0000950135-07-002933 Sample Contracts

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Security Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
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EXHIBIT 1.2 ALTRA INDUSTRIAL MOTION, INC. 9% SENIOR SECURED NOTES DUE 2011 PURCHASE AGREEMENT
Purchase Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
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EXHIBIT 4.15 ALTRA INDUSTRIAL MOTION, INC. 9% SENIOR SECURED NOTES DUE 2011 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
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Credit Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
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Security Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec
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Trademark Security Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec
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Patent Security Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec
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BY AND AMONG
Credit Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
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Intercompany Subordination Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
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EXHIBIT 10.39 AMENDED AND RESTATED INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT
Intercreditor and Lien Subordination Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
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OPERATING AGREEMENT OF PLANT ENGINEERING CONSULTANTS, LLC A TENNESSEE LIMITED LIABILITY COMPANY
Operating Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • Tennessee
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EXCHANGE AGENT AGREEMENT
Exchange 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

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