EXHIBIT 10.41
PATENT SECURITY AGREEMENT
This PATENT SECURITY AGREEMENT (this "Patent Security Agreement") is made
this 5th day of April, 2007, among the Grantors listed on the signature pages
hereof (collectively, jointly and severally, "Grantors" and each individually
"Grantor"), and XXXXX 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").
WITNESSETH:
WHEREAS, pursuant to that certain Credit Agreement dated of November 30,
2004 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, including all exhibits and schedules thereto, the
"Credit Agreement") among Altra Industrial Motion, Inc., a Delaware corporation
("Parent"), each of its Subsidiaries identified on the signature pages thereof
(Parent and such Subsidiaries, "Borrowers"), the lenders party thereto as
"Lenders" ("Lenders"), and Agent, the Lender Group agreed to make certain
financial accommodations available to Borrowers from time to time pursuant to
the terms and conditions thereof;
WHEREAS, the members of Lender Group are willing to make the financial
accommodations to Borrowers as provided for in the Credit Agreement, but only
upon the condition, among others, that the Grantors shall have executed and
delivered to Agent, for the benefit of the Lender Group and the Bank Product
Providers, that certain Security Agreement dated as of November 30, 2004
(including all annexes, exhibits or schedules thereto, as from time to time
amended, restated, amended and restated, supplemented or otherwise modified, the
"Security Agreement"); and
WHEREAS, pursuant to the Security Agreement, Grantors are required to
execute and deliver to Agent, for the benefit of the Lender Group and the Bank
Product Providers, this Patent Security Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Grantor hereby agrees as
follows:
1. DEFINED TERMS. All capitalized terms used but not otherwise defined
herein have the meanings given to them in the Security Agreement and/or the
Credit Agreement.
2. GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Each Grantor hereby
grants to Agent, for the benefit of the Lender Group and the Bank Product
Providers, a continuing first priority security interest (subject to Permitted
Liens) in all of such Grantor's right, title and interest in, to and under the
following, whether presently existing or hereafter created or acquired
(collectively, the "Patent Collateral"):
(a) all of its Patents and rights in and to Patent Intellectual
Property Licenses to which it is a party including those referred to on Schedule
I hereto;
(b) all reissues, continuations, continuations-in-part, substitutes,
extensions or renewals of, and improvements on, the foregoing; and
(c) all products and proceeds of the foregoing, including, without
limitation, any claim by such Grantor against third parties for past, present or
future infringement of any Patent.
3. SECURITY AGREEMENT. The security interests granted pursuant to this
Patent Security Agreement are granted in conjunction with the security interests
granted to Agent, for the benefit of the Lender
Group and the Bank Product Providers, pursuant to the Security Agreement. Each
Grantor hereby acknowledges and affirms that the rights and remedies of Agent
with respect to the security interest in the Patent Collateral made and granted
hereby are more fully set forth in the Security Agreement, the terms and
provisions of which are incorporated by reference herein as if fully set forth
herein.
4. AUTHORIZATION TO SUPPLEMENT. Grantors hereby authorize Agent
unilaterally to modify this Agreement by amending Schedule I to include any
patentable inventions or applications therefor which become part of the Patent
Collateral under the Security Agreement. Notwithstanding the foregoing, no
failure to so modify this Patent Security Agreement or amend Schedule I shall in
any way affect, invalidate or detract from Agent's continuing security interest
in all Collateral, whether or not listed on Schedule I.
5. COUNTERPARTS. This Patent Security Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
such separate counterparts shall together constitute but one and the same
instrument. Any signatures delivered by a party by facsimile transmission or by
e-mail transmission shall be deemed an original signature hereto.
[SIGNATURE PAGES FOLLOW]
2
IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement
to be executed and delivered by its duly authorized officer as of the date first
set forth above.
GRANTORS: XX XXXX'X INCORPORATED,
a Pennsylvania corporation, as a Grantor
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
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Title: VP, CFO and Corporate Secretary
---------------------------------
PLANT ENGINEERING CONSULTANTS, LLC,
a Tennessee limited liability company,
as a Grantor
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
----------------------------------
Title: VP, CFO and Corporate Secretary
---------------------------------
XX XXXX'X ENTERPRISES, INC.,
a Delaware corporation, as a Grantor
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
----------------------------------
Title: VP, CFO and Corporate Secretary
---------------------------------
XX XXXX'X CORPORATION,
a Delaware corporation, as a Grantor
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
----------------------------------
Title: VP, CFO and Corporate Secretary
---------------------------------
SIGNATURE PAGE OF PATENT SECURITY AGREEMENT
AGENT: XXXXX FARGO FOOTHILL, INC.,
a California corporation, as Agent
By: /s/ Xxxxxxx X. Xxxx, Xx.
------------------------------------
Name: Xxxxxxx X. Xxxx, Xx.
----------------------------------
Title: Vice President
---------------------------------
SIGNATURE PAGE OF PATENT SECURITY AGREEMENT
SCHEDULE I
TO
PATENT SECURITY AGREEMENT
PATENTS AND PATENT APPLICATIONS
GRANTOR COUNTRY PATENT REGISTRATION NO. REGISTRATION DATE
------- ------- ------ ---------------- -----------------
XX Xxxx'x Incorporated United States Housing for Motor D343,387 1/18/1994
Control Equipment
XX Xxxx'x Incorporated United States Combination of a 5,465,804 11/14/1995
Power Steering Pump
and Air Conditioning
Compressor in an
Automotive Vehicle
XX Xxxx'x Incorporated United States Shaft Mountable 5,304,101 4/19/1994
Bushing and Hub for
Industrial Power
Transmissions
XX Xxxx'x Incorporated United States Precision Winding 6,311,920 11/6/2001
Method and Apparatus
XX Xxxx'x Incorporated United States Flexible Coupling 5,611,732 3/18/1997
with End Stress
Relief Structure
