EXHIBIT 4.1
FOURTH SUPPLEMENTAL INDENTURE
This Fourth Supplemental Indenture (this "SUPPLEMENTAL Indenture"),
dated as of March 21, 2007, 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").
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "INDENTURE"), dated as of November 30, 2004, as
supplemented, providing for the issuance by the Company of up to an aggregate
principal amount of $165,000,000 of 9% Senior Secured Notes due 2011 (the
"NOTES");
WHEREAS, capitalized terms used herein but not defined shall have
the meanings ascribed to them in the Indenture;
WHEREAS, Section 9.02 of the Indenture provides, among other things,
that the Company, the Guarantors and the Trustee may amend or supplement the
Indenture and the Notes with the consent of the Holders of at least a majority
in principal amount of the Notes then outstanding (the "REQUISITE HOLDERS");
WHEREAS, the Company desires to execute and deliver an amendment to
the Indenture for the purposes of permitting the ▇▇ ▇▇▇▇'▇ Acquisition (as
defined in Article I hereof) and related transactions;
WHEREAS, the Company has caused to be delivered to the Holders of
the Notes a Consent Solicitation Statement, dated March 7, 2007 (as the same may
be amended from time to time, the "STATEMENT"), and the related Consent Form
pursuant to which the Company has solicited consents to the adoption of
amendments to the Indenture as set forth in Article I hereof (the "Amendments");
WHEREAS, Section 9.02 permits the Amendments with the consent of the
Requisite Holders;
WHEREAS, the Company has received the written consents of the
Requisite Holders to the Amendments;
WHEREAS, the execution and delivery of this Supplemental Indenture
has been duly authorized and all conditions and requirements necessary to make
this Supplemental Indenture a valid and binding agreement of the Company have
been duly performed and complied with; and
WHEREAS, pursuant to Sections 9.02 and 9.06 of the Indenture, the
Trustee is authorized to execute this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Company and the Trustee mutually covenant and agree for the equal and ratable
benefit of the holders of the Notes as follows:
ARTICLE I
AMENDMENTS TO INDENTURE
Section 1.01. AMENDMENT OF ARTICLE FOUR. Article Four is hereby
amended by inserting the following:
Section 4.25 ▇▇ ▇▇▇▇'▇ Acquisition. Notwithstanding anything contained elsewhere
in this Indenture or the Collateral Agreement, in the event that the Company,
directly or indirectly, acquires (the "▇▇ ▇▇▇▇'▇ Acquisition") more than 50%,
but less than 100%, of the outstanding capital stock of ▇▇ ▇▇▇▇'▇ Corporation, a
Delaware corporation ("▇▇ ▇▇▇▇'▇") pursuant to the tender offer (the "Tender
Offer") contemplated by the Agreement and Plan of Merger, dated February 17,
2007, as amended, by and among ▇▇ ▇▇▇▇'▇, Altra Holdings, Inc. and Forest
Acquisition Corporation ("FAC") (the "▇▇ ▇▇▇▇'▇ Merger Agreement"), then
notwithstanding that ▇▇ ▇▇▇▇'▇ and its Subsidiaries shall thereupon become
Restricted Subsidiaries: (i) the requirement that ▇▇ ▇▇▇▇'▇ and its Domestic
Restricted Subsidiaries guarantee the Notes and pledge their assets as security
for the Notes shall be deferred until 10 days after the Company has acquired
100% of the issued and outstanding equity interests in ▇▇ ▇▇▇▇'▇; (ii) the
Company shall have the ability to incur, subject to the Company's Consolidated
Fixed Charge Coverage Ratio being at least 2.0 to 1.0, the Acquired Indebtedness
of ▇▇ ▇▇▇▇'▇ and its Subsidiaries that otherwise could be incurred but for the
fact that ▇▇ ▇▇▇▇'▇ and its Domestic Restricted Subsidiaries will not be
Guarantors at such time; (iii) Section 4.09 is hereby modified to enable Altra
to acquire shares of ▇▇ ▇▇▇▇'▇ common stock in the Tender Offer and the back-end
merger (the "Back-end Merger") pursuant to the ▇▇ ▇▇▇▇'▇ Merger Agreement and
comply with the obligations of the ▇▇ ▇▇▇▇'▇ Merger Agreement, in each case
without reducing amounts otherwise available for Restricted Payments; and (iv)
Section 4.14 is hereby modified to waive the requirement that the Company obtain
a fairness opinion for the Back-end Merger.
