EXHIBIT 10.20
FIRST AMENDMENT
TO THE
ADVISORY SERVICES AGREEMENT
THIS FIRST AMENDMENT (this "Amendment") to that certain Advisory
Services Agreement ("Advisory Services Agreement"), dated as of November 30,
2004, among Altra Holdings, Inc. ("Holdings"), Altra Industrial Motion, Inc.
("Altra") and Genstar Capital, L.P. ("Genstar"), is entered into as of November
30, 2006, among Holdings, Altra and Genstar.
RECITALS
WHEREAS, Holdings has announced its intention to conduct an initial
public offering of its common stock , par value $0.001 per share
(the "Offering");
WHEREAS, pursuant to the Advisory Services Agreement, Genstar has and
will provide certain management, business strategy, consulting and financial
services to the Company in connection with the Offering (the "Services");
WHEREAS, the parties hereto desire to amend the terms of the Advisory
Services Agreement to clarify the fees payable to Genstar for its Services in
connection with the Offering;
WHEREAS, following the Offering and the payment of all amounts due to
Genstar, the parties hereto desire to terminate the Advisory Services Agreement;
WHEREAS, the parties hereto desire to amend the terms of the Advisory
Services Agreement as provided in this Amendment pursuant to Section 10 of the
Advisory Services Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter contained, the parties hereby agree as
follows:
1. Definitions. Capitalized terms not otherwise defined in this Amendment
have the meaning given them in the Advisory Services Agreement.
2. Amendment of the Agreement. Effective upon the date hereof, the
Advisory Services Agreement is amended as follows:
2.1. Amendment to Section 2(e) of the Advisory Services Agreement.
Section 2(e) of the Advisory Services Agreement is hereby
amended to insert the following sentence at the end of the
first paragraph of Section 2(e):
"Notwithstanding the foregoing, a Disposition shall not
include the initial public offering of Company's common stock
pursuant to a registration statement under the Securities Act
which has been declared effective by the Securities and
Exchange Commission (other than a registration statement on
Form ▇-▇, ▇▇▇▇ ▇-▇ or any other similar form) (an "INITIAL
PUBLIC OFFERING")."
2.2. Amendment to Section 2 of the Advisory Services Agreement.
Section 2 of the Advisory Services Agreement is hereby amended
to insert the following Section 2(f) immediately after Section
2(e):
"(f) In the event an Initial Public Offering is consummated,
the Company agrees to pay us an advisory fee of $3,000,000
(the "IPO ADVISORY FEE") for our services in connection with
such Initial Public Offering. The IPO Advisory Fee will be
fully earned and shall be payable by the Company to us on the
date of the effectiveness of the Initial Public Offering ."
2.3. Amendment to Section 3 of the Advisory Services Agreement.
Section 3 of the Advisory Services Agreement is hereby amended
to insert the following sentence at the end of Section 3:
"Notwithstanding the foregoing, this Agreement shall terminate
automatically, immediately following the effectiveness of an
Initial Public Offering and the payment of all outstanding
amounts due to us, including the IPO Advisory Fee."
3. No Other Amendments. Except as modified by Section 2 above, the
Advisory Services Agreement shall continue in full force and effect.
4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York,
without regard to principles of conflicts of law.
* * * * *
2
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Amendment to be executed as of the date first written
above by their respective officers thereunto duly authorized.
GENSTAR CAPITAL, L.P.
By: Genstar Management LLC
Its: General Partner
By:_________________________________
Name:
Title:
ALTRA HOLDINGS, INC.
By:_________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Executive Officer
ALTRA INDUSTRIAL MOTION, INC.
By:_________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Executive Officer
