & equipment, nec • New York
INDENTURE dated as of November 25, 2009 among Altra Holdings, Inc., a Delaware corporation, the Guarantors (as defined herein) and The Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent.
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
Altra Industrial Motion, Inc., a Delaware corporation (the “Company”), American Enterprises MPT Corp., American Enterprises MPT Holdings, L.P., Ameridrives International, L.P., Boston Gear LLC, Formsprag LLC, Inertia Dynamics, LLC, The Kilian Company, Kilian Manufacturing Corporation, Nuttall Gear L L C, Plant Engineering Consultants, LLC, TB Wood’s Corporation, TB Wood’s Enterprises, TB Wood’s Incorporated, Warner Electric LLC, Warner Electric Technology LLC, and Warner Electric International Holding, Inc. (collectively, the “Guarantors”) propose to make an offer (the “Exchange Offer”) to exchange all of the Company’s outstanding 9% Senior Secured Notes due 2011 (the “Original Notes”) for an equal amount of 9% Senior Secured Notes due 2011 that have been registered under the Securities Act of 1933, as amended (the “Registered Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2007 (the “Prospectus”), proposed to be
EXHIBIT 10.39 AMENDED AND RESTATED INTERCREDITOR AND LIEN SUBORDINATION AGREEMENTIntercreditor and Lien Subordination Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
OPERATING AGREEMENT OF PLANT ENGINEERING CONSULTANTS, LLC A TENNESSEE LIMITED LIABILITY COMPANYOperating Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • Tennessee