ARTICLE II
EFFECTIVENESS
Section 2.01. EFFECTIVENESS. Subject to Section 2.02, this
Supplemental Indenture shall become effective and binding on the Company, the
Trustee and the Holders upon and execution and delivery of this Supplemental
Indenture by the parties hereto.
Section 2.02. SUPPLEMENTAL INDENTURE TO BECOME OPERATIVE. This
Supplemental Indenture shall become operative upon delivery to the Trustee of an
Officers' Certificate stating that the Company (A) has accepted and paid for
shares of ▇▇ ▇▇▇▇'▇ common stock in the Tender Offer, funded in part by the
issuance of approximately $92.5 million aggregate principal amount of additional
Notes (the "TACK-ON NOTE OFFERING"), and (B) has not completed the Back-end
Merger on the same date (and, accordingly, ▇▇ ▇▇▇▇'▇ does not become a wholly
owned subsidiary of the Company on such date).
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ARTICLE III
MISCELLANEOUS
Section 3.01. INDENTURE RATIFIED. Except as otherwise provided
herein, the Indenture is in all respects ratified and confirmed, and all of the
terms, provisions and conditions thereof shall be and remain in full force and
effect.
Section 3.02. CONSTRUCTION OF SUPPLEMENTAL INDENTURE. This
Supplemental Indenture is executed as and shall constitute an indenture
supplemental to the Indenture and shall be construed in connection with and as
part of the Indenture.
Section 3.03. TRUST INDENTURE ACT CONTROLS. If any provision of
this Supplemental Indenture limits, qualifies or conflicts with any other
provision of this Supplemental Indenture or the Indenture that is required to be
included by the Trust Indenture Act of 1939, as amended, as in force at the date
this Supplemental Indenture is executed, the provision required by said Act
shall control.
Section 3.04. COUNTERPARTS. This Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.
Section 3.05. TRUSTEE NOT RESPONSIBLE. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which are made solely by the Company.
Section 3.06. GOVERNING LAW. This Supplemental Indenture shall
be governed by, and construed in accordance with, the laws of the State of New
York but without giving effect to applicable principles of conflicts of law to
the extent that the application of the laws of another jurisdiction would be
required thereby.
Section 3.07. SUCCESSORS. All covenants and agreements in this
Supplemental Indenture by the Company or the Trustee shall bind their respective
successors and assigns, whether so expressed or not.
Section 3.08. SEVERABILITY. In case any provisions in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
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SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE
SIGNATURE PAGE TO FOURTH SUPPLEMENTAL INDENTURE
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.
ALTRA INDUSTRIAL MOTION, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Chief Financial Officer
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title:
AMERICAN ENTERPRISE MPT CORP.
AMERICAN ENTERPRISES MPT HOLDINGS, LLC
AMERIDRIVES INTERNATIONAL, LLC
BOSTON GEAR LLC
FORMSPRAG LLC
INERTIA DYNAMICS, LLC
THE ▇▇▇▇▇▇ COMPANY
▇▇▇▇▇▇ MANUFACTURING CORPORATION
▇▇▇▇▇▇▇ GEAR L L C
WARNER ELECTRIC INTERNATIONAL HOLDING,
INC.
WARNER ELECTRIC LLC
WARNER ELECTRIC TECHNOLOGY LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Chief Financial Officer
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