Exhibit 10.32
Supplement No. 1 (this "Supplement") dated as of April 5, 2007, to the
Security Agreement dated as of November 30, 2004 (as amended, restated,
supplemented or otherwise modified from time to time, the "Security Agreement")
by each of the parties listed as "Grantors" on the signature pages thereto and
those additional entities that thereafter become grantors thereunder
(collectively, jointly and severally, "Grantors" and each individually
"Grantor"), and XXXXX 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").
WITNESSETH:
WHEREAS, pursuant to that certain Credit Agreement dated of November 30,
2004 (as amended, 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, capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Security Agreement and/or
the Credit Agreement;
WHEREAS, Grantors have entered into the Security Agreement in order to
induce the Lender Group to make certain financial accommodations to Borrowers;
and
WHEREAS, pursuant to Section 5.16 of the Credit Agreement, new direct or
indirect Restricted Subsidiaries of Borrowers and the other Grantors, must
execute and deliver to Agent certain Loan Documents, including the Security
Agreement, and the execution of the Security Agreement by the undersigned new
Grantor or Grantors (collectively, the "New Grantors") may be accomplished by
the execution of this Supplement in favor of Agent, for the benefit of the
Lender Group and the Bank Product Providers.
NOW, THEREFORE, for and in consideration of the foregoing and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each New Grantor hereby agrees as follows:
1. In accordance with Section 24 of the Security Agreement, each New
Grantor, by its signature below, becomes a "Grantor" under the Security
Agreement with the same force and effect as if originally named therein as a
"Grantor" and each New Grantor hereby (a) agrees to all of the terms and
provisions of the Security Agreement applicable to it as a "Grantor" thereunder
and (b) represents and warrants that the representations and warranties made by
it as a "Grantor" thereunder are true and correct on and as of the date hereof.
In furtherance of the foregoing, each New Grantor, as security for the payment
and performance in full of the Secured Obligations, does hereby grant, assign,
and pledge to Agent, for the benefit of the Lender Group and the Bank Product
Providers, a security interest in and security title to the assets of such New
Grantor of the type described in Section 2 of the Security Agreement to secure
the full and prompt payment of the Secured Obligations, including, without
limitation, any interest thereon, plus reasonable attorneys' fees and expenses
if the Secured Obligations represented by the Security Agreement are collected
by law, through an attorney-at-law, or under advice therefrom to the extent such
fees and expenses are required to be paid by the Borrowers under the Credit
Agreement. Schedule 1, "Copyrights," Schedule 2, "Intellectual Property
Licenses," Schedule 3, "Patents," Schedule 4, "Pledged Companies," Schedule 5,
"Trademarks," Schedule 6, "Commercial Tort Claims," Schedule 7, "Owned Real
Property," and Schedule 8, "List of Uniform Commercial Code Filing
Jurisdictions," attached hereto supplement Schedule 1, Schedule 2, Schedule 3,
Schedule 4, Schedule 5, Schedule 6, Schedule 7, and Schedule 8, respectively, to
the Security Agreement and shall be deemed a part thereof for all purposes of
the Security Agreement. Each reference to a "Grantor" in the Security
Agreement shall be deemed to include each New Grantor. The Security Agreement is
incorporated herein by reference.
2. Each New Grantor represents and warrants to Agent, the Lender Group and
the Bank Product Providers that this Supplement has been duly executed and
delivered by such New Grantor and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except as
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other similar laws affecting creditors'
rights generally and general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).
3. This Supplement may be executed in multiple 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. Delivery of a counterpart
hereof by facsimile transmission or by e-mail transmission shall be as effective
as delivery of a manually executed counterpart hereof.
4. Except as expressly supplemented hereby, the Security Agreement shall
remain in full force and effect.
5. Notwithstanding anything to the contrary contained herein, this
Supplement shall not be effective until the Joinder Effective Time (as defined
in that certain Fifth Amendment to, and Consent and Waiver under, Credit
Agreement and Joinder to Loan Documents dated as of the date hereof among the
Borrowers, the New Loan Parties (as defined therein), the Lenders and Agent), at
which time this Supplement shall be effective immediately without any further
action.
6. This Supplement shall be construed in accordance with and governed by
the laws of the State of New York, without regard to the conflict of laws
principles thereof.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, each New Grantor and Agent have duly executed this
Supplement to the Security Agreement as of the day and year first above written.
NEW GRANTORS:
XX XXXX'X INCORPORATED,
a Pennsylvania corporation, as a New
Grantor
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: VP, CFO and Corporate Secretary
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PLANT ENGINEERING CONSULTANTS, LLC,
a Tennessee limited liability company,
as a New Grantor
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
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Title: Treasurer and Secretary
---------------------------------
XX XXXX'X ENTERPRISES, INC.,
a Delaware corporation, as a New Grantor
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
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Title: President and Treasurer
---------------------------------
XX XXXX'X CORPORATION,
a Delaware corporation, as a New Grantor
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
----------------------------------
Title: VP, CFO and Corporate Secretary
---------------------------------
[SIGNATURE PAGE OF SUPPLEMENT TO SECURITY AGREEMENT]
AGENT:
XXXXX FARGO FOOTHILL, INC.,
a California corporation, as Agent
By: /s/ Xxxxxxx X. Xxxx, Xx.
------------------------------------
Name: Xxxxxxx X. Xxxx, Xx.
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Title: VP
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[SIGNATURE PAGE OF SUPPLEMENT TO SECURITY AGREEMENT]
