£33,000,000 Altra Industrial Motion, Inc. 111/4% Senior Notes due 2013 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2006 • Altra Industrial Motion, Inc. • General industrial machinery & equipment, nec • New York
ALTRA INDUSTRIAL MOTION, INC., a Delaware corporation (the "Company"), is issuing and selling to Jefferies & Company, Inc. and Jefferies International Limited (the "Initial Purchasers"), upon the terms set forth in the Purchase Agreement dated February 3, 2006, by and among the Company, the Initial Purchasers and the subsidiary guarantors named therein (the "Purchase Agreement"), £33,000,000 aggregate principal amount of 111/4% Senior Notes due 2013 issued by the Company (the "Notes") pursuant to the Indenture (as defined below). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the subsidiary guarantors listed in the signature pages hereto agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
INDENTURE, Dated as of February 8, 2006, among ALTRA INDUSTRIAL MOTION INC., as Issuer, THE GUARANTORS NAMED HEREIN, as Guarantors, THE BANK OF NEW YORK as Trustee and Principal Paying Agent, and THE BANK OF NEW YORK (LUXEMBOURG) S.A. as Luxembourg...Indenture • February 15th, 2006 • Altra Industrial Motion, Inc. • General industrial machinery & equipment, nec • New York
INDENTURE, dated as of February 8, 2006, among Altra Industrial Motion, Inc., a Delaware corporation (the "Company"), the Guarantors (as herein defined), The Bank of New York, as Trustee and Principal Paying Agent and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent.
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 • February 15th, 2006 • Altra Industrial Motion, 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").
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • February 15th, 2006 • Altra Industrial Motion, Inc. • General industrial machinery & equipment, nec • New York
This Second Supplemental Indenture (this "Supplemental Indenture"), dated as of February 8, 2006, is entered into by and among Altra Industrial Motion, Inc., a Delaware corporation (the "Company"), the Guarantors signatory hereto (the "Guarantors") and The Bank of New York Trust Company, N.A., as trustee under the indenture referred to below (the "Trustee").
DEED OF AMENDMENT in respect of SHARE PURCHASE AGREEMENT between ALTRA INDUSTRIAL MOTION, INC. ROGER BURDETT PHILIP BALDREYShare Purchase Agreement • February 15th, 2006 • Altra Industrial Motion, Inc. • General industrial machinery & equipment, nec
ALTRA INDUSTRIAL MOTION, INC., a corporation existing under the laws of the State of Delaware, whose address is 14 Hayward Street, Quincy, MA 02171 (the "Purchaser");
QuickLinks -- Click here to rapidly navigate through this documentSecurity Agreement • February 15th, 2006 • Altra Industrial Motion, Inc. • General industrial machinery & equipment, nec • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
