TRADEMARK SECURITY AGREEMENT

Exhibit 10.15

EXECUTIVE VERSION

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of November 20, 2012, is made by Altra Industrial Motion, Inc., Ameridrives International, LLC, Boston Gear LLC, Formsprag LLC, Inertia Dynamics, LLC, Xxxxxx Manufacturing Corporation, Xxxxxxx Gear L L C, XX Xxxx’x Incorporated, and Warner Electric Technology LLC (each a “Grantor” and, collectively, the “Grantors”), in favor of JPMorgan Chase Bank, N.A., as administrative agent for the Secured Parties defined in the Credit Agreement referred to below (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Altra Holdings, Inc. and certain of its subsidiaries party thereto (collectively, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent, the Lenders have agreed to extend credit and make certain financial accommodations to the Borrowers;

WHEREAS, the Lenders are willing to extend credit and make such financial accommodations under the Credit Agreement, but only upon the condition, among others, that the Borrowers, the Grantors and certain other subsidiaries of the Borrowers shall have executed and delivered to the Administrative Agent for the benefit of the Secured Parties, that certain Pledge and Security Agreement dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”); and

WHEREAS, pursuant to the Credit Agreement and the Security Agreement, each Grantor is required to execute and deliver to the Administrative Agent this 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.

2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantor hereby grants to the Administrative Agent a continuing first priority security interest 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 “Trademark Collateral”):

2.1. all of its Trademarks, including those referred to on Schedule 1 hereto;

2.2. all renewals of the foregoing;

2.3. all goodwill of the business connected with the use of, and symbolized by, each such Trademark; and

2.4. all Proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any such Trademark or (ii) injury to the goodwill associated with any such Trademark; provided that no security interest shall be granted in any United States “intent to use” trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such “intent to use” trademark applications under applicable federal law; provided further that “Trademark Collateral” shall include any Proceeds of any such “intent to use” trademark applications.

3. SECURITY AGREEMENT. The security interests granted pursuant to this Agreement are granted in conjunction with the security interests granted to the Administrative Agent pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the security interest in the Trademark 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. In the event of a conflict between the provisions of this Agreement and the Security Agreement, the Security Agreement shall control.

4. AMENDMENTS IN WRITING. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by an instrument in writing signed by the Administrative Agent and the Grantors.

5. GOVERNING LAW. This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with, the laws of the State of New York.

6. COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt by telecopy or other electronic transmission (including “PDF”) of any executed signature page to this Agreement shall constitute effective delivery of such signature page.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

GRANTORS:
ALTRA INDUSTRIAL MOTION, INC.
By:		/s/ Xxxxxxxxx Xxxxxx
Name:		Xxxxxxxxx Xxxxxx
Title:		Vice President and Chief Financial Officer
AMERIDRIVES INTERNATIONAL, LLC
BOSTON GEAR LLC
FORMSPRAG LLC
INERTIA DYNAMICS, LLC
XXXXXX MANUFACTURING CORPORATION
XXXXXXX GEAR L L C
XX XXXX’X INCORPORATED
WARNER ELECTRIC TECHNOLOGY LLC
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Secretary

[SIGNATURE PAGE TO TRADEMARK SECURITY AGREEMENT]

ADMINISTRATIVE AGENT:
JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Sr. Vice President

[SIGNATURE PAGE TO TRADEMARK SECURITY AGREEMENT]

SCHEDULE 1

to

TRADEMARK SECURITY AGREEMENT

TRADEMARK REGISTRATIONS

Grantor		Xxxx		Registration No.				Date
Altra Industrial Motion, Inc.		ALTRA INDUSTRIAL MOTION			3,360,155				12/25/2007
Altra Industrial Motion, Inc.		A & Design (Altra Logo)			3,146,781				9/19/2006
Altra Industrial Motion, Inc.		XXXXXXX			4,018,722				8/30/2011
Altra Industrial Motion, Inc.		TORSI-LOCK			4,061,095				11/22/2011
Ameridrives International, LLC		AMERICARDAN			2,488,262				9/11/2001
Ameridrives International, LLC		AMERIDISC & Design			802,185				1/18/1966
Ameridrives International, LLC		AMERIDRIVES			2,168,489				6/23/1998
Ameridrives International, LLC		AMERIDRIVES			4,022,613				9/6/2011
Ameridrives International, LLC		AMERIFLEX			1,000,720				12/31/1974
Ameridrives International, LLC		AMERIGEAR			2,951,600				5/17/2005
Ameridrives International, LLC		AMERILOC			3,995,157				7/12/2011
Ameridrives International, LLC		THE AMERIGEAR FULLY CROWNED TOOTH			2,980,971				8/2/2005
Boston Gear LLC		ACE			1,771,190				5/18/1993
Boston Gear LLC		BEAR-N-BRONZ			603,829				3/29/1955
Boston Gear LLC		BG & Design			298,486				10/25/1932
Boston Gear LLC		XXXX-XXXXX			547,544				9/4/1951
Boston Gear LLC		XXXX-XXXXX & Design			612,905				9/27/1955
Boston Gear LLC		XXXX-FLEX			1,111,218				1/16/1979
Boston Gear LLC		BOSTON			522,912				3/28/1950
Boston Gear LLC		BOSTON & Design			1,374,572				12/10/1985
Boston Gear LLC		BOSTON GEAR			905,805				1/12/1971
Boston Gear LLC		BOSTON GEAR			905,846				1/12/1971
Boston Gear LLC		BOSTONE			1,131,198				2/26/1980
Boston Gear LLC		BOS-TRONG & Design (stylized)			837,074				10/17/1967
Boston Gear LLC		CENTRIC			1,365,217				10/15/1985
Boston Gear LLC		CENTRIGARD			3,374,068				1/22/2008
Boston Gear LLC		DCX			1,689,927				6/2/1992
Boston Gear LLC		DCX PLUS			1,794,125				9/21/1993
Boston Gear LLC		MOTOR MULTIPLIER			1,131,648				3/11/1980
Boston Gear LLC		OPTIMOUNT			670,192				11/25/1958
Boston Gear LLC		POSIVENT			2,875,347				8/17/2004
Boston Gear LLC		RATOIPAX			985,828				6/11/1974
Boston Gear LLC		RATIOTROL			743,713				1/15/1963
Boston Gear LLC		STABILI SEAL			3,131,135				8/15/2006
Formsprag LLC		BC MA			3,850,875				9/21/2010
Formsprag LLC		CEBMAG			1,352,456				8/6/1985
Formsprag LLC		CECON			2,871,858				8/10/2004
Formsprag LLC		MARLAND			2,667,819				12/31/2002
Inertia Dynamics LLC		UNIBRAKE			809,205				5/31/1966
Xxxxxx Manufacturing Corp.		HI TECH WORRY BEADS			3,747,826				2/9/2010
Xxxxxx Manufacturing Corp.		XXXXXX			1,216,354				11/16/1982
Xxxxxxx Gear L L C		DELROYD			3,025,384				12/13/2005
Xxxxxxx Gear L L C		NGC & Design			3,031,121				12/20/2005
Xxxxxxx Gear L L C		XXXXXXX			3,031,120				12/20/2005
XX Xxxx’x Incorporated		ALL-PRO			2,165,737				6/16/1998
XX Xxxx’x Incorporated		DECK & Design			1,409,209				9/16/1986

Grantor		Xxxx		Registration No.				Date
XX Xxxx’x Incorporated		DISC-O-TORQUE			859,264				10/29/1968
XX Xxxx’x Incorporated		DURA-FLEX			1,116,828				4/24/1979
XX Xxxx’x Incorporated		FIRST IN COUPLINGS			1,361,466				9/24/1985
XX Xxxx’x Incorporated		FORM-FLEX			2,152,362				4/21/1998
XX Xxxx’x Incorporated		G-FLEX			3,501,631				9/16/2008
XX Xxxx’x Incorporated		XXXXX			2,191,918				9/29/1998
XX Xxxx’x Incorporated		QT POWER CHAIN			2,723,745				6/10/2003
XX Xxxx’x Incorporated		ROTO-CAM			859,263				10/29/1968
XX Xxxx’x Incorporated		SURE-FLEX & Design (stylized)			668,649				10/21/1958
XX Xxxx’x Incorporated		SURE GRIP & Design (stylized)			645,415				5/14/1957
XX Xxxx’x Incorporated		SURE-GRIP			646,423				6/4/1957
XX Xxxx’x Incorporated		SURE-GRIP			1,109,150				12/19/1978
XX Xxxx’x Incorporated		ULTRA-V			1,001,969				1/21/1975
XX Xxxx’x Incorporated		ULTRA-V			1,001,970				1/21/1975
XX Xxxx’x Incorporated		W XX XXXX’X & Design			2,059,245				5/6/1997
Warner Electric Technology LLC		A-TRACK			3,263,081				7/10/2007
Warner Electric Technology LLC		AQUAMAKKS			3,490,449				8/19/2008
Warner Electric Technology LLC		AUTOGAP			681,746				7/14/1959
Warner Electric Technology LLC		B-TRACK			3,609,446				4/21/2009
Warner Electric Technology LLC		ELECTRO-MODULE			838,675				11/14/1967
Warner Electric Technology LLC		ELECTRO-PACK			741,888				12/11/1962
Warner Electric Technology LLC		F & Design			743,735				1/15/1963
Warner Electric Technology LLC		FORMCHROME			867,512				4/1/1969
Warner Electric Technology LLC		FORM-LOCK			870,852				6/10/1969
Warner Electric Technology LLC		FORMSPRAG			1,216,418				11/16/1982
Warner Electric Technology LLC		FORMSPRAG & Design			444,642				1/15/1952
Warner Electric Technology LLC		GFR			3,494,910				9/2/2008
Warner Electric Technology LLC		XXXXXX KOOL			1,258,259				11/22/1983
Warner Electric Technology LLC		LLH			1,759,504				3/23/1993
Warner Electric Technology LLC		MAG STOP			1,851,941				8/30/1994
Warner Electric Technology LLC		MESUR-FIL			990,826				8/13/1974
Warner Electric Technology LLC		MISTRAL			2,168,734				6/30/1998
Warner Electric Technology LLC		PCE			1,136,601				6/3/1980
Warner Electric Technology LLC		SHEAVE-GRIP			3,085,816				4/25/2006
Warner Electric Technology LLC		UNIDAMP			1,795,619				9/28/1993
Warner Electric Technology LLC		UNIMODULE			1,678,062				3/3/1992
Warner Electric Technology LLC		WARNER & Design (stylized)			527,445				7/11/1950
Warner Electric Technology LLC		WARNER ELECTRIC			726,202				1/9/1962
Warner Electric Technology LLC		WARNER ELECTRIC			1,026,080				12/2/1975
Warner Electric Technology LLC		WARNER ELECTRIC			3,287,916				9/4/2007
Warner Electric Technology LLC		WARNER LINEAR			3,413,352				4/15/2008
Warner Electric Technology LLC		WICHITA			1,565,483				11/14/1989
Warner Electric Technology LLC		WICHITA CLUTCH			3,039,567				1/10/2006

TRADEMARK APPLICATIONS

None.