exv10w17






Exhibit
10.17




[*]
THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.


Execution Copy





PLEDGE AND SECURITY AGREEMENT




     THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, the
“Security Agreement”) is entered into as of November 25, 2009 by and between ALTRA
HOLDINGS, INC., a Delaware corporation (“Holdings”), ALTRA INDUSTRIAL MOTION, INC., a
Delaware corporation, the other Subsidiaries of Holdings named on the signature pages hereto (each
a “Grantor”, and collectively, the “Grantors”), and JPMORGAN CHASE BANK, N.A., in
its capacity as administrative agent (the “Administrative Agent”) for the lenders party to
the Credit Agreement referred to below.



PRELIMINARY STATEMENT




     The Grantors, the Administrative Agent and the Lenders are entering into a Credit Agreement
dated as of the date hereof (as it may be amended or modified from time to time, the “Credit
Agreement”). Each Grantor is entering into this Security Agreement in order to induce the
Lenders to enter into and extend credit to the Borrowers under the Credit Agreement and to secure
the Secured Obligations that such Grantor has agreed to guarantee pursuant to Article X of the
Credit Agreement.



     ACCORDINGLY, the Grantors and the Administrative Agent, on behalf of the Lenders, hereby agree
as follows:



ARTICLE I

DEFINITIONS




     1.1. Terms Defined in Credit Agreement. All capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.



     1.2. Terms Defined in UCC. Terms defined in the UCC which are not otherwise defined
in this Security Agreement are used herein as defined in the UCC.



     1.3. Definitions of Certain Terms Used Herein. As used in this Security Agreement, in
addition to the terms defined in the Preliminary Statement, the following terms shall have the
following meanings:



     “Accounts” shall have the meaning set forth in Article 9 of the UCC.



     “Article” means a numbered article of this Security Agreement, unless another document
is specifically referenced.



     “Assigned Contracts” means, with respect to any Grantor, collectively, all of such
Grantors’ rights and remedies under, and all moneys and claims for money due or to become due to
such Grantor under those contracts and other agreements between such Grantor and any party other
than the Administrative Agent or any Lender, and any other material contracts, and any and all
amendments, supplements, extensions, and renewals thereof, including all rights and claims of such
Grantor now or hereafter existing: (a) under any insurance, indemnities, warranties, and guarantees
provided for or arising out of or in connection with any of the foregoing agreements; (b) for any
damages arising out of or for breach or default under or in connection with any of the foregoing
contracts; (c) to all other amounts from time to time paid or payable under or in connection with
any of the foregoing agreements; or (d) to exercise or enforce any and all covenants, remedies,
powers and privileges thereunder.



     “Chattel Paper” shall have the meaning set forth in Article 9 of the UCC.



     “Closing Date” means the date of the Credit Agreement.



     “Collateral” shall have the meaning set forth in Article II.



 









 





     “Collateral Access Agreement” means any landlord waiver or other agreement, in form
and substance satisfactory to the Administrative Agent, between the Administrative Agent and any
third party (including any bailee, consignee, customs broker, or other similar Person) in
possession of any Collateral or any landlord of any Grantor for any real property where any
Collateral is located, as such landlord waiver or other agreement may be amended, restated, or
otherwise modified from time to time.



     “Collateral Report” means any certificate (including any Borrowing Base Certificate),
report or other document delivered by any Grantor to the Administrative Agent or any Lender with
respect to the Collateral pursuant to any Loan Document.



     “Collection Account” means the account at JPMorgan Chase Bank, N.A., so designated by
the Administrative Agent, in a written notice delivered to the Grantors, to be the “Collection
Account”, to which funds on deposit in Deposit Accounts, Securities Accounts and Lock Boxes (other
than Excluded Accounts) and all payments received in respect of Accounts shall be remitted at all
times during an Availability Trigger Period.



     “Commercial Tort Claims” means “commercial tort claims” as set forth in Article 9 of
the UCC and shall include, without limitation, the existing commercial tort claims of the Grantors
set forth in Exhibit C-2 attached hereto.



     “Control” shall have the meaning set forth in Article 8 or, if applicable, in Section
9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.



     “Copyrights” means, with respect to any Person, all of such Person’s right, title, and
interest in and to the following: (a) all copyrights, rights and interests in copyrights, works
protectable by copyright, copyright registrations, and copyright applications; (b) all renewals of
any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or
payable under any of the foregoing, including, without limitation, damages or payments for past or
future infringements for any of the foregoing; (d) the right to sue for past, present, and future
infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing
throughout the world.



     “Default” means any event or condition which constitutes an Event of Default or which
upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.



     “Deposit Accounts” shall have the meaning set forth in Article 9 of the UCC.



     “Documents” shall have the meaning set forth in Article 9 of the UCC.



     “Equipment” shall have the meaning set forth in Article 9 of the UCC.



     “Event of Default” means an event described in Section 5.1.



     “Exhibit” refers to a specific exhibit to this Security Agreement, unless another
document is specifically referenced.



     “Fixtures” shall have the meaning set forth in Article 9 of the UCC.



     “General Intangibles” shall have the meaning set forth in Article 9 of the UCC.



     “Goods” shall have the meaning set forth in Article 9 of the UCC.



     “Instruments” shall have the meaning set forth in Article 9 of the UCC.



     “Inventory” shall have the meaning set forth in Article 9 of the UCC.



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     “Investment Property” shall have the meaning set forth in Article 9 of the UCC.



     “Lenders” means the lenders party to the Credit Agreement and their successors and
assigns.



     “Letter-of-Credit Rights” shall have the meaning set forth in Article 9 of the UCC.



     “Licenses” means, with respect to any Person, all of such Person’s right, title, and
interest in and to (a) any and all licensing agreements or similar arrangements in and to its
Patents, Copyrights, or Trademarks, (b) all income, royalties, damages, claims, and payments now or
hereafter due or payable under and with respect thereto, including, without limitation, damages and
payments for past and future breaches thereof, and (c) all rights to sue for past, present, and
future breaches thereof.



     “Lock Boxes” shall have the meaning set forth in Section 7.1(a).



     “Lock Box Agreements” shall have the meaning set forth in Section 7.1(a).



     “Patents” means, with respect to any Person, all of such Person’s right, title, and
interest in and to: (a) any and all patents and patent applications; (b) all inventions and
improvements described and claimed therein; (c) all reissues, divisions, continuations, renewals,
extensions, and continuations-in-part thereof; (d) all income, royalties, damages, claims, and
payments now or hereafter due or payable under and with respect thereto, including, without
limitation, damages and payments for past and future infringements thereof; (e) all rights to sue
for past, present, and future infringements thereof; and (f) all rights corresponding to any of the
foregoing throughout the world.



     “Permitted Liens” means Liens permitted under Section 6.02 of the Credit Agreement.



     “Pledged Collateral” means all Instruments, Securities and other Investment Property
of the Grantors, whether or not physically delivered to the Administrative Agent pursuant to this
Security Agreement; provided, however, Pledged Collateral shall not include more than 65% of the
issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section
1.956-2(c)(2)) owned by each Grantor in each Foreign Subsidiary.



     “Receivables” means the Accounts, Chattel Paper, Documents, Investment Property,
Instruments and any other rights or claims to receive money which are General Intangibles or which
are otherwise included as Collateral.



     “Required Secured Parties” means (a) prior to an acceleration of the Obligations under
the Credit Agreement, the Required Lenders, (b) after an acceleration of the Obligations under the
Credit Agreement but prior to the date upon which the Credit Agreement has terminated by its terms
and all of the obligations thereunder have been paid in full, Lenders holding in the aggregate at
least a majority of the total of the Aggregate Credit Exposure, and (c) after the Credit Agreement
has terminated by its terms and all of the Obligations thereunder have been paid in full (whether
or not the Obligations under the Credit Agreement were ever accelerated), Lenders holding in the
aggregate at least a majority of the aggregate net early termination payments and all other amounts
then due and unpaid from any Grantor to the Lenders under Swap Agreement, as determined by the
Administrative Agent in its reasonable discretion.



     “Section” means a numbered section of this Security Agreement, unless another document
is specifically referenced.



     “Securities Accounts” has the meaning assigned to such term in Article 8 of the
UCC.



     “Security” has the meaning set forth in Article 8 of the UCC.



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     “Stock Rights” means all dividends, instruments or other distributions and any other
right or property which the Grantors shall receive or shall become entitled to receive for any
reason whatsoever with respect to, in substitution for or in exchange for any Equity Interest
constituting Collateral, any right to receive an Equity Interest and any right to receive earnings,
in which the Grantors now have or hereafter acquire any right, issued by an issuer of such Equity
Interest.



     “Supporting Obligations” shall have the meaning set forth in Article 9 of the UCC.



     “Trademarks” means, with respect to any Person, all of such Person’s right, title, and
interest in and to the following: (a) all trademarks (including service marks), trade names, trade
dress, and trade styles and the registrations and applications for registration thereof and the
goodwill of the business symbolized by the foregoing; (b) all licenses of the foregoing, whether as
licensee or licensor; (c) all renewals of the foregoing; (d) all income, royalties, damages, and
payments now or hereafter due or payable with respect thereto, including, without limitation,
damages, claims, and payments for past and future infringements thereof; (e) all rights to sue for
past, present, and future infringements of the foregoing, including the right to settle suits
involving claims and demands for royalties owing; and (f) all rights corresponding to any of the
foregoing throughout the world.



     “UCC” means the Uniform Commercial Code, as in effect from time to time, of the State
of New York or of any other state the laws of which are required as a result thereof to be applied
in connection with the attachment, perfection or priority of, or remedies with respect to,
Administrative Agent’s or any Lender’s Lien on any Collateral.



     The foregoing definitions shall be equally applicable to both the singular and plural forms of
the defined terms.



ARTICLE II

GRANT OF SECURITY INTEREST




     To secure the prompt and complete payment and performance of the Secured Obligations, each
Grantor hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the
ratable benefit of the Lenders, a security interest in all of its right, title and interest in, to
and under all personal property and other assets, whether now owned by or owing to, or hereafter
acquired by or arising in favor of such Grantor (including under any trade name or derivations
thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and
regardless of where located (all of which will be collectively referred to as the
“Collateral”), including:




	 	(i)	 	all Accounts;
	 
	 	(ii)	 	all Chattel Paper;
	 
	 	(iii)	 	all Copyrights, Patents and Trademarks;
	 
	 	(iv)	 	all Documents;
	 
	 	(v)	 	all Equipment;
	 
	 	(vi)	 	all Fixtures;
	 
	 	(vii)	 	all General Intangibles;
	 
	 	(viii)	 	all Goods;
	 
	 	(ix)	 	all Instruments;
	 
	 	(x)	 	all Inventory;
	 
	 	(xi)	 	all Investment Property;
	 
	 	(xii)	 	all cash or cash equivalents;
	 
	 	(xiii)	 	all letters of credit, Letter-of-Credit Rights and Supporting Obligations;




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	 	(xiv)	 	all Deposit Accounts with any bank or other financial institution;
	 
	 	(xv)	 	all Securities Accounts with any bank or other financial institution;
	 
	 	(xvi)	 	all Commercial Tort Claims;
	 
	 	(xvii)	 	all Assigned Contracts; and
	 
	 	(xviii)	 	and all accessions to, substitutions for and replacements, proceeds
(including Stock Rights), insurance proceeds and products of the
foregoing, together with all books and records, customer lists, credit
files, computer files, programs, printouts and other computer materials
and records related thereto and any General Intangibles at any time
evidencing or relating to any of the foregoing.





     Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and
no Grantor shall be deemed to have granted a security interest in, the following: (i) any of such
Grantor’s rights or interests in or under, any lease, license, contract or agreement to which such
Grantor is a party to the extent, but only to the extent that such a grant would, under the terms
of such lease, license, contract or agreement constitute or result in (a) the abandonment,
invalidation or unenforceability of any right, title or interest of such Grantor therein or (b) a
breach or termination pursuant to the terms of, or a default under such lease, license, contract or
agreement (other than to the extent that any such term would be rendered ineffective pursuant to
Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any
relevant jurisdiction or any other applicable law (including any bankruptcy or insolvency laws) or
principles of equity), provided that (x) immediately upon the ineffectiveness, lapse or
termination of any such provision, the Collateral shall include, and such Grantor shall be deemed
to have granted a security interest in, all such rights and interests as if such provision had
never been in effect and (y) to the extent that any such lease, license, contract or agreement
would otherwise constitute Collateral (but for the provisions of this paragraph), all proceeds
resulting from the sale or disposition by any Grantor of any rights of such Grantor under such
lease, license, contract or agreement shall constitute Collateral, (ii) any equipment or other
fixed or capital assets owned by a Grantor acquired after the date hereof that is subject to a Lien
securing a purchase money financing, project financing or capital or finance lease obligation
permitted to be incurred pursuant to the Credit Agreement if the contract or other agreement in
which such Lien is granted (or the documentation providing for such purchase money, project
financing or capital or finance lease obligation) prohibits the creation of any other Lien on such
property, provided, that immediately upon the ineffectiveness, lapse or termination of any
such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a
security interest in, all such rights and interests as if such provision had never been in effect,
(iii) more than 65% of the issued and outstanding Equity Interests entitled to vote (within the
meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary, and (iv) any Trademark
applications filed in the U.S. Patent and Trademark Office on the basis of such Grantor’s
“intent-to-use” such trademark, unless and until acceptable evidence of use of the trademark has
been filed with and accepted by the U.S. Patent and Trademark Office pursuant to Section 1(c) or
Section 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in
such Trademark application prior to such filing would adversely affect the enforceability or
validity of such Trademark application.



ARTICLE III

REPRESENTATIONS AND WARRANTIES




     Each Grantor represents and warrants to the Administrative Agent and the Lenders that:



     3.1. Title, Perfection and Priority. Such Grantor has good and valid rights in or the
power to transfer the Collateral and title to the Collateral with respect to which it has purported
to grant a security interest hereunder, free and clear of all Liens except for Liens permitted
under Section 4.1(e), and has full power and authority to grant to the Administrative Agent the
security interest in such Collateral pursuant hereto. When financing statements have been filed in
the appropriate offices against such Grantor in the locations listed on Exhibit F, the
Administrative Agent will have a fully perfected first priority security interest in that
Collateral of the Grantor in which a security interest may be perfected by filing, subject only to
Liens permitted under Section 4.1(e).



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     3.2. Type and Jurisdiction of Organization, Organizational and Identification Numbers.
The type of entity of such Grantor, its state of organization, the organizational number issued to
it by its state of organization and its federal employer identification number are set forth on
Exhibit A.



     3.3. Principal Location. Such Grantor’s mailing address and the location of its
place of business (if it has only one) or its chief executive office (if it has more than one place
of business), are disclosed in Exhibit A; such Grantor has no other places of business
except those set forth in Exhibit A.



     3.4. Collateral Locations. All of such Grantor’s locations where Collateral is
located are listed on Exhibit A. All of said locations are owned by such Grantor except
for locations (i) which are leased by the Grantor as lessee and designated in Part VII(b)
of Exhibit A and (ii) at which Inventory is held in a public warehouse or is otherwise held
by a bailee or on consignment as designated in Part VII(c) of Exhibit A.



     3.5. Deposit Accounts; Securities Accounts; Lock Boxes. All of such Grantor’s Deposit
Accounts, Securities Accounts and Lock Boxes are listed on Exhibit B.



     3.6. Exact Names. Such Grantor’s name in which it has executed this Security
Agreement is the exact name as it appears in such Grantor’s organizational documents, as amended,
as filed with such Grantor’s jurisdiction of organization. Such Grantor has not, during the past
five years, been known by or used any other corporate or fictitious name, or been a party to any
merger or consolidation, or been a party to any acquisition.



     3.7. Letter-of-Credit Rights; Chattel Paper; Commercial Tort Claims. Exhibit
C-1 lists all Letter-of-Credit Rights and Chattel Paper of such Grantor having a value in
excess of $500,000, individually. Set forth on Exhibit C-2 is a description of each
Commercial Tort Claim of such Grantor having a value in excess of $500,000, individually (including
a listing of the parties, description of the dispute, and, if available, case number). All action
by the Grantor necessary or desirable to protect and perfect the Administrative Agent’s Lien on
each item listed on Exhibits C-1 and C-2 (including the delivery of all originals and the
placement of a legend on all Chattel Paper as required hereunder) has been duly taken. The
Administrative Agent will have a fully perfected first priority security interest in the Collateral
listed on Exhibits C-1 and C-2, subject only to Liens permitted under Section 4.1(e).



     3.8. Accounts and Chattel Paper.



          (a) The names of the obligors, amounts owing, due dates and other information with respect to
its Accounts and Chattel Paper are and will be correctly stated in all records of such Grantor
relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the
Administrative Agent by such Grantor from time to time. As of the time when each Account or each
item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that
such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine
and in all respects what they purport to be.




          (b) With respect to its Accounts, except as specifically disclosed on the most recent
Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide
sales of Inventory or rendering of services to Account Debtors in the ordinary course of such
Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there
are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has
not made any agreement with any Account Debtor for any extension of time for the payment thereof,
any compromise or settlement for less than the full amount thereof, any release of any Account
Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed
by such Grantor in the ordinary course of its business for prompt payment and disclosed to the
Administrative Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences
which in any way impair the validity or enforceability thereof or could reasonably be expected to
reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices,
statements and Collateral Reports with respect thereto; (v) such Grantor has not received any
notice of proceedings or actions which are threatened or pending against any Account Debtor which
might result in any adverse change in such Account Debtor’s financial condition; and (vi) such
Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they
become due.







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          (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices,
statements and Collateral Reports with respect thereto are actually and absolutely owing to such
Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall
be made thereon except payments immediately delivered to a Lock Box as required pursuant to Section
7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.




     3.9. Inventory. With respect to any of its Inventory scheduled or listed on the most
recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of
such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in
transit) is now, or shall at any time or times hereafter be stored at any other location except as
permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such
Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever
except for the Lien granted to the Administrative Agent, for the benefit of the Administrative
Agent and Lenders, and except for Permitted Liens, (d) except as specifically disclosed in the most
recent Collateral Report, such Inventory is Eligible Inventory of good and merchantable quality,
free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty,
trademark, trade name or copyright agreements with any third parties which would require any
consent of any third party upon sale or disposition of that Inventory or the payment of any monies
to any third party upon such sale or other disposition, (f) such Inventory has been substantially
produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all
rules, regulations and orders thereunder and (g) the completion of manufacture, sale or other
disposition of such Inventory by the Administrative Agent following an Event of Default shall not
require the consent of any Person and shall not constitute a breach or default under any contract
or agreement to which such Grantor is a party or to which such property is subject.



     3.10. Intellectual Property. Such Grantor does not have any interest in, or title to,
any Patent, Trademark or Copyright except as set forth in Exhibit D, which exhibit shall be
delivered to the Administrative Agent not later than thirty (30) days after the Effective Date
pursuant to Section 4.7(f). This Security Agreement is effective to create a valid and continuing
Lien and, upon filing of appropriate financing statements in the offices listed on Exhibit
F and this Security Agreement with the United States Copyright Office and the United States
Patent and Trademark Office, fully perfected first priority security interests in favor of the
Administrative Agent on such Grantor’s Patents, Trademarks and Copyrights, such perfected security
interests are enforceable as such as against any and all creditors of and purchasers from such
Grantor; and all action necessary or desirable to protect and perfect the Administrative Agent’s
Lien on such Grantor’s Patents, Trademarks or Copyrights shall have been duly taken.



     3.11. Filing Requirements. None of its Equipment is covered by any certificate of
title, except for motor vehicles having an aggregate value not in excess of $2,500,000. None of
the Collateral owned by it is of a type for which security interests or liens may be perfected by
filing under any federal statute except for (a) motor vehicles and (b) Patents, Trademarks and
Copyrights held by such Grantor and described in Exhibit D.



     3.12. No Financing Statements, Security Agreements. No financing statement or
security agreement describing all or any portion of the Collateral which has not lapsed or been
terminated naming such Grantor as debtor has been filed or is of record in any jurisdiction except
(a) for financing statements or security agreements naming the Administrative Agent on behalf of
the Lenders as the secured party and (b) as permitted by Section 4.1(e).



     3.13. Pledged Collateral.



          (a) Exhibit E sets forth a complete and accurate list of all Pledged Collateral owned
by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of
the Pledged Collateral listed on Exhibit E as being owned by it, free and clear of any
Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) all
Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such
concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are
fully paid and non-assessable, (ii) with respect to any certificates delivered to the
Administrative Agent representing an Equity Interest, either such certificates are Securities as
defined in Article






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8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are
not Securities, such Grantor has so informed the Administrative Agent so that the Administrative
Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all
such Pledged Collateral held by a securities intermediary is covered by a Control Agreement among
such Grantor, the securities intermediary and the Administrative Agent pursuant to which the
Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed
to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of
such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not
in default thereunder.




          (b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred
in violation of the securities registration, securities disclosure or similar laws of any
jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options,
warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or
which obligate the issuer of any Equity Interest included in the Pledged Collateral to issue
additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and
no giving of notice, filing with, any governmental authority or any other Person is required for
the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for
the execution, delivery and performance of this Security Agreement by such Grantor, or for the
exercise by the Administrative Agent of the voting or other rights provided for in this Security
Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security
Agreement, except as may be required in connection with such disposition by laws affecting the
offering and sale of securities generally.




          (c) Except as set forth in Exhibit E, such Grantor owns 100% of the issued and
outstanding Equity Interests which constitute Pledged Collateral owned by it and none of the
Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of
payment to other Indebtedness or subject to the terms of an indenture.




ARTICLE IV

COVENANTS




     From the date of this Security Agreement, and thereafter until this Security Agreement is
terminated, each Grantor agrees that:



     4.1. General.



          (a) Collateral Records. Such Grantor will maintain complete and accurate books and
records with respect to the Collateral, and furnish to the Administrative Agent, with sufficient
copies for each of the Lenders, updates with respect to Exhibits A, B, C-1, C-2, D, E, F and
G hereto in accordance with Section 4.1(c) and such reports relating to such Collateral as the
Administrative Agent shall from time to time request.




          (b) Authorization to File Financing Statements; Ratification. Such Grantor hereby
authorizes the Administrative Agent to file, and if requested will deliver to the Administrative
Agent, all financing statements and other documents and take such other actions as may from time to
time be requested by the Administrative Agent in order to maintain, subject to Permitted Liens, a
first perfected security interest in and, if applicable, Control of, the Collateral owned by such
Grantor. Any financing statement filed by the Administrative Agent may be filed in any filing
office in any UCC jurisdiction and may (i) indicate such Grantor’s Collateral (1) as all assets of
the Grantor or words of similar effect, regardless of whether any particular asset comprised in the
Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (2) by any other
description which reasonably approximates the description contained in this Security Agreement, and
(ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency
or filing office acceptance of any financing statement or amendment, including (A) whether such
Grantor is an organization, the type of organization and any organization identification number
issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or
indicating such Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient
description of real property to which the Collateral relates. Such Grantor also agrees to furnish
any such information to the Administrative Agent promptly upon request.






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Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any
UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date
hereof.




          (c) Further Assurances. Such Grantor will, if so requested by the Administrative
Agent, furnish to the Administrative Agent, as often as the Administrative Agent requests,
statements and schedules further identifying and describing the Collateral owned by it and such
other reports and information in connection with its Collateral as the Administrative Agent may
reasonably request, all in such detail as the Administrative Agent may specify. Such Grantor also
agrees to take any and all actions necessary to defend title to the Collateral against all persons
and to defend the security interest of the Administrative Agent in its Collateral and the priority
thereof against any Lien not expressly permitted hereunder. For purposes of this Security
Agreement, all references to Exhibits A, B, C-1, C-2, D, E, F and G hereto shall be deemed
to refer to each such exhibit as updated from time to time pursuant to supplements and amendments
delivered by the Grantor to the Administrative Agent.




          (d) Disposition of Collateral. Such Grantor will not sell, lease or otherwise dispose
of the Collateral owned by it except for dispositions specifically permitted pursuant to Section
6.05 of the Credit Agreement.




          (e) Liens. Such Grantor will not create, incur, or suffer to exist any Lien on the
Collateral owned by it except Permitted Liens.




          (f) Other Financing Statements. Such Grantor will not authorize the filing of any
financing statement naming it as debtor covering all or any portion of the Collateral owned by it,
except as permitted by Section 4.1(e). Such Grantor acknowledges that it is not authorized to file
any financing statement or amendment or termination statement with respect to any financing
statement without the prior written consent of the Administrative Agent, subject to such Grantor’s
rights under Section 9-509(d)(2) of the UCC.




          (g) Locations. Such Grantor will not (i) maintain any Collateral owned by it at any
location other than those locations listed on Exhibit A, (ii) otherwise change, or add to,
such locations without the Administrative Agent’s prior written consent as required by the Credit
Agreement (and if the Administrative Agent gives such consent, such Grantor will concurrently
therewith obtain a Collateral Access Agreement for each such location to the extent required by the
Credit Agreement), or (iii) change its principal place of business or chief executive office from
the location identified on Exhibit A, other than as permitted by the Credit Agreement.




          (h) Compliance with Terms. Such Grantor will perform and comply with all obligations
in respect of the Collateral owned by it and all agreements to which it is a party or by which it
is bound relating to such Collateral.




     4.2. Receivables.



          (a) Certain Agreements on Receivables. Such Grantor will not make or agree to make
any discount, credit, rebate or other reduction in the original amount owing on a Receivable or
accept in satisfaction of a Receivable less than the original amount thereof, except that, prior to
the occurrence of an Event of Default, such Grantor may discount or adjust the amount of Accounts
arising from the sale of Inventory in accordance with its present policies and in the ordinary
course of business.




          (b) Collection of Receivables. Except as otherwise provided in this Security
Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due
or hereafter due to such Grantor under the Receivables owned by it.




          (c) Delivery of Invoices. Such Grantor will deliver to the Administrative Agent
immediately upon its request duplicate invoices with respect to each Account owned by it bearing
such language of assignment as the Administrative Agent shall specify.







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          (d) Disclosure of Counterclaims on Receivables. If (i) any discount, credit or
agreement to make a rebate or to otherwise reduce the amount owing on any Receivable owned by such
Grantor exists or (ii) if, to the knowledge of such Grantor, any dispute, setoff, claim,
counterclaim or defense exists or has been asserted or threatened with respect to any such
Receivable, such Grantor will promptly disclose such fact to the Administrative Agent in writing.
Such Grantor shall send the Administrative Agent a copy of each credit memorandum in excess of
$500,000 as soon as issued, and such Grantor shall promptly report each credit memo and each of the
facts required to be disclosed to the Administrative Agent in accordance with this Section 4.2(d)
on the Borrowing Base Certificates submitted by it.




          (e) Electronic Chattel Paper. Such Grantor shall take all steps necessary to grant
the Administrative Agent Control of all electronic chattel paper in accordance with the UCC and all
“transferable records” as defined in each of the Uniform Electronic Transactions Act and the
Electronic Signatures in Global and National Commerce Act.




     4.3. Inventory and Equipment.



          (a) Maintenance of Goods. Such Grantor will do all things necessary to maintain,
preserve, protect and keep its Inventory and the Equipment in good repair and working and saleable
condition, except for damaged or defective goods arising in the ordinary course of such Grantor’s
business and except for ordinary wear and tear in respect of the Equipment.




          (b) Returned Inventory. If an Account Debtor returns any Inventory to such Grantor
when no Event of Default exists, then such Grantor shall promptly determine the reason for such
return and shall issue a credit memorandum to the Account Debtor in the appropriate amount. Such
Grantor shall immediately report to the Administrative Agent any return involving inventory having
a fair market value in excess of $500,000. Each such report shall indicate the reasons for the
returns and the locations and condition of the returned Inventory. In the event any Account Debtor
returns Inventory to such Grantor when an Event of Default exists, such Grantor, upon the request
of the Administrative Agent, shall: (i) hold the returned Inventory in trust for the Administrative
Agent; (ii) segregate all returned Inventory from all of its other property; (iii) dispose of the
returned Inventory solely according to the Administrative Agent’s written instructions; and (iv)
not issue any credits or allowances with respect thereto without the Administrative Agent’s prior
written consent. All returned Inventory shall be subject to the Administrative Agent’s Liens
thereon. Whenever any Inventory is returned, the related Account shall be deemed ineligible to the
extent of the amount owing by the Account Debtor with respect to such returned Inventory and such
returned Inventory shall not be Eligible Inventory.




          (c) Inventory Count; Perpetual Inventory System. Such Grantor will conduct a physical
count of its Inventory at least once per fiscal year, and after and during the continuation of an
Event of Default, at such other times as the Administrative Agent requests. Such Grantor, at its
own expense, shall deliver to the Administrative Agent the results of each physical verification,
which such Grantor has made, or has caused any other Person to make on its behalf, of all or any
portion of its Inventory. Such Grantor will maintain a perpetual inventory reporting system at all
times.




          (d) Equipment. Such Grantor shall promptly inform the Administrative Agent of any
additions to or deletions from its Equipment which individually exceed $2,500,000. Such Grantor
will not, without the Administrative Agent’s prior written consent, alter or remove any identifying
symbol or number on any of such Grantor’s Equipment constituting Collateral.




     4.4. Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor
will (a) deliver to the Administrative Agent promptly following the execution of this Security
Agreement the originals of (x) all Chattel Paper having a value in excess of $500,000 and (y) all
Securities and Instruments, in each case constituting Collateral owned by it (if any then exist),
(b) hold in trust for the Administrative Agent upon receipt and immediately thereafter deliver to
the Administrative Agent any such Chattel Paper, Securities and Instruments constituting
Collateral, (c) upon the Administrative Agent’s request, deliver to the Administrative Agent (and
thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the
Administrative Agent) any Document evidencing or constituting Collateral and (d) upon the
Administrative



10









 




Agent’s request, deliver to the Administrative Agent a duly executed amendment to this
Security Agreement, in the form of Exhibit G hereto (the “Amendment”), pursuant to
which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the
Administrative Agent to attach each Amendment to this Security Agreement and agrees that all
additional Collateral owned by it set forth in such Amendments shall be considered to be part of
the Collateral. Notwithstanding anything to the contrary contained in this Security Agreement or
any other Loan Document, not later than thirty (30) days after the Effective Date, such Grantor
shall deliver to the Administrative Agent the original certificates representing the Equity
Interests of Foreign Subsidiaries which constitute Pledged Collateral owned by such Grantor as of
the Effective Date, together with the executed undated powers for each such certificate.




     4.5. Uncertificated Pledged Collateral.



          (a) Such Grantor will cause the issuers of Equity Interests which constitute Pledged
Collateral owned by such Grantor to comply with any and all instructions originated by the
Administrative Agent regarding such Equity Interests, notwithstanding anything to the contrary in
any other agreement between such Grantor and such issuers. Such Grantor further agrees that it
shall cause the issuers of Equity Interests which constitute Pledged Collateral owned by such
Grantor not to certificate such Equity Interests or register any party other than such Grantor,
another Grantor or the Administrative Agent or the Administrative Agent’s designee as the
registered owner of any portion of such Equity Interests, or allow any party other than the
Administrative Agent or its designee to become the holder of any such Equity Interests or an
entitlement thereto, in each case without the prior written consent of the Administrative Agent.




          (b) Such Grantor will permit the Administrative Agent from time to time to cause the
appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of
uncertificated securities or other types of Pledged Collateral owned by it not represented by
certificates to mark their books and records with the numbers and face amounts of all such
uncertificated securities or other types of Pledged Collateral not represented by certificates and
all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted
pursuant to this Security Agreement. Without limiting the foregoing, such Grantor will, with
respect to any such Pledged Collateral held with a securities intermediary, cause such securities
intermediary to enter into a control agreement with the Administrative Agent, in form and substance
satisfactory to the Administrative Agent, giving the Administrative Agent Control.




          (c) Each Grantor that is an issuer of uncertificated securities which constitute Pledged
Collateral hereby acknowledges and agrees that (i) the Administrative Agent shall be deemed to have
“control” over such uncertificated securities within the meaning of Section 8-106 of the UCC, (ii)
such Grantor shall comply with all instructions originated by the Administrative Agent regarding
such uncertificated securities, (iii) such Grantor shall market its books and records to reflect
the Lien of the Administrative Agent in such uncertificated securities, and (iv) such Grantor shall
not register any transfer of any portion of such uncertificated securities to any Person other than
to another Grantor or to the Administrative Agent or the Administrative Agent’s designee.




          (d) Each of the parties hereto acknowledges and agrees that this Security Agreement evidences
the Administrative Agent’s “control” over all “uncertificated securities” and “investment property”
constituting Pledged Collateral in accordance with the applicable provisions of, and as such terms
are defined in, Articles 8 and 9 of the UCC.




     4.6. Pledged Collateral.



          (a) Changes in Capital Structure of Issuers. Except as otherwise permitted under the
terms of the Credit Agreement, such Grantor will not (i) permit or suffer any issuer of an Equity
Interest constituting Pledged Collateral owned by it to dissolve, merge, liquidate, retire any of
its Equity Interests or other Instruments or Securities evidencing ownership, reduce its capital,
sell or encumber all or substantially all of its assets (except for Permitted Liens and sales of
assets permitted pursuant to Section 4.1(d)) or merge or consolidate with any other entity, or (ii)
vote any such Pledged Collateral in favor of any of the foregoing.







11









 








          (b) Issuance of Additional Securities. Such Grantor will not permit or suffer the
issuer of an Equity Interest constituting Pledged Collateral owned by it to issue additional Equity
Interests, any right to receive the same or any right to receive earnings, except to such Grantor
or another Grantor.




          (c) Registration of Pledged Collateral. Such Grantor will permit any registrable
Pledged Collateral owned by it to be registered in the name of the Administrative Agent or its
nominee at any time at the option of the Required Secured Parties.




          (d) Exercise of Rights in Pledged Collateral.





          (i) Without in any way limiting the foregoing and subject to clause (ii) below, such
Grantor shall have the right to exercise all voting rights or other rights relating to the
Pledged Collateral owned by it for all purposes not inconsistent with this Security
Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote
or other right shall be exercised or action taken which would have the effect of impairing
the rights of the Administrative Agent in respect of such Pledged Collateral.




          (ii) Such Grantor will permit the Administrative Agent or its nominee at any time after
the occurrence and during the continuance of an Event of Default, without notice, to
exercise all voting rights or other rights relating to the Pledged Collateral owned by it,
including, without limitation, exchange, subscription or any other rights, privileges, or
options pertaining to any Equity Interest or Investment Property constituting such Pledged
Collateral as if it were the absolute owner thereof.




          (iii) Such Grantor shall be entitled to collect and receive for its own use all cash
dividends and interest paid in respect of the Pledged Collateral owned by it to the extent
not in violation of the Credit Agreement other than any of the following
distributions and payments (collectively referred to as the “Excluded Payments”):
(A) dividends and interest paid or payable other than in cash in respect of such Pledged
Collateral, and instruments and other property received, receivable or otherwise distributed
in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other
distributions paid or payable in cash in respect of such Pledged Collateral in connection
with a partial or total liquidation or dissolution or in connection with a reduction of
capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or
otherwise distributed, in respect of principal of, or in redemption of, or in exchange for,
such Pledged Collateral; provided however, that until actually paid, all rights to such
distributions shall remain subject to the Lien created by this Security Agreement; and




          (iv) All Excluded Payments and all other distributions in respect of any of the Pledged
Collateral owned by such Grantor, whenever paid or made, shall be delivered to the
Administrative Agent to hold as Pledged Collateral and shall, if received by such Grantor,
be received in trust for the benefit of the Administrative Agent, be segregated from the
other property or funds of such Grantor, and be forthwith delivered to the Administrative
Agent as Pledged Collateral in the same form as so received (with any necessary
endorsement).



     4.7. Intellectual Property.



          (a) Such Grantor will use its best efforts to secure all consents and approvals necessary or
appropriate for the assignment to or benefit of the Administrative Agent of any License held by
such Grantor and to enforce the security interests granted hereunder; provided, however, that the
foregoing shall not apply to any License for the use of intellectual property where such License is
for the use of intellectual property that is commercially available.




          (b) Such Grantor shall notify the Administrative Agent immediately if it knows or has reason
to know that any application or registration relating to any Patent, Trademark or Copyright (now or
hereafter existing) may become abandoned or dedicated, or of any adverse determination or
development (including the institution of, or any such determination or development in, any
proceeding in the United States Patent and Trademark Office, the United States Copyright Office or
any court) regarding such Grantor’s






12









 







ownership of any Patent, Trademark or Copyright, its right to register the same, or to keep
and maintain the same.




          (c) In no event shall such Grantor, either directly or through any agent, employee, licensee
or designee, file an application for the registration of any Patent, Trademark or Copyright with
the United States Patent and Trademark Office, the United States Copyright Office or any similar
office or agency without giving the Administrative Agent prior written notice thereof, and, upon
request of the Administrative Agent, such Grantor shall execute and deliver any and all security
agreements as the Administrative Agent may request to evidence the Administrative Agent’s first
priority security interest on such Patent, Trademark or Copyright, and the General Intangibles of
such Grantor relating thereto or represented thereby.




          (d) Such Grantor shall take all actions necessary or requested by the Administrative Agent to
maintain and pursue each application, to obtain the relevant registration and to maintain the
registration of each of its Patents, Trademarks and Copyrights (now or hereafter existing),
including the filing of applications for renewal, affidavits of use, affidavits of
noncontestability and opposition and interference and cancellation proceedings, except if such
Patent, Trademark or Copyright is not material to the conduct of such Grantor’s business.




          (e) Such Grantor shall, unless it shall reasonably determine that such Patent, Trademark or
Copyright is in no way material to the conduct of its business or operations, promptly sue for
infringement, misappropriation or dilution and to recover any and all damages for such
infringement, misappropriation or dilution, and shall take such other actions as the Administrative
Agent shall deem appropriate under the circumstances to protect such Patent, Trademark or
Copyright. In the event that such Grantor institutes suit because any of its Patents, Trademarks
or Copyrights constituting Collateral is infringed upon, or misappropriated or diluted by a third
party, such Grantor shall comply with Section 4.8.




          (f) Notwithstanding anything to the contrary contained in this Security Agreement or any other
Loan Document, not later than thirty (30) days after the Effective Date, such Grantor shall (i)
deliver to the Administrative Agent the results of patent and trademark searches of the U.S. Patent
and Trademark Office databases, evidencing its ownership of all Patents and Trademarks held by such
Grantor, together with a true, correct and complete listing of all Patents and Trademarks
(including any licenses of the foregoing) in which such Grantor has an ownership interest, which
listing shall be attached to this Security Agreement as Exhibit D, and (ii) execute and
deliver in favor of the Administrative Agent (x) a patent security agreement and (y) a trademark
security agreement, in each case in form and substance reasonably satisfactory to the
Administrative Agent.




     4.8. Commercial Tort Claims. Such Grantor shall promptly, and in any event within
fifteen (15) Business Days after the same is acquired by it, notify the Administrative Agent of any
Commercial Tort Claim acquired by it having a value in excess of $500,000 and, unless the
Administrative Agent otherwise consents, such Grantor shall enter into an amendment to this
Security Agreement, in the form of Exhibit G hereto, granting to Administrative Agent a
first priority security interest in such commercial tort claim.



     4.9. Letter-of-Credit Rights. If such Grantor is or becomes the beneficiary of a
letter of credit having a value in excess of $500,000, it shall promptly, and in any event within
two Business Days after becoming a beneficiary, notify the Administrative Agent thereof and cause
the issuer and/or confirmation bank to (i) consent to the assignment of any Letter-of-Credit Rights
to the Administrative Agent and (ii) agree to direct all payments thereunder to a Deposit Account
at the Administrative Agent or subject to a Control Agreement for application to the Secured
Obligations, in accordance with Section 2.18 of the Credit Agreement, all in form and substance
reasonably satisfactory to the Administrative Agent.



     4.10. Federal, State or Municipal Claims. Such Grantor will promptly notify the
Administrative Agent of any Collateral which constitutes a claim against the United States
government or any state or local government or any instrumentality or agency thereof having a value
in excess of $1,000,000, the assignment of which claim is restricted by federal, state or municipal
law.



13









 





     4.11. No Interference. Such Grantor agrees that it will not interfere with any right,
power and remedy of the Administrative Agent provided for in this Security Agreement or now or
hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of
the exercise by the Administrative Agent of any one or more of such rights, powers or remedies.



     4.12. Insurance.



          (a) In the event any Collateral is located in any area that has been designated by the Federal
Emergency Management Agency as a “Special Flood Hazard Area”, such Grantor shall purchase and
maintain flood insurance on such Collateral (including any personal property which is located on
any real property leased by such Loan Party within a “Special Flood Hazard Area”). The amount of
flood insurance required by this Section shall be in an amount equal to the lesser of the total
Commitment or the total replacement cost value of the improvements.




          (b) All insurance policies required hereunder and under Section 5.09 of the Credit Agreement
shall name the Administrative Agent (for the benefit of the Administrative Agent and the Lenders)
as an additional insured or as loss payee, as applicable, and shall contain loss payable clauses or
mortgagee clauses, through endorsements in form and substance satisfactory to the Administrative
Agent, which provide that: (i) all proceeds thereunder with respect to any Collateral shall be
payable to the Administrative Agent to be held, remitted to the Grantors or applied against the
Secured Obligations as provided in the Credit Agreement; (ii) no such insurance shall be affected
by any act or neglect of the insured or owner of the property described in such policy; and (iii)
such policy and loss payable or mortgagee clauses may be canceled, amended, or terminated only upon
at least thirty (30) days prior written notice given to the Administrative Agent.




          (c) All premiums on any such insurance shall be paid when due by such Grantor, and copies of
the policies delivered to the Administrative Agent. If such Grantor fails to obtain any insurance
as required by this Section, the Administrative Agent may obtain such insurance at the Grantor’s
expense. By purchasing such insurance, the Administrative Agent shall not be deemed to have waived
any Default arising from the Grantor’s failure to maintain such insurance or pay any premiums
therefor.




     4.13. Collateral Access Agreements. Such Grantor shall use commercially reasonable
efforts to obtain, within 120 days following the Closing Date, a Collateral Access Agreement, from
(x) the lessor of each leased property and (y) from any bailee or consignee with respect to any
warehouse, processor or converter facility or other location, in each case where inventory having a
fair market value in excess of $500,000 is stored or located or where machinery or equipment having
a fair market value in excess of $500,000 is stored or located, which agreement or letter shall
provide access rights, contain a waiver or subordination of all Liens or claims that the landlord,
bailee or consignee may assert against the Collateral at that location, and shall otherwise be
reasonably satisfactory in form and substance to the Administrative Agent. After the Closing Date,
no real property or warehouse space shall be leased by such Grantor and no Inventory shall be
shipped to a processor or converter under arrangements established after the Closing Date, unless
and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to
such location (unless the fair market value of the inventory at such location, or the fair market
value of the machinery and equipment at such location, is less than $500,000). Notwithstanding the
foregoing, if a Collateral Access Agreement has not been obtained with respect to any location
where inventory is stored or located, Eligible Inventory at that location shall be subject to the
establishment of Reserves acceptable to the Administrative Agent. Such Grantor shall timely and
fully pay and perform its obligations under all leases and other agreements with respect to each
leased location or third party warehouse where any Collateral is or may be located.



     4.14. Control Agreements. Such Grantor will provide to the Administrative Agent
Control Agreements to the extent required under Section 5.12 of the Credit Agreement.



     4.15. Change of Name or Location; Change of Fiscal Year. Except as otherwise
expressly permitted under the Credit Agreement, such Grantor shall not (a) change its name as it
appears in official filings in the state of its incorporation or organization, (b) change its chief
executive office, principal place of business, mailing address, corporate offices or warehouses or
locations at which Collateral is held or stored, or the



14









 




location of its records concerning the Collateral as set forth in the Security Agreement, (c)
change the type of entity that it is, (d) change its organization identification number, if any,
issued by its state of incorporation or other organization, or (e) change its state of
incorporation or organization, in each case, unless the Administrative Agent shall have received at
least twenty (20) days prior written notice of such change and the Administrative Agent shall have
acknowledged in writing that either (1) such change will not adversely affect the validity,
perfection or priority of the Administrative Agent’s security interest in the Collateral, or (2)
any reasonable action requested by the Administrative Agent in connection therewith has been
completed or taken (including any action to continue the perfection of any Liens in favor of the
Administrative Agent, on behalf of Lenders, in any Collateral), provided that, any new location
shall be in the continental U.S. Such Grantor shall not change its fiscal year which currently
ends on December 31.




     4.16. Assigned Contracts. Such Grantor will use its best efforts to secure all
consents and approvals necessary or appropriate for the assignment to or for the benefit of the
Administrative Agent of any Assigned Contract held by such Grantor and to enforce the security
interests granted hereunder, except where the failure to obtain such consent or approval could not
reasonably be expected to result in a Material Adverse Effect. Such Grantor shall fully perform
all of its obligations under each of its Assigned Contracts, and shall enforce all of its rights
and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided
however, that such Grantor shall not take any action or fail to take any action with respect to its
Assigned Contracts which would cause the termination of an Assigned Contract unless the Grantor
shall have reasonably determined that the termination of such Assigned Contract would not have a
Material Adverse Effect. Without limiting the generality of the foregoing, such Grantor shall take
all action necessary or appropriate to permit, and shall not take any action which would have any
materially adverse effect upon, the full enforcement of all indemnification rights under its
Assigned Contracts. Such Grantor shall notify the Administrative Agent and the Lenders in writing,
promptly after such Grantor becomes aware thereof, of any event or fact which could give rise to a
claim by it for indemnification in an amount in excess of $500,000 under any of its Assigned
Contracts, and shall diligently pursue such right to recover such claim and report to the
Administrative Agent on all further developments with respect thereto. If Full Cash Dominion shall
be in effect, such Grantor shall deposit into a Deposit Account at the Administrative Agent or
subject to a Control Agreement for application to the Secured Obligations, in accordance with
Section 2.18 of the Credit Agreement, all amounts received by such Grantor as indemnification or
otherwise pursuant to its Assigned Contracts. If such Grantor shall fail after the Administrative
Agent’s demand to pursue diligently any right under its Assigned Contracts, or if an Event of
Default then exists, the Administrative Agent may, and at the direction of the Required Secured
Parties shall, directly enforce such right in its own or such Grantor’s name and may enter into
such settlements or other agreements with respect thereto as the Administrative Agent or the
Required Secured Parties, as applicable, shall determine. In any suit, proceeding or action
brought by the Administrative Agent for the benefit of the Lenders under any Assigned Contract for
any sum owing thereunder or to enforce any provision thereof, such Grantor shall indemnify and hold
the Administrative Agent and Lenders harmless from and against all expense, loss or damage suffered
by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever
of the obligor thereunder arising out of a breach by such Grantor of any obligation thereunder or
arising out of any other agreement, indebtedness or liability at any time owing from such Grantor
to or in favor of such obligor or its successors. All such obligations of such Grantor shall be
and remain enforceable only against such Grantor and shall not be enforceable against the
Administrative Agent or the Lenders. Notwithstanding any provision hereof to the contrary, such
Grantor shall at all times remain liable to observe and perform all of its duties and obligations
under its Assigned Contracts, and the Administrative Agent’s or any Lender’s exercise of any of
their respective rights with respect to the Collateral shall not release such Grantor from any of
such duties and obligations. Neither the Administrative Agent nor any Lender shall be obligated to
perform or fulfill any of such Grantor’s duties or obligations under its Assigned Contracts or to
make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment
or property received by it thereunder or the sufficiency of performance by any party thereunder, or
to present or file any claim, or to take any action to collect or enforce any performance, any
payment of any amounts, or any delivery of any property.



15









 





ARTICLE V

EVENTS OF DEFAULT AND REMEDIES




     5.1. Events of Default. The occurrence of any one or more of the following events
shall constitute an Event of Default hereunder:



          (a) Any representation or warranty made by or on behalf of any Grantor under or in connection
with this Security Agreement shall be materially false as of the date on which made.




          (b) The breach by any Grantor of any of the terms or provisions of Article IV or
Article VII.




          (c) The breach by any Grantor (other than a breach which constitutes an Event of Default under
any other Section of this Article V) of any of the terms or provisions of this Security
Agreement which is not remedied within twenty (20) days after such breach.




          (d) The occurrence of any “Event of Default” under, and as defined in, the Credit Agreement.




          (e) Any Equity Interest which is included within the Collateral shall at any time constitute a
Security or the issuer of any such Equity Interest shall take any action to have such interests
treated as a Security unless (i) all certificates or other documents constituting such Security
have been delivered to the Administrative Agent and such Security is properly defined as such under
Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer
thereof or otherwise, or (ii) the Administrative Agent has entered into a control agreement with
the issuer of such Security or with a securities intermediary relating to such Security and such
Security is defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a
result of actions by the issuer thereof or otherwise.




     5.2. Remedies.



          (a) Upon the occurrence and during the continuance of an Event of Default, the Administrative
Agent may exercise any or all of the following rights and remedies:





          (i) those rights and remedies provided in this Security Agreement, the Credit
Agreement, or any other Loan Document; provided that, this Section 5.2(a) shall not be
understood to limit any rights or remedies available to the Administrative Agent and the
Lenders prior to an Event of Default;




          (ii) those rights and remedies available to a secured party under the UCC (whether or
not the UCC applies to the affected Collateral) or under any other applicable law
(including, without limitation, any law governing the exercise of a bank’s right of setoff
or bankers’ lien) when a debtor is in default under a security agreement;




          (iii) give notice of sole control or any other instruction under any Control Agreement
or and other control agreement with any securities intermediary and take any action therein
with respect to such Collateral;




          (iv) without notice (except as specifically provided in Section 8.1 or elsewhere
herein), demand or advertisement of any kind to any Grantor or any other Person, enter the
premises of any Grantor where any Collateral is located (through self-help and without
judicial process) to collect, receive, assemble, process, appropriate, sell, lease, assign,
grant an option or options to purchase or otherwise dispose of, deliver, or realize upon,
the Collateral or any part thereof in one or more parcels at public or private sale or sales
(which sales may be adjourned or continued from time to time with or without notice and may
take place at any Grantor’s premises or elsewhere), for cash, on credit or for



16









 







future delivery without assumption of any credit risk, and upon such other terms as the
Administrative Agent may deem commercially reasonable; and




          (v) concurrently with written notice to the applicable Grantor, transfer and register
in its name or in the name of its nominee the whole or any part of the Pledged Collateral,
to exchange certificates or instruments representing or evidencing Pledged Collateral for
certificates or instruments of smaller or larger denominations, to exercise the voting and
all other rights as a holder with respect thereto, to collect and receive all cash
dividends, interest, principal and other distributions made thereon and to otherwise act
with respect to the Pledged Collateral as though the Administrative Agent was the outright
owner thereof.



          (b) The Administrative Agent, on behalf of the Lenders, may comply with any applicable state
or federal law requirements in connection with a disposition of the Collateral and compliance will
not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.




          (c) The Administrative Agent shall have the right upon any such public sale or sales and, to
the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of
the Administrative Agent and the Lenders, the whole or any part of the Collateral so sold, free of
any right of equity redemption, which equity redemption the Grantor hereby expressly releases.




          (d) Until the Administrative Agent is able to effect a sale, lease, or other disposition of
Collateral, the Administrative Agent shall have the right to hold or use Collateral, or any part
thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its
value or for any other purpose deemed appropriate by the Administrative Agent. The Administrative
Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of
Collateral and to enforce any of the Administrative Agent’s remedies (for the benefit of the
Administrative Agent and Lenders), with respect to such appointment without prior notice or hearing
as to such appointment.




          (e) If, after the Credit Agreement has terminated by its terms and all of the Obligations have
been paid in full, there remain Swap Obligations outstanding, the Required Secured Parties may
exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would
allow or require the termination or acceleration of any Swap Obligations pursuant to the terms of
the Swap Agreement.




          (f) Notwithstanding the foregoing, neither the Administrative Agent nor the Lenders shall be
required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against,
any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment
of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to
any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or
any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in
any particular order, or (iii) effect a public sale of any Collateral.




          (g) Each Grantor recognizes that the Administrative Agent may be unable to effect a public
sale of any or all the Pledged Collateral and may be compelled to resort to one or more private
sales thereof in accordance with clause (a) above. Each Grantor also acknowledges that any
private sale may result in prices and other terms less favorable to the seller than if such sale
were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall
not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale
being private. The Administrative Agent shall be under no obligation to delay a sale of any of the
Pledged Collateral for the period of time necessary to permit any Grantor or the issuer of the
Pledged Collateral to register such securities for public sale under the Securities Act of 1933, as
amended, or under applicable state securities laws, even if the applicable Grantor and the issuer
would agree to do so.




     5.3. Grantor’s Obligations Upon Default. Upon the request of the Administrative Agent
after the occurrence and during the continuance of an Event of Default, each Grantor will:



17









 





          (a) assemble and make available to the Administrative Agent the Collateral and all books and
records relating thereto at any place or places specified by the Administrative Agent, whether at a
Grantor’s premises or elsewhere;




          (b) permit the Administrative Agent, by the Administrative Agent’s representatives and agents,
to enter, occupy and use any premises where all or any part of the Collateral, or the books and
records relating thereto, or both, are located, to take possession of all or any part of the
Collateral or the books and records relating thereto, or both, to remove all or any part of the
Collateral or the books and records relating thereto, or both, and to conduct sales of the
Collateral, without any obligation to pay the Grantor for such use and occupancy;




          (c) prepare and file, or cause an issuer of Pledged Collateral to prepare and file, with the
Securities and Exchange Commission or any other applicable government agency, registration
statements, a prospectus and such other documentation in connection with the Pledged Collateral as
the Administrative Agent may request, all in form and substance satisfactory to the Administrative
Agent, and furnish to the Administrative Agent, or cause an issuer of Pledged Collateral to furnish
to the Administrative Agent, any information regarding the Pledged Collateral in such detail as the
Administrative Agent may specify;




          (d) take, or cause an issuer of Pledged Collateral to take, any and all actions necessary to
register or qualify the Pledged Collateral to enable the Administrative Agent to consummate a
public sale or other disposition of the Pledged Collateral; and




          (e) at its own expense, cause the independent certified public accountants then engaged by
each Grantor to prepare and deliver to the Administrative Agent and each Lender, at any time, and
from time to time, promptly upon the Administrative Agent’s request, the following reports with
respect to the applicable Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all
Accounts; (iii) trial balances; and (iv) a test verification of such Accounts.




     5.4. Grant of Intellectual Property License. For the purpose of enabling the
Administrative Agent to exercise the rights and remedies under this Article V following the
occurrence and during the continuance of an Event of Default, each Grantor hereby (a) grants to the
Administrative Agent, for the benefit of the Administrative Agent and the Lenders, an irrevocable,
nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor)
to use, license or sublicense any intellectual property rights now owned or hereafter acquired by
such Grantor, and wherever the same may be located, and including in such license access to all
media in which any of the licensed items may be recorded or stored and to all computer software and
programs used for the compilation or printout thereof and (b) irrevocably agrees that the
Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including
without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor
and in connection with any such sale or other enforcement of the Administrative Agent’s rights
under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to
such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such
Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned
by or licensed to such Grantor and sell such Inventory as provided herein.



ARTICLE VI

ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY




     6.1. Account Verification. The Administrative Agent may at any time, in the
Administrative Agent’s own name, in the name of a nominee of the Administrative Agent, or in the
name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with the Account
Debtors of any such Grantor, parties to contracts with any such Grantor and obligors in respect of
Instruments of any such Grantor to verify with such Persons, to the Administrative Agent’s
satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts,
Instruments, Chattel Paper, payment intangibles and/or other Receivables; provided that, unless an
Event of Default shall have occurred and be continuing, the Administrative Agent shall notify the
Grantors prior to contacting Account Debtors.



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     6.2. Authorization for Secured Party to Take Certain Action.



          (a) Each Grantor irrevocably authorizes the Administrative Agent at any time and from time to
time in the sole discretion of the Administrative Agent and appoints the Administrative Agent as
its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing
statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to
maintain the perfection and priority of the Administrative Agent’s security interest in the
Collateral, (ii) to endorse and collect any cash proceeds of the Collateral, (iii) to file a
carbon, photographic or other reproduction of this Security Agreement or any financing statement
with respect to the Collateral as a financing statement and to file any other financing statement
or amendment of a financing statement (which does not add new collateral or add a debtor) in such
offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect
and to maintain the perfection and priority of the Administrative Agent’s security interest in the
Collateral, (iv) to contact and enter into one or more agreements with the issuers of
uncertificated securities which are Pledged Collateral or with securities intermediaries holding
Pledged Collateral as may be necessary or advisable to give the Administrative Agent Control over
such Pledged Collateral, (v) to apply the proceeds of any Collateral received by the Administrative
Agent to the Secured Obligations as provided in Section 7.4, (vi) to discharge past due taxes,
assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically
permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment or
enforce payment of the Receivables in the name of the Administrative Agent or such Grantor and to
endorse any and all checks, drafts, and other instruments for the payment of money relating to the
Receivables, (ix) to sign such Grantor’s name on any invoice or bill of lading relating to the
Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of
Receivables, (x) to exercise all of such Grantor’s rights and remedies with respect to the
collection of the Receivables and any other Collateral, (xi) to settle, adjust, compromise, extend
or renew the Receivables, (xii) to settle, adjust or compromise any legal proceedings brought to
collect Receivables, (xiii) to prepare, file and sign such Grantor’s name on a proof of claim in
bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to prepare, file
and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar
document in connection with the Receivables, (xv) to change the address for delivery of mail
addressed to such Grantor to such address as the Administrative Agent may designate and to receive,
open and dispose of all mail addressed to such Grantor, and (xvi) to do all other acts and things
necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the
Administrative Agent on demand for any payment made or any expense incurred by the Administrative
Agent in connection with any of the foregoing; provided that, this authorization shall not relieve
such Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.




          (b) All acts of said attorney or designee are hereby ratified and approved. The powers
conferred on the Administrative Agent, for the benefit of the Administrative Agent and Lenders,
under this Section 6.2 are solely to protect the Administrative Agent’s interests in the Collateral
and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such
powers. The Administrative Agent agrees that, except for the powers granted in Section
6.2(a)(i)-(vi), 6.2(a)(vii) solely with respect to periodic account verifications with prior notice
to the Grantors, and Section 6.2(a)(xvi), it shall not exercise any power or authority granted to
it unless an Event of Default has occurred and is continuing.




     6.3. Proxy. EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE
ADMINISTRATIVE AGENT AS ITS PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN SECTION 6.2 ABOVE) WITH
RESPECT TO ITS PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED COLLATERAL, WITH FULL
POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED COLLATERAL, THE
APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO
EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED
COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS,
CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE
EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY
SUCH PLEDGED COLLATERAL ON THE RECORD BOOKS OF THE ISSUER



19









 




THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED COLLATERAL OR ANY OFFICER OR
AGENT THEREOF), UPON THE OCCURRENCE OF A DEFAULT.




     6.4. Nature of Appointment; Limitation of Duty. THE APPOINTMENT OF THE ADMINISTRATIVE
AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH AN INTEREST AND
SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE
WITH SECTION 8.14. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NEITHER THE ADMINISTRATIVE AGENT, NOR
ANY LENDER, NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR
REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE
OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING
SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL
THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.



ARTICLE VII

COLLECTION AND APPLICATION OF COLLATERAL PROCEEDS; DEPOSIT ACCOUNTS,

SECURITIES ACCOUNTS, LOCK BOXES




     7.1. Collection of Receivables. As of the date of this Security Agreement, all
Deposit Accounts, Securities Accounts and postal lock boxes (“Lock Boxes”) established by
the Grantors with any banking institution, securities broker, securities intermediary or other
financial institution are listed on Exhibit B hereto. Each Grantor has and will continue
to direct its Account Debtors to remit cash, checks, electronic funds transfers and other similar
payments relating to or constituting payments made in respect of Receivables directly to a Lock
Box. Such Lock Box shall be subject to an irrevocable lockbox agreement in the form provided by or
otherwise acceptable to the Administrative Agent and shall be accompanied by an acknowledgment by
the bank where the Lock Box is located of the Lien of the Administrative Agent granted hereunder
and of irrevocable instructions to wire all amounts collected therein to the Collection Account
during an Availability Trigger Period pursuant to Section 7.2 (a “Lock Box Agreement”). If
any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a
Lock Box after notice from the Administrative Agent, the Administrative Agent shall be entitled to
make such notification directly to such Account Debtor.



     7.2. Application of Funds During an Availability Trigger Period. At all times during
an Availability Trigger Period, the Grantors shall comply and shall cause the Cash Management Bank
to comply with the provisions of Section 5.12(d) of the Credit Agreement. At all times during an
Availability Trigger Period, the Administrative Agent shall have the right (i) to declare that Full
Cash Dominion is in effect, (ii) to give a notice of sole control or other instruction under any
Control Agreement, (iii) to notify each banking institution, securities broker or securities
intermediary (including the Cash Management Bank) at which any Grantor maintains any Deposit
Account or Securities Account (in each case, other than Excluded Accounts), that (A) the
Administrative Agent has taken full dominion and control over all Deposit Accounts and Securities
Accounts (in each case, other than Excluded Accounts) and all funds from time to time on deposit
therein, (B) such banking institutions, securities brokers and securities intermediaries shall
follow all instructions given by the Administrative Agent with respect to such Deposit Accounts and
Securities Accounts, and (C) such banking institutions shall remit directly to the Collection
Account (or to such other account as the Administrative Agent may direct), on a daily basis (or on
such other basis as the Administrative Agent shall direct) all funds from time to time deposited
into such Deposit Accounts and Securities Accounts, and (iv) to automatically apply, on a daily
basis, all funds remitted to the Collection Account (or to such other account as the Administrative
Agent shall so direct), from all such Deposit Accounts and Securities Accounts, and all other
proceeds of the Collateral, to repay the Loans and other Obligations in accordance with Sections
2.11 and 2.18 of the Credit Agreement.



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     7.3. Covenant Regarding New Deposit Accounts; Securities Accounts and Lock Boxes.
Before opening or replacing any Deposit Account or Securities Account, or establishing a new Lock
Box, each Grantor shall (a) obtain the Administrative Agent’s consent in writing to the opening of
such Deposit Account, Securities Account or Lock Box, and (b) cause each bank or financial
institution in which it seeks to open a Deposit Account, Securities Account or Lock Box (in each
case, other than an Excluded Account) to enter into a Control Agreement with the Administrative
Agent in order to give the Administrative Agent dominion and control over such Deposit Account,
Securities Account or Lock Box. In the case of Deposit Accounts or Lock Boxes maintained with
Lenders, the terms of such letter shall be subject to the provisions of the Credit Agreement
regarding setoffs.



     7.4. Application of Proceeds; Deficiency. In the case of any sale or other
disposition of Collateral by the Administrative Agent in the exercise of its remedies provided
herein or in any other Loan Document, the proceeds of such sale shall be applied (and allocated) by
the Administrative Agent in accordance with Section 2.18 of the Credit Agreement. In the event
that the proceeds from any sale or other disposition of Collateral are insufficient to pay all
Secured Obligations in full, the Grantors shall remain liable for any deficiency, including any
attorneys’ fees and other expenses incurred by the Administrative Agents or any Lender to collect
such deficiency.



ARTICLE VIII

GENERAL PROVISIONS




     8.1. Waivers. Each Grantor hereby waives notice of the time and place of any public
sale or the time after which any private sale or other disposition of all or any part of the
Collateral may be made. To the extent such notice may not be waived under applicable law, any
notice made shall be deemed reasonable if sent to the Grantors, addressed as set forth in
Article IX, at least ten days prior to (i) the date of any such public sale or (ii) the
time after which any such private sale or other disposition may be made. To the maximum extent
permitted by applicable law, each Grantor waives all claims, damages, and demands against the
Administrative Agent or any Lender arising out of the repossession, retention or sale of the
Collateral, except such as arise solely out of the gross negligence or willful misconduct of the
Administrative Agent or such Lender as finally determined by a court of competent jurisdiction. To
the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes
the benefit and advantage of, and covenants not to assert against the Administrative Agent or any
Lender, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any
and all rights or defenses it may have as a surety now or hereafter existing which, but for this
provision, might be applicable to the sale of any Collateral made under the judgment, order or
decree of any court, or privately under the power of sale conferred by this Security Agreement, or
otherwise. Except as otherwise specifically provided herein, each Grantor hereby waives
presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of
any kind in connection with this Security Agreement or any Collateral.



     8.2. Limitation on Administrative Agent’s and Lenders’ Duty with Respect to the
Collateral. The Administrative Agent shall have no obligation to clean-up or otherwise prepare
the Collateral for sale. The Administrative Agent and each Lender shall use reasonable care with
respect to the Collateral in its possession or under its control. Neither the Administrative Agent
nor any Lender shall have any other duty as to any Collateral in its possession or control or in
the possession or control of any agent or nominee of the Administrative Agent or such Lender, or
any income thereon or as to the preservation of rights against prior parties or any other rights
pertaining thereto. To the extent that applicable law imposes duties on the Administrative Agent to
exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it
is commercially reasonable for the Administrative Agent (i) to fail to incur expenses deemed
significant by the Administrative Agent to prepare Collateral for disposition or otherwise to
transform raw material or work in process into finished goods or other finished products for
disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed
of, or to obtain or, if not required by other law, to fail to obtain governmental or third party
consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to
fail to exercise collection remedies against Account Debtors or other Persons obligated on
Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise
collection remedies



21









 




against Account Debtors and other Persons obligated on Collateral directly or through the use
of collection agencies and other collection specialists, (v) to advertise dispositions of
Collateral through publications or media of general circulation, whether or not the Collateral is
of a specialized nature, (vi) to contact other Persons, whether or not in the same business as such
Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to
hire one or more professional auctioneers to assist in the disposition of Collateral, whether or
not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing
internet sites that provide for the auction of assets of the types included in the Collateral or
that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to
dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties,
such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to
insure the Administrative Agent against risks of loss, collection or disposition of Collateral or
to provide to the Administrative Agent a guaranteed return from the collection or disposition of
Collateral, or (xii) to the extent deemed appropriate by the Administrative Agent, to obtain the
services of other brokers, investment bankers, consultants and other professionals to assist the
Administrative Agent in the collection or disposition of any of the Collateral. Each Grantor
acknowledges that the purpose of this Section 8.2 is to provide non-exhaustive indications of what
actions or omissions by the Administrative Agent would be commercially reasonable in the
Administrative Agent’s exercise of remedies against the Collateral and that other actions or
omissions by the Administrative Agent shall not be deemed commercially unreasonable solely on
account of not being indicated in this Section 8.2. Without limitation upon the foregoing, nothing
contained in this Section 8.2 shall be construed to grant any rights to any Grantor or to impose
any duties on the Administrative Agent that would not have been granted or imposed by this Security
Agreement or by applicable law in the absence of this Section 8.2.




     8.3. Compromises and Collection of Collateral. The Grantors and the Administrative
Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors
with respect to certain of the Receivables, that certain of the Receivables may be or become
uncollectible in whole or in part and that the expense and probability of success in litigating a
disputed Receivable may exceed the amount that reasonably may be expected to be recovered with
respect to a Receivable. In view of the foregoing, each Grantor agrees that the Administrative
Agent may at any time and from time to time, if an Event of Default has occurred and is continuing,
compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount
as the Administrative Agent in its sole discretion shall determine or abandon any Receivable, and
any such action by the Administrative Agent shall be commercially reasonable so long as the
Administrative Agent acts in good faith based on information known to it at the time it takes any
such action.



     8.4. Secured Party Performance of Debtor Obligations. Without having any obligation
to do so, the Administrative Agent may perform or pay any obligation which any Grantor has agreed
to perform or pay in this Security Agreement and the Grantors shall reimburse the Administrative
Agent for any amounts paid by the Administrative Agent pursuant to this Section 8.4. The Grantors’
obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a
Secured Obligation payable on demand.



     8.5. Specific Performance of Certain Covenants. Each Grantor acknowledges and agrees
that a breach of any of the covenants contained in Sections 4.1(d), 4.1(e), 4.4, 4.5, 4.6, 4.7,
4.8, 4.9, 4.10, 4.12, 4.13, 4.14, 4.15, 4.16, 5.3, or 8.7 or in Article VII will cause
irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and
Lenders have no adequate remedy at law in respect of such breaches and therefore agrees, without
limiting the right of the Administrative Agent or the Lenders to seek and obtain specific
performance of other obligations of the Grantors contained in this Security Agreement, that the
covenants of the Grantors contained in the Sections referred to in this Section 8.5 shall be
specifically enforceable against the Grantors.



     8.6. Dispositions Not Authorized. No Grantor is authorized to sell or otherwise
dispose of the Collateral except as set forth in Section 4.1(d) and notwithstanding any course of
dealing between any Grantor and the Administrative Agent or other conduct of the Administrative
Agent, no authorization to sell or otherwise dispose of the Collateral (except as set forth in
Section 4.1(d)) shall be binding upon the Administrative Agent or the Lenders unless such
authorization is in writing signed by the Administrative Agent with the consent or at the direction
of the Required Secured Parties.



22









 





     8.7. No Waiver; Amendments; Cumulative Remedies. No delay or omission of the
Administrative Agent or any Lender to exercise any right or remedy granted under this Security
Agreement shall impair such right or remedy or be construed to be a waiver of any Default or an
acquiescence therein, and any single or partial exercise of any such right or remedy shall not
preclude any other or further exercise thereof or the exercise of any other right or remedy. No
waiver, amendment or other variation of the terms, conditions or provisions of this Security
Agreement whatsoever shall be valid unless in writing signed by the Administrative Agent with the
concurrence or at the direction of the Lenders required under Section 9.02 of the Credit Agreement
and then only to the extent in such writing specifically set forth. All rights and remedies
contained in this Security Agreement or by law afforded shall be cumulative and all shall be
available to the Administrative Agent and the Lenders until the Secured Obligations have been paid
in full.



     8.8. Limitation by Law; Severability of Provisions. All rights, remedies and powers
provided in this Security Agreement may be exercised only to the extent that the exercise thereof
does not violate any applicable provision of law, and all the provisions of this Security Agreement
are intended to be subject to all applicable mandatory provisions of law that may be controlling
and to be limited to the extent necessary so that they shall not render this Security Agreement
invalid, unenforceable or not entitled to be recorded or registered, in whole or in part. Any
provision in any this Security Agreement that is held to be inoperative, unenforceable, or invalid
in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the operation, enforceability,
or validity of that provision in any other jurisdiction, and to this end the provisions of this
Security Agreement are declared to be severable.



     8.9. Reinstatement. This Security Agreement shall remain in full force and effect and
continue to be effective should any petition be filed by or against any Grantor for liquidation or
reorganization, should any Grantor become insolvent or make an assignment for the benefit of any
creditor or creditors or should a receiver or trustee be appointed for all or any significant part
of any Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be,
if at any time payment and performance of the Secured Obligations, or any part thereof, is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent
conveyance,” or otherwise, all as though such payment or performance had not been made. In the
event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the
Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.



     8.10. Benefit of Agreement. The terms and provisions of this Security Agreement shall
be binding upon and inure to the benefit of the Grantors, the Administrative Agent and the Lenders
and their respective successors and assigns (including all persons who become bound as a debtor to
this Security Agreement), except that no Grantor shall have the right to assign its rights or
delegate its obligations under this Security Agreement or any interest herein, without the prior
written consent of the Administrative Agent (except in connection with a transaction permitted
under Section 6.03(a) of the Credit Agreement). No sales of participations, assignments,
transfers, or other dispositions of any agreement governing the Secured Obligations or any portion
thereof or interest therein shall in any manner impair the Lien granted to the Administrative
Agent, for the benefit of the Administrative Agent and the Lenders, hereunder.



     8.11. Survival of Representations. All representations and warranties of the Grantors
contained in this Security Agreement shall survive the execution and delivery of this Security
Agreement.



     8.12. Taxes and Expenses. Any taxes (including income taxes) payable or ruled payable
by Federal or State authority in respect of this Security Agreement shall be paid by the Grantors,
together with interest and penalties, if any. The Grantors shall reimburse the Administrative
Agent for any and all out-of-pocket expenses and internal charges (including reasonable attorneys’,
auditors’ and accountants’ fees and reasonable time charges of attorneys, paralegals, auditors and
accountants who may be employees of the Administrative Agent) paid or incurred by the
Administrative Agent in connection with the preparation, execution, delivery, administration,
collection and enforcement of this Security Agreement and in the audit, analysis, administration,
collection, preservation or sale of the Collateral (including the expenses and charges associated
with any



23









 




periodic or special audit of the Collateral). Any and all costs and expenses incurred by the
Grantors in the performance of actions required pursuant to the terms hereof shall be borne solely
by the Grantors.




     8.13. Headings. The title of and section headings in this Security Agreement are for
convenience of reference only, and shall not govern the interpretation of any of the terms and
provisions of this Security Agreement.



     8.14. Termination. This Security Agreement shall continue in effect (notwithstanding
the fact that from time to time there may be no Secured Obligations outstanding) until (i) the
Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured
Obligations have been indefeasibly paid and performed in full (or with respect to any outstanding
Letters of Credit, a cash deposit or Supporting Letter of Credit has been delivered to the
Administrative Agent as required by the Credit Agreement) and no commitments of the Administrative
Agent or the Lenders which would give rise to any Secured Obligations are outstanding.



     8.15. Entire Agreement. This Security Agreement embodies the entire agreement and
understanding between the Grantors and the Administrative Agent relating to the Collateral and
supersedes all prior agreements and understandings between the Grantors and the Administrative
Agent relating to the Collateral.



     8.16. CHOICE OF LAW. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.



     8.17. CONSENT TO JURISDICTION. EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW
YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER
LOAN DOCUMENT AND EACH GRANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION
OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT
MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THE COURTS OF ANY
OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY GRANTOR AGAINST THE ADMINISTRATIVE AGENT OR ANY
LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY
AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.



     8.18. WAIVER OF JURY TRIAL. EACH GRANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER
HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR
CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED
THEREUNDER.



     8.19. Indemnity. Each Grantor hereby agrees to indemnify the Administrative Agent and
the Lenders, and their respective successors, assigns, agents and employees, from and against any
and all liabilities, damages, penalties, suits, costs, and expenses of any kind and nature
(including, without limitation, all expenses of litigation or preparation therefor whether or not
the Administrative Agent or any Lender is a party thereto) imposed on, incurred by or asserted
against the Administrative Agent or the Lenders, or their respective successors, assigns, agents
and employees, in any way relating to or arising out of the execution and delivery of this Security
Agreement or any actions taken or omitted to be taken by the Administrative Agent or the Lenders



24









 




in accordance with the terms of this Security Agreement, or the manufacture, purchase,
acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale,
return or other disposition of any Collateral (including, without limitation, latent and other
defects, whether or not discoverable by the Administrative Agent or the Lenders or any Grantor, and
any claim for Patent, Trademark or Copyright infringement).




     8.20. Counterparts. This Security Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and any of the parties
hereto may execute this Security Agreement by signing any such counterpart.



     8.21. Post Closing Matters. Each of the Parties hereto acknowledges and consents that
the documents and deliverables set forth in Exhibit H will be provided by the party
responsible therefor in the manner set forth in such exhibit on or prior to the due date specified
in such exhibit.



ARTICLE IX

NOTICES




     9.1. Sending Notices. Any notice required or permitted to be given under this
Security Agreement shall be sent by United States mail, telecopier, personal delivery or nationally
established overnight courier service, and shall be deemed received (a) when received, if sent by
hand or overnight courier service, or mailed by certified or registered mail notices or (b) when
sent, if sent by telecopier (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next Business Day
for the recipient), in each case addressed to the Grantors at the notice address set forth on
Exhibit A, and to the Administrative Agent and the Lenders at the addresses set forth in
accordance with Section 9.01 of the Credit Agreement.



     9.2. Change in Address for Notices. Each of the Grantors, the Administrative Agent
and the Lenders may change the address for service of notice upon it by a notice in writing to the
other parties.



ARTICLE X

THE ADMINISTRATIVE AGENT




     JPMorgan Chase Bank, N.A. has been appointed Administrative Agent for the Lenders hereunder
pursuant to Article VIII of the Credit Agreement. It is expressly understood and agreed by the
parties to this Security Agreement that any authority conferred upon the Administrative Agent
hereunder is subject to the terms of the delegation of authority made by the Lenders to the
Administrative Agent pursuant to the Credit Agreement, and that the Administrative Agent has agreed
to act (and any successor Administrative Agent shall act) as such hereunder only on the express
conditions contained in such Article VIII. Any successor Administrative Agent appointed pursuant
to Article VIII of the Credit Agreement shall be entitled to all the rights, interests and benefits
of the Administrative Agent hereunder.



[Signature Page Follows]




25









 





     IN WITNESS WHEREOF, the Grantors and the Administrative Agent have executed this Security
Agreement as of the date first above written.



	 	 	 	 	 
	 	GRANTORS:



ALTRA HOLDINGS, INC.

ALTRA INDUSTRIAL MOTION, INC.

 	 
	 	By:  	/s/
Glenn E. Deegan	 
	 	Name:  	Glenn E. Deegan 	 
	 	Title:  Vice President, Legal and Human Resources,
General Counsel and Secretary	 
	 
	 	AMERICAN ENTERPRISES MPT CORP.

AMERICAN ENTERPRISES MPT HOLDINGS, LLC

AMERIDRIVES INTERNATIONAL, LLC

BOSTON GEAR LLC

FORMSPRAG LLC

INERTIA DYNAMICS LLC

KILIAN MANUFACTURING CORPORATION

NUTTALL GEAR LLC

WARNER ELECTRIC INTERNATIONAL

HOLDING, INC.

WARNER ELECTRIC LLC

WARNER ELECTRIC TECHNOLOGY LLC

TB WOOD’S CORPORATION

TB WOOD’S INCORPORATED

TB WOOD’S ENTERPRISES, INC.

 	 
	 	By  	/s/
Glenn E. Deegan	 
	 	Name:  	Glenn Deegan 	 
	 	Title:  	Secretary 	 
	 














 





	 	 	 	 	 
	 	ADMINISTRATIVE AGENT



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 	 
	 	By  	/s/
Kathleen C. Maggi	 
	 	Name:  	Kathleen C. Maggi 	 
	 	Title:  	Senior Vice President 	 
	 
















 






PLEDGE AND SECURITY AGREEMENT




EXHIBITS



 









 





EXHIBIT A

(See Sections 3.2, 3.3, 3.4, 3.9 and 9.1 of Security Agreement)




NOTICE ADDRESS FOR ALL GRANTORS



c/o Altra Holdings, Inc.

300 Granite St., Suite 201

Braintree, MA 02184

Attention: Chief Financial Officer

Facsimile: (781) 843-0709



INFORMATION AND COLLATERAL LOCATIONS OF GRANTORS




	I.	 	General Information






	 	 	 	 	 	 	 	 	 	 	 
	Name of Grantor	 	State	 	Entity Type	 	 	Org. No	 	Tax No.
	Altra Holdings, Inc.

	 	DE
	 	C Corp.
	 	 	3870357	 	 	61-1478870
	Altra Industrial Motion, Inc.

	 	DE
	 	C Corp.
	 	 	3878606	 	 	30-0283143
	American Enterprises MPT Corp.

	 	DE
	 	C Corp.
	 	 	2673186	 	 	52-2005169
	American Enterprises MPT
Holdings, LLC

	 	DE
	 	LLC
	 	 	2686543	 	 	52-2005171
	Ameridrives International, LLC

	 	DE
	 	LLC
	 	 	2673483	 	 	54-1826102
	Boston Gear LLC

	 	DE
	 	LLC
	 	 	3822981	 	 	11-3723980
	Formsprag LLC

	 	DE
	 	LLC
	 	 	3534967	 	 	01-0712538
	Inertia Dynamics, LLC

	 	DE
	 	LLC
	 	 	4046002	 	 	20-4221420
	Kilian Manufacturing Corporation

	 	DE
	 	C Corp.
	 	 	0817664	 	 	06-0933715
	Nuttall Gear LLC

	 	DE
	 	LLC
	 	 	2765519	 	 	54-1856788
	TB Wood’s Corporation

	 	DE
	 	C Corp.
	 	 	2531112	 	 	25-1771145
	TB Wood’s Enterprises, Inc.

	 	DE
	 	C Corp.
	 	 	3102375	 	 	51-0393505
	TB Wood’s Incorporated

	 	PA
	 	C Corp.
	 	 	394660	 	 	23-1232420
	Warner Electric International
Holding, Inc.

	 	DE
	 	C Corp.
	 	 	3142042	 	 	54-1967086
	Warner Electric LLC

	 	DE
	 	LLC
	 	 	3142038	 	 	54-1967089
	Warner Electric Technology LLC

	 	DE
	 	LLC
	 	 	3142046	 	 	54-1967084







	II.	 	Place of Business (if it has only one) or Chief Executive Office
(if more than one place of business) and Mailing Address:
	 
	 	 	Chief Executive Office/Mailing Address of Each Grantor:




c/o Altra Holdings, Inc.

300 Granite St., Suite 201

Braintree, MA 02184

Attention: Chief Financial Officer

Facsimile: (781) 843-0709





	III.	 	Locations of Collateral:






	 	(a)	 	Properties Owned by the Grantors:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grantor/Owner	 	Street	 	City	 	State	 	Country	 	 	ZIP
	Warner Electric LLC

	 	449 Gardner Street
	 	South Beloit
	 	IL
	 	USA
	 	 	61080	 
	Warner Electric, LLC

	 	802 E. Short Street
	 	Columbia City
	 	IN
	 	USA
	 	 	46725	 
	TB Wood’s Corporation

	 	801 East Industrial
Avenue
	 	Mt. Pleasant
	 	MI
	 	USA
	 	 	48858	 
	Formsprag LLC

	 	23601 Hoover Road
	 	Warren
	 	MI
	 	USA
	 	 	48089	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grantor/Owner	 	Street	 	City	 	State	 	Country	 	 	ZIP
	Kilian Manufacturing
Corporation

	 	1728-36 Burnet Avenue
	 	Syracuse
	 	NY
	 	USA
	 	 	13206	 
	TB Wood’s Corporation

	 	440 North Fifth Avenue
	 	Chambersburg
	 	PA
	 	USA
	 	 	17201	 
	TB Wood’s Corporation

	 	3181 Black Gap Road
	 	Scotland
	 	PA
	 	USA
	 	 	18407	 
	Ameridrives International LLC

	 	1802 Pittsburgh Avenue
	 	Erie
	 	PA
	 	USA
	 	 	16502	 
	TB Wood’s Corporation

	 	33 Houser Rd.
	 	Fayetteville
	 	PA
	 	USA
	 	 	17222	 
	TB Wood’s Corporation

	 	521 Airport Road
	 	Chattanooga
	 	TN
	 	USA
	 	 	37421	 
	Warner Electric LLC

	 	2800 Fisher Road
	 	Wichita Falls
	 	TX
	 	USA
	 	 	76302	 
	TB Wood’s Corporation

	 	2000 Clovis Barker Road
	 	San Marcos
	 	TX
	 	USA
	 	 	78666	 






	 	 	 	 	 
	Vehicle	 	Location	 	VIN
	2006 CHEVROLET SILVERADO

	 	Chambersburg, PA
	 	3GCEK14T06G152780
	1990 INTERNATIONAL BOX TRUCK

	 	Chambersburg, PA
	 	1HTSCNDM4LH287202
	1985 FORD 4-WHEEL TRUCK

	 	Chambersburg, PA
	 	1FTEF26Y4FNA71159
	1991 GMC SIERRA PICKUP

	 	Chambersburg, PA
	 	1GTDC14H7ME546656
	2001 CHEVROLET IMPALA

	 	Chambersburg, PA
	 	2G1WF55EX19244569
	1998 CHEVROLET PICKUP

	 	Chambersburg, PA
	 	1GCGK24R4WZ191682
	2002 FORD TAURUS

	 	Chambersburg, PA
	 	1FAFP53U92A150581
	1972 CHEVROLET DUMP TRUCK

	 	Chambersburg, PA
	 	CCE532V120791
	2003 CHEVROLET SUBURBAN

	 	Chambersburg, PA
	 	3GNGK26G13G277286
	2001 CHEVROLET IMPALA

	 	San Marcos, TX
	 	2G1WF52EX19197905
	2000 FORD F350 TRUCK

	 	San Marcos, TX
	 	1FDWF36F2YED44039
	2008 CHEVY PICKUP

	 	Wichita Falls, TX
	 	1GBJK39678E198702
	2007 CHEVY PICKUP

	 	Wichita Falls, TX
	 	1GBJK39D87E120975
	1995 DODGE PICKUP

	 	Wichita Falls, TX
	 	1B7KC26Z2SS315830
	1999 FORD PICKUP

	 	Warren, MI
	 	1FTN20L4XEE76081
	1993 FORD FF-350 PICKUP

	 	New Hartford, CT
	 	1FTHF36H1PNA98551
	2002 INTERNATIONAL BOX TRUCK

	 	New Hartford, CT
	 	1HTMMAAM12H513455
	1994 FORD F-350XL

	 	South Beloit, IL
	 	2FDKF37HXRCA58476
	1998 DODGE DAKOTA PICKUP

	 	South Beloit, IL
	 	1B7FL26X4WS7649201
	2002 PONTIAC MONTANA VAN

	 	Syracuse, NY
	 	1GMDV03E22D237445
	2001 DODGE GRAND CARAVAN

	 	Syracuse, NY
	 	2B8GT54L81R105539
	2000 GMC SIERRA PICKUP

	 	Syracuse, NY
	 	1GTGK24U8YE121391
	1996 DODGE CARAVAN

	 	Syracuse, NY
	 	1B4GP44R6TB397360
	2007 HYUNDAI ENTOURAGE

	 	Syracuse, NY
	 	KNDMC233376036654
	2006 CHRYSLER PACIFICA

	 	Syracuse, NY
	 	2A4GM6836R606334
	2000 DODGE DURANGO

	 	Green Bay, WI
	 	1B4HS28N7YF147026
	1999 CHEVY C3500

	 	Green Bay, WI
	 	1GBJC34FOXF086353
	1994 CHEVY PICKUP

	 	Niagara Falls, NY
	 	1GCCS1442R8231748
	2004 FORD S350

	 	San Marcos, TX
	 	FDWF36P34EC00390
	1996 FORD 250

	 	Charlotte, NC
	 	1FTHF25H8TLB93819







	 	(b)	 	Properties Leased by the Grantors (Include Landlord’s Name):





	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 
	Grantor/Lessee	 	Landlord	 	Street	 	City	 	State	 	Country	 	ZIP
	Inertia Dynamics,
LLC

	 	Hitchcock
Properties, LLC
	 	31 Industrial Park
Road
	 	New Hartford
	 	CT
	 	USA
	 	 	06057	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	   	 	 	 
	Grantor/Lessee	 	Landlord	 	Street	 	City	 	State	 	Country	 	ZIP
	Warner Electric LLC

	 	Hendricks
Development Group
	 	420 Pershing Street
	 	South Beloit
	 	IL
	 	USA
	 	 	61080	 
	Warner Electric LLC

	 	Long Family
Properties, LLC
	 	960 Gardner Street
	 	South Beloit
	 	IL
	 	USA
	 	 	61080	 
	Formsprag LLC

	 	Nicholas Batistich
	 	485 S. Frontage
Road, Suite 330
	 	Burr Ridge
	 	IL
	 	USA
	 	 	60521	 
	Warner Electric LLC

	 	The Krenger CO.
	 	6593 Revlon Drive
	 	Belvidere
	 	IL
	 	USA
	 	 	61008	 
	Warner Electric LLC

	 	Precision Realty
Corporation
	 	722 E. Swihart Street
	 	Columbia City
	 	IN
	 	USA
	 	 	46725	 
	Altra Holdings, Inc.

	 	Sun Life Assurance
Company of Canada
	 	300 Granite Street
	 	Braintree
	 	MA
	 	USA
	 	 	02184	 
	Formsprag LLC

	 	Ronald D. Fecteku
	 	23554 Hoover Road
	 	Warren
	 	MI
	 	USA
	 	 	48089	 
	Boston Gear LLC

	 	John H.O. La Gatta
	 	701 Carrier Drive
	 	Charlotte
	 	NC
	 	USA
	 	 	28216	 
	TB Wood’s, Inc.

	 	Prologis NA3 TRS II
LLC
	 	4970 Joule Street
	 	Reno
	 	NV
	 	USA
	 	 	83502	 
	Nuttall Gear LLC

	 	Wheatfield Business
Park, LP.
	 	2221 Niagara Falls
Boulevard
	 	Niagara Falls
	 	NY
	 	USA
	 	 	14304	 
	Ameridrives
International LLC

	 	Brian R. Keyes and
Lisa Gladden-Keyes
	 	31 N. Sugan Road,
Suite 3D
	 	New Hope
	 	PA
	 	USA
	 	 	18938	 
	Warner Electric LLC

	 	Grapevine Realty, LLC
	 	1705 Northwest
Highway, Suite 125
	 	Grapevine
	 	TX
	 	USA
	 	 	76051	 
	Boston Gear LLC

	 	Caddo Investments LP
	 	2000 North Central
Expressway
	 	Plano
	 	TX
	 	USA
	 	 	75074	 
	Ameridrives
International LLC

	 	Ronald B. Snider and
Carol C. Snider
	 	1411 FM 1101, Suite B
	 	New Braunfels
	 	TX
	 	USA
	 	 	78130	 
	Warner Electric LLC

	 	Waukesha East
Commerce Center
	 	1701 Pearl Street
	 	Waukesha
	 	WI
	 	USA
	 	 	53186	 
	Ameridrives
International LLC

	 	R. A. Burton
Properties, LLC
	 	1680 Cornell Road
	 	Green Bay
	 	WI
	 	USA
	 	 	54313	 
	TB Wood’s
Enterprises, Inc.

	 	Belflint + Lyons
	 	1011 Centre Road,
Suite 322
	 	Wilmington
	 	DE
	 	USA
	 	 	19805	 







	 	(c)	 	Public Warehouses or other Locations pursuant to Bailment or Consignment
Arrangements (include name of Warehouse Operator or other Bailee or Consignee):





	 	 	 	 	 	 	 	 	 	 	 	 	 	   	 	 	 
	Grantor	 	Landlord	 	Purpose	 	Street	 	City	 	State	 	Country	 	ZIP
	Ameridrives 


International LLC

	 	Rockhill Machining
Industries Inc.
	 	Storage of raw
materials, finished
goods inventory,
work in progress
inventory, fixed
assets and
machinery
	 	3 Fourth Street
	 	Barberton
	 	Ohio
	 	USA
	 	 	44203	 
	Inertia Dynamics,
LLC

	 	Advanced DC Motors
	 	Inventory storage
	 	6500 New Venture
Gear Drive
	 	East Syracuse
	 	New York
	 	USA
	 	 	13057	 
	Kilian
Manufacturing
Corporation

	 	Kilian Korea (not
affiliated with
Kilian
Manufacturing
Corporation or Alta
Industrial Motion,
Inc.)
	 	Finished goods
inventory
consignment
	 	660-2 Bokjung-Dong,
SunjungGu,
Sungnam-Si
	 	Gyunggi Do
	 	—
	 	Republic of Korea
	 	 	—	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	   	 	 	 
	Grantor	 	Landlord	 	Purpose	 	Street	 	City	 	State	 	Country	 	ZIP
	Kilian
Manufacturing
Corporation

	 	Kilian Canada ULC
	 	General
	 	310 Judson Street
	 	Etobicoke
	 	Ontario
	 	Canada
	 	 	—	 
	TB Wood’s, Inc.

	 	International
Distribution
Corporation
	 	Inventory storage
	 	8530 Market Street
	 	Houston
	 	Texas
	 	USA
	 	 	77029	 
	TB Wood’s, Inc.

	 	Kaman Industrial
	 	Inventory storage
	 	1703 NE Argyle
	 	Portland
	 	OR
	 	USA
	 	 	97211	 
	TB Wood’s, Inc.

	 	Industrial Products
Company
	 	Inventory Business
	 	126 Texas Ave.
Bldg. 3
	 	San Marcos
	 	TX
	 	USA
	 	 	78666	 
	TB Wood’s, Inc.

	 	TB Wood’s Canada
Ltd.
	 	General
	 	6305 Danville Rd. #1
	 	Mississauga
	 	ON
	 	Canada
	 	 	—	 
	TB Wood’s, Inc.

	 	Industrial Blaju S.
A. de C.V.
	 	General
	 	Av. Comision
Federal de
Electricidad #850,
Parque Industrial
Millenium, 78395
San Luis Potosi
	 	San Luis Potosi
	 	—
	 	Mexico
	 	 	—	 
	TB Wood’s, Inc.

	 	Industrial Blaju S.
A. de C.V.
	 	General
	 	Oriente 237 No.
171, Colonia
Agricola Oriental,
08500
	 	Mexico, D.F.
	 	—
	 	Mexico
	 	 	—	 
	TB Wood’s, Inc.

	 	TB Wood’s Canada
Ltd.
	 	General
	 	9779 45th Ave.
	 	Edmonton
	 	Alberta
	 	Canada
	 	 	—	 
	TB Wood’s, Inc.

	 	TB Wood’s Canada
Ltd.
	 	General
	 	1073 Begin St.
Ville St. Laurent
	 	Ville St. Laurent,
Montreal
	 	Quebec
	 	Canada
	 	 	—	 
	Kilian
Manufacturing
Corporation

	 	Iron Mountain
	 	Document retention
	 	6667 Deere Rd.
	 	East Syracuse
	 	NY
	 	USA
	 	 	13057	 
	Kilian
Manufacturing
Corporation

	 	Empire Archives
	 	Document retention
	 	1300 South Salina
St.
	 	Syracuse
	 	NY
	 	USA
	 	 	13202	 
	Formsprag LLC

	 	Chicago Aluminum
Castings Co. Inc.
	 	Inventory and
equipment storage
	 	2647 West Ogden Ave.
	 	Chicago
	 	IL
	 	USA
	 	 	60606	 
	Formsprag LLC

	 	Master Machine &
Repair
	 	Inventory and
equipment storage
	 	6648 S.
Narragonsette
	 	Bedford Park
	 	IL
	 	USA
	 	 	60638	 
	Formsprag LLC

	 	Industrial Boring
	 	Inventory and
equipment storage
	 	23175 Blackstone
	 	Warren
	 	MI
	 	USA
	 	 	48089	 
	Formsprag LLC

	 	North Tool & Mfg.
Co.
	 	Inventory and
equipment storage
	 	17140 E. 10 Mile Rd.
	 	Eastpointe
	 	MI
	 	USA
	 	 	46021	 
	Formsprag LLC

	 	ARC Services of
Macomb
	 	Inventory and
equipment storage
	 	40450 Gratiot
	 	Clinton Twp
	 	MI
	 	USA
	 	 	48036	 
	Formsprag LLC

	 	D & D Machine Movers
	 	Inventory and
equipment storage
	 	29469 Groesbeck
Highway
	 	Roseville
	 	MI
	 	USA
	 	 	48066	 
	Formsprag LLC

	 	Gollnick Tool
Company
	 	Inventory and
equipment storage
	 	24300 Marmon
	 	Warrren
	 	MI
	 	USA
	 	 	18313	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Landlord	 	Purpose	 	Street	 	City	 	State	 	Country	 	ZIP
	Formsprag LLC

	 	Iron Mountain
	 	Document retention
	 	24300 Wahl Ct.
	 	Warren
	 	MI
	 	USA
	 	 	48089	 
	Formsprag LLC

	 	Iron Mountain
	 	Document retention
	 	7277 North Haggerty
Road
	 	Canton
	 	MI
	 	USA
	 	 	48187	 
	Formsprag LLC

	 	Boston Gear –
Canada Warehouse
	 	Inventory and
equipment storage
	 	6305 Danville Rd. #1
	 	Mississauga
	 	ON
	 	Canada
	 	 	—	 






 









 





EXHIBIT B


(See Section 3.5 of Security Agreement)




DEPOSIT ACCOUNTS



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Check here if	 	Description of
	 	 	 	 	 	 	Deposit Account is	 	Deposit Account
	 	 	 	 	 	 	a Collection	 	if not a Collection
	Name of Grantor	 	Name of Institution	 	Account Number	 	Account	 	Account
	See attached
consolidated bank
account listing.
	 	 	 	 	 	 	 	 






LOCK BOXES




	 	 	 	 	 
	Name of Grantor	 	Name of Institution	 	Lock Box Number
	See attached consolidated bank
account listing.
	 	 	 	 






SECURITIES ACCOUNTS




	 	 	 	 	 	 	 
	Name of Grantor	 	Name of Institution	 	Account Number
	Altra Industrial Motion, Inc.

	 	[*]
	 	[*]	 
	Altra Holdings, Inc.

	 	[*]	 	[*]	 
	Altra Holdings, Inc.

	 	[*]	 	[*]






 









 






Bank Account Data Collection




	 	 	 	 	 
	Location:

	 	[*]	 	 
	Submitted by:

	 	[*]	 	 
	Phone #:

	 	[*]	 	 
	Email:

	 	[*]	 	 






Global Bank Account Information




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Interest	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Bearing (Y	 	 	 	 	 	Maximum	 	 
	Bank	 	Company Name	 	Account Type	 	or N)	 	Currency	 	Annual Fees	 	Amt. Held	 	Purpose
	 
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	 	 	 	[*]	 	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	 	 	 	[*]	 	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	 	 	 	[*]	 	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	 	 	 	[*]	 	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	 	 	 	[*]	 	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	 	 	 	[*]	 	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	 	 	 	[*]	 	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	 	 	 	[*]	 	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	 	 	 	[*]	 	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	 	 	 	[*]	 	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	 	 	 	[*]	 	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	 	 	 	[*]	 	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	 	 	 	[*]	 	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	 	 	 	[*]	 	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	 	 	 	[*]	 	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	 	 	 	[*]	 	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	 	 	 	[*]	 	 	[*]






Authorized Signers:                                      



Carl Christenson

Christian Storch

Todd Patriacca




 









 





Bank Account Data Collection




	 	 	 	 	 
	Location:

	 	[*]	 	 
	Submitted by:

	 	[*]	 	 
	Phone #:

	 	[*]	 	 
	Email:

	 	[*]	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Interest	 	 	 	 	 	 	 	 
	 	 	 	 	Bearing (Y	 	 	 	 	 	Maximum	 	 
	Bank    	 	Account Type	 	or N)	 	Currency	 	Annual Fees	 	Amt. Held	 	Purpose
	 
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]






Bill Duff

Todd Menickelli




 









 





EXHIBIT C-1

(See Section 3.7 of Security Agreement)




LETTER OF CREDIT RIGHTS


None.




CHATTEL PAPER


None.




EXHIBIT C-2

(See definition of Commercial Tort Claims)




EXISTING COMMERCIAL TORT CLAIMS


None.






 









 








EXHIBIT D

(See Section 3.10 and 3.11 of Security Agreement)




INTELLECTUAL PROPERTY RIGHTS



PATENTS



	 	 	 	 	 	 	 
	Name of Grantor	 	Patent Description	 	Patent Number	 	Issue Date
	See attached
Consolidated Patent
List
	 	 	 	 	 	 






PATENT APPLICATIONS




	 	 	 	 	 	 	 
	Name of Grantor	 	Patent Application	 	Application Filing Date	 	Application Serial Number
	See attached
Consolidated Patent
List
	 	 	 	 	 	 






TRADEMARKS




	 	 	 	 	 	 	 
	Name of Grantor	 	Trademark	 	Registration Date	 	Registration Number
	See attached
Consolidated
Trademark List
	 	 	 	 	 	 






TRADEMARK APPLICATIONS




	 	 	 	 	 	 	 
	Name of Grantor	 	Trademark Application	 	Application Filing Date	 	Application Serial Number
	See attached
Consolidated
Trademark List
	 	 	 	 	 	 






COPYRIGHTS




	 	 	 	 	 	 	 
	Name of Grantor	 	Copyright	 	Registration Date	 	Registration Number
	None
	 	 	 	 	 	 






COPYRIGHT APPLICATIONS




	 	 	 	 	 	 	 
	Name of Grantor	 	Copyright Application	 	Application Filing Date	 	Application Serial Number
	None
	 	 	 	 	 	 






 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Issuing	 	 	 	 	 	Registration	 	Registration /	 	 	Application	 	 	 	 
	IP Type	 	Jurisdiction	 	Owner Entity	 	Title / Description	 	Number	 	Issue Date	 	 	Number	 	Filing Date	 	Status
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Patent

	 	Canada
	 	Warner Electric Technology Inc.
	 	IMPROVED BI-DIRECTIONAL BACK STOPPING CLUTCH
	 	2024208	 	07/03/2001
	 	 	2024208	 	 	08/29/1990
	 	Active
	Patent

	 	Canada
	 	Warner Electric Technology Inc.
	 	ELECTROMAGNETIC COUPLING DISC AND METHOD OF MAKING THE DISC
	 	1315218	 	3/30/1993
	 	 	614020	 	 	9/28/1989
	 	Active
	Patent

	 	Europe
	 	Warner Electric Technology Inc.
	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING
	 	EP0552011
	 	3/26/1997
	 	 	93300169.5	 	 	1/12/1993
	 	Active
	Patent

	 	Europe
	 	Warner Electric Technology Inc.
	 	ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING
	 	EP1171721
	 	05/03/2006
	 	 	09109241.0	 	 	02/14/2001
	 	Active
	Patent

	 	Europe
	 	Warner Electric Technology Inc.
	 	CLUTCH WITH SPACER FOR SUPPORTING A BEARING
	 	EP0604190
	 	9/3/1997
	 	 	93310365.7	 	 	12/21/1993
	 	Active
	Patent

	 	Europe
	 	Warner Electric Technology Inc.
	 	ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE
	 	EP0637022
	 	5/29/1996
	 	 	92309229.0	 	 	10/9/1992
	 	Active
	Patent

	 	Europe
	 	Warner Electric Technology Inc.
	 	ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS
	 	EP0434272
	 	7/20/1994
	 	 	90313378	 	 	12/10/1990
	 	Active
	Patent

	 	Europe
	 	Warner Electric Technology Inc.
	 	HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC
	 	EP0645550
	 	03/29/1995
	 	 	94306356.0	 	 	8/30/1994
	 	Active
	Patent

	 	Europe
	 	Warner Electric Technology Inc.
	 	MAG STOP CLUTCH WITH CENTER POLE
	 	EP’0953784
	 	9/22/2004
	 	 	99303330.7	 	 	4/28/99
	 	Active
	Patent

	 	Europe
	 	Warner Electric Technology Inc.
	 	METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC
	 	EP0521640
	 	1/18/1995
	 	 	92305695.6	 	 	6/22/1992
	 	Active
	Patent

	 	Europe
	 	Warner Electric Technology Inc.
	 	METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH
ASSEMBLY
	 	EP0867630
	 	10/16/2002
	 	 	98302223.7	 	 	03/24/1998
	 	Active
	Patent

	 	Europe
	 	Warner Electric Technology Inc.
	 	ROTOR FOR ELECTROMAGNETIC COUPLING
	 	EP0614023
	 	5/21/1997
	 	 	94301526.3	 	 	3/3/1994
	 	Active
	Patent

	 	Europe
	 	Warner Electric Technology Inc.
	 	SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING
	 	EP0614022
	 	12/11/1996
	 	 	94301484.5	 	 	3/2/1994
	 	Active
	Patent

	 	Europe
	 	Warner Electric Technology Inc.
	 	UNIDRIVE ARMATURE HUB
	 	EP0643236
	 	3/15/1995
	 	 	94306652.2	 	 	9/9/1994
	 	Active
	Patent

	 	Europe
	 	Warner Electric Technology Inc.
	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING
	 	EP00713026
	 	3/28/2001
	 	 	95203457.7	 	 	1/12/1993
	 	Active
	Patent

	 	Europe
	 	Warner Electric Technology Inc.
	 	SPRAG RETAINER WITH ROTATIONAL RESTRAINT
	 	EP0602889
	 	6/22/1994
	 	 	93309865.9	 	 	12/9/1993
	 	Active
	Patent

	 	Europe
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	EP1893884
	 	11/25/2009
	 	 	06770520.2	 	 	1/10/2008
	 	Active
	Patent

	 	France
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	EP1893884
	 	11/25/2009
	 	 	06770520.2	 	 	1/10/2008
	 	Active
	Patent

	 	France
	 	Warner Electric Technology Inc.
	 	ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING
	 	EP1171721
	 	05/03/2006
	 	 	09109241.0	 	 	02/14/2001
	 	Active
	Patent

	 	France
	 	Warner Electric Technology Inc.
	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING
	 	EP0552011
	 	3/26/1997
	 	 	93300169.5	 	 	1/12/1993
	 	Active
	Patent

	 	France
	 	Warner Electric Technology Inc.
	 	CLUTCH BRAKE ASSEMBLY
	 	2727485	 	07/17/1998
	 	 	9514181	 	 	011/30/1995
	 	Active
	Patent

	 	France
	 	Warner Electric Technology Inc.
	 	HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC
	 	EP0645550
	 	3/29/1995
	 	 	94306356.0	 	 	8/30/1994
	 	Active
	Patent

	 	France
	 	Warner Electric Technology Inc.
	 	CLUTCH WITH SPACER FOR SUPPORTING A BEARING
	 	EP0604190
	 	9/3/1997
	 	 	93310365.7	 	 	12/21/1993
	 	Active
	Patent

	 	France
	 	Warner Electric Technology Inc.
	 	ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE
	 	EP0637022
	 	5/29/1996
	 	 	92309229.0	 	 	10/9/1992
	 	Active
	Patent

	 	France
	 	Warner Electric Technology Inc.
	 	ELECTROMAGNETIC COUPLING DISCS AND METHOD OF MAKING THE SAME.
	 	9106536	 	1/20/1995
	 	 	9106536	 	 	5/30/1991
	 	Active






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Issuing	 	 	 	 	 	Registration	 	Registration /	 	 	Application	 	 	 	 
	IP Type	 	Jurisdiction	 	Owner Entity	 	Title / Description	 	Number	 	Issue Date	 	 	Number	 	Filing Date	 	Status
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Patent

	 	France
	 	Warner Electric Technology Inc.
	 	ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS
	 	EP0434272
	 	7/20/1994
	 	 	90313378	 	 	12/10/1990
	 	Active
	Patent

	 	France
	 	Warner Electric Technology Inc.
	 	METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC
	 	EP0521640
	 	1/18/1995
	 	 	92305695.6	 	 	6/22/1992
	 	Active
	Patent

	 	France
	 	Warner Electric Technology Inc.
	 	METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH
ASSