Altra Industrial Motion, Inc. Sample Contracts

ARTICLE I AMENDMENTS TO INDENTURE
Supplemental Indenture • April 11th, 2007 • Altra Industrial Motion, Inc. • General industrial machinery & equipment, nec • New York
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WITNESSETH
First Supplemental Indenture • May 15th, 2006 • Altra Industrial Motion, Inc. • General industrial machinery & equipment, nec • New York
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT BY AND BETWEEN BEAR LINEAR LLC, SELLER, DENNIS M. SCHREIER, ROBERT F. BAUCHIERO AND J. CHRIS ARVIDSON, COLLECTIVELY THE GUARANTORS
Asset Purchase Agreement • November 13th, 2006 • Altra Industrial Motion, Inc. • General industrial machinery & equipment, nec • Illinois
ARTICLE I AMENDMENTS TO INDENTURE
Third Supplemental Indenture • April 11th, 2007 • Altra Industrial Motion, Inc. • General industrial machinery & equipment, nec • New York
WITNESSETH:
Credit Agreement • March 19th, 2007 • Altra Industrial Motion, Inc. • General industrial machinery & equipment, nec • New York
WITNESSETH:
Credit Agreement • March 19th, 2007 • Altra Industrial Motion, Inc. • General industrial machinery & equipment, nec • New York
£33,000,000 Altra Industrial Motion, Inc. 111/4% Senior Notes due 2013 REGISTRATION RIGHTS AGREEMENT
Registration 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:

WITNESSETH:
Credit Agreement • March 19th, 2007 • Altra Industrial Motion, Inc. • General industrial machinery & equipment, nec • New York
BY AND AMONG
Credit Agreement • August 7th, 2009 • Altra Industrial Motion, Inc. • General industrial machinery & equipment, nec • New York
WITNESSETH:
Employment Agreement • December 5th, 2006 • Altra Industrial Motion, Inc. • General industrial machinery & equipment, nec
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, 2005
Share 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 INDENTURE
Altra Industrial Motion, Inc. • February 15th, 2006 • 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").

TRADEMARK SECURITY AGREEMENT
Trademark Security Agreement • December 9th, 2005 • Altra Industrial Motion, Inc. • General industrial machinery & equipment, nec

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 30th day of November, 2004, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor’), and THE BANK OF NEW YORK TRUST COMPANY, N.A., in its capacity as Collateral Agent for the Holders, Trustee and Collateral Agent (together with its successors and assigns in such capacity, “Collateral Agent”).

SECURITY AGREEMENT
Security Agreement • December 9th, 2005 • Altra Industrial Motion, Inc. • General industrial machinery & equipment, nec • New York

This SECURITY AGREEMENT (this “Agreement”) is made this 30th day of November, 2004, among Altra Industrial Motion, Inc., a Delaware corporation (“Company”), the other grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., in its capacity as Collateral Agent for the Holders (together with its successors and assigns in such capacity, “Collateral Agent”).

PATENT SECURITY AGREEMENT
Patent Security Agreement • December 9th, 2005 • Altra Industrial Motion, Inc. • General industrial machinery & equipment, nec

This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 30th day of November, 2004, among the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., in its capacity as Collateral Agent for itself, the Holders and the Trustee (together with its successors and assigns in such capacity, “Collateral Agent”).

BASIC AGREEMENT BETWEEN Warner Electric, LLC and United Steelworkers and Local Union No. 3245 For Contract Years February 1, 2009 through March 28, 2010
Basic Agreement • August 7th, 2009 • Altra Industrial Motion, Inc. • General industrial machinery & equipment, nec

• Safety is our first priority. Safety concerns must be managed before other business concerns can be successfully accomplished.

DEED OF AMENDMENT in respect of SHARE PURCHASE AGREEMENT between ALTRA INDUSTRIAL MOTION, INC. ROGER BURDETT PHILIP BALDREY
Altra Industrial Motion, Inc. • February 15th, 2006 • 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");

CREDIT AGREEMENT by and among ALTRA INDUSTRIAL MOTION, INC. as Parent, and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger and...
Credit Agreement • August 7th, 2009 • Altra Industrial Motion, Inc. • General industrial machinery & equipment, nec • New York

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of November 30, 2004, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and ALTRA INDUSTRIAL MOTION, INC., a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (Parent and such Subsidiaries are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).

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Altra Industrial Motion, Inc. • February 15th, 2006 • 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.

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