EXHIBIT 4.17
SECOND AMENDMENT
TO THE
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
This Second Amendment to the Amended and Restated Stockholders
Agreement (this "Amendment"), dated as of , 2006, is entered into by
and among Altra Holdings, Inc., a Delaware corporation (the "Company"), and each
of the parties named on Schedule A hereto (each a "Stockholder" and
collectively, the "Stockholders") in order to amend and modify that certain
Amended and Restated Stockholders Agreement, dated as of January 6, 2005 (the
"Agreement"), as amended by the First Amendment to the Amended and Restated
Stockholders Agreement, dated May 1, 2005. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the
Agreement.
RECITALS:
WHEREAS, the Company and the Stockholders desire to amend the
Agreement; and
WHEREAS, Section 15(e) of the Agreement provides that the Agreement
may be amended by the written consent of the Company and Stockholders owning a
majority of the Company's Securities, subject to certain exceptions.
NOW, THEREFORE, the parties to this Amendment, intending to be
legally bound hereby, agree as follows:
Section 1. Certain Definitions. Section 1(q) of the Agreement shall be
deleted in its entirety and replaced with the following:
"(q) QUALIFIED PUBLIC OFFERING" means any underwritten initial Public
Offering."
Section 2. Covenants. Section 7(e) of the Agreement shall be deleted in
its entirety and replaced with the following:
"(e) Termination. The covenants and agreement set forth in Section 7(a)
shall survive for a period of five (5) years after the date hereof. As to each
Management Stockholder, the covenants and agreement set forth in Section 7(b)
shall survive for a period of one year and one day after such Management
Stockholder ceases to be an employee of the Company, and the covenants and
agreements set forth in Section 7(c) shall survive for a period of two (2) years
plus one day after such Management Stockholder ceases to be an employee of the
Company. The covenants and agreement set forth in Section 7(d) (i) shall
terminate and be of no further force or effect immediately upon consummation of
Altra's or the Company's initial Public Offering, and (ii) (other than Section
7(d)(iii)) shall not be in effect during such time as Altra or the Company is
filing such
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information pursuant to the periodic reporting requirements of Sections 12(g) or
15(d) of the Exchange Act."
Section 3. Effectiveness. This Amendment shall become effective as of the
date first above written. Except as otherwise provided in this Amendment, all
terms and conditions of the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
ALTRA HOLDINGS, INC.
By: ______________________________________
Name:
Title:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
GENSTAR CAPITAL PARTNERS III, L.P.
By: Genstar Capital III, L.P.
Its: General Partner
By: Genstar III GP LLC
Its: General Partner
By: _________________________________
Name:
Title:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
STARGEN III, L.P.
By: Genstar Capital III, L.P.
Its: General Partner
By: Genstar III GP LLC
Its: General Partner
By: _________________________________
Name:
Title:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
By: _________________________________
Name:
Title:
By: _________________________________
Name:
Title:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
__________________________________________
Xxxxxxx X. Xxxx
Address:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
__________________________________________
Xxxxxxx X. Xxxx
Address:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
__________________________________________
Xxxxxx X. Xxxxxxxxxx
Address:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
__________________________________________
Xxxxxx X. Xxxxxxxxxx
Address:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
__________________________________________
Xxxxx Xxxxxxx
Address:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
__________________________________________
Xxxxxx Xxxxxx
Address:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
__________________________________________
Xxxxxx X. Xxxxxxx
Address:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
__________________________________________
Xxxx Xxxxxx
Address:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
__________________________________________
Xxxxxxx XxXxxxx
Address:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
__________________________________________
Xxxxx XxXxxxxxx
Address:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
__________________________________________
Xxx Xxxx
Address:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
__________________________________________
Xxxxxx Xxxx
Address:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
__________________________________________
Xxxx X. Xxxxxxxxxxx
Address:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
__________________________________________
Xxxxxxxx Xxxxxxxxxxx
Address:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
__________________________________________
Xxxxx X. Wall
Address:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
__________________________________________
Xxxxx Xxxxxx
Address:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
__________________________________________
Xxxxx Xxxxxxx
Address:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
__________________________________________
Xxxxx X. Xxxxxxxxx
Address:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
XXXXX XXXXXXXXX MKC WORLDWIDE
By: ______________________________
Name:
Title:
Address:
SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
SCHEDULE A
LIST OF STOCKHOLDERS
Genstar Capital Partners III, X.X.
Xxxxxxx III, X.X.
Xxxxxx de depot et placement du Quebec
Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx
Xxxxx Xxxxxxx
Xxxxxx Xxxxxx
Xxxxxx X. Xxxxxxx
Xxxx Xxxxxx
Xxxxxxx XxXxxxx
Xxxxx XxXxxxxxx
Xxx Xxxx
Xxxxxx Xxxx
Xxxxx Xxxxxxxxx MKC Worldwide
Xxxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxxxx
Xxxxxxxx Xxxxxxxxxxx
Xxxxx Xxxx
Xxxxx Xxxxxxx
Xxxxx Xxxxxx
