EXCHANGE AGENT AGREEMENTExchange Agent Agreement • September 30th, 2005 • Boston Gear LLC • General industrial machinery & equipment, nec • New York
Altra Industrial Motion, Inc. a Delaware corporation (the “Company”) and American Enterprises MPT Corp., American Enterprises MPT Holdings, L.P., Ameridrives International, L.P., Boston Gear LLC, Formsprag LLC, The Kilian Company, Kilian Manufacturing Corporation, Nuttall Gear L L C, Warner Electric LLC, Warner Electric Technology LLC, and Warner Electric International Holding, Inc. (the “Guarantors” and together with the Company, the “Issuers”) propose to make an offer (the “Exchange Offer”) to exchange all of outstanding 9% Senior Secured Notes due 2011 (the “Original Notes”) for its 9% Senior Secured Notes due 2011 (the “Registered Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2005 (the “Prospectus”), proposed to be distributed to all record holders of the Original Notes. The Original Notes and the Registered Notes are collectively referred to herein as the “Securities”.
