EXCHANGE AGENT AGREEMENTExchange Agent Agreement • November 15th, 2005 • Warner Electric International Holding, Inc. • 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”.
SHARE PURCHASE AGREEMENT BY AND AMONG ALTRA INDUSTRIAL MOTION, INC., AND THE PERSONS LISTED IN EXHIBIT A HERETO Dated as of November 7, 2005Share Purchase Agreement • November 15th, 2005 • Warner Electric International Holding, Inc. • General industrial machinery & equipment, nec
This SHARE PURCHASE AGREEMENT is dated as of November 7, 2005 (the “Agreement”), by and among Altra Industrial Motion, Inc., a corporation existing under the laws of the State of Delaware (“Purchaser”) and the several persons whose details are set out in Exhibit A (together the “Sellers”).
