WITNESSETH:Security Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
Contract Type FiledMay 8th, 2007 Company Industry Jurisdiction
EXHIBIT 4.15 ALTRA INDUSTRIAL MOTION, INC. 9% SENIOR SECURED NOTES DUE 2011 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
Contract Type FiledMay 8th, 2007 Company Industry Jurisdiction
WITNESSETH:TB Wood's INC • May 8th, 2007 • General industrial machinery & equipment, nec
Company FiledMay 8th, 2007 Industry
WITNESSETH:TB Wood's INC • May 8th, 2007 • General industrial machinery & equipment, nec • New York
Company FiledMay 8th, 2007 Industry Jurisdiction
EXHIBIT 1.2 ALTRA INDUSTRIAL MOTION, INC. 9% SENIOR SECURED NOTES DUE 2011 PURCHASE AGREEMENTPurchase Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
Contract Type FiledMay 8th, 2007 Company Industry Jurisdiction
WITNESSETH:TB Wood's INC • May 8th, 2007 • General industrial machinery & equipment, nec
Company FiledMay 8th, 2007 Industry
WITNESSETH:Trademark Security Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec
Contract Type FiledMay 8th, 2007 Company Industry
WITNESSETH:Patent Security Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec
Contract Type FiledMay 8th, 2007 Company Industry
BY AND AMONGCredit Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
Contract Type FiledMay 8th, 2007 Company Industry Jurisdiction
WITNESSETH:Intercompany Subordination Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
Contract Type FiledMay 8th, 2007 Company Industry Jurisdiction
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
Contract Type FiledMay 8th, 2007 Company Industry JurisdictionAltra Industrial Motion, Inc., a Delaware corporation (the “Company”), American Enterprises MPT Corp., American Enterprises MPT Holdings, L.P., Ameridrives International, L.P., Boston Gear LLC, Formsprag LLC, Inertia Dynamics, LLC, The Kilian Company, Kilian Manufacturing Corporation, Nuttall Gear L L C, Plant Engineering Consultants, LLC, TB Wood’s Corporation, TB Wood’s Enterprises, TB Wood’s Incorporated, Warner Electric LLC, Warner Electric Technology LLC, and Warner Electric International Holding, Inc. (collectively, the “Guarantors”) propose to make an offer (the “Exchange Offer”) to exchange all of the Company’s outstanding 9% Senior Secured Notes due 2011 (the “Original Notes”) for an equal amount of 9% Senior Secured Notes due 2011 that have been registered under the Securities Act of 1933, as amended (the “Registered Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2007 (the “Prospectus”), proposed to be
EXHIBIT 10.39 AMENDED AND RESTATED INTERCREDITOR AND LIEN SUBORDINATION AGREEMENTIntercreditor and Lien Subordination Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • New York
Contract Type FiledMay 8th, 2007 Company Industry Jurisdiction
OPERATING AGREEMENT OF PLANT ENGINEERING CONSULTANTS, LLC A TENNESSEE LIMITED LIABILITY COMPANYOperating Agreement • May 8th, 2007 • TB Wood's INC • General industrial machinery & equipment, nec • Tennessee
Contract Type FiledMay 8th, 2007 Company Industry Jurisdiction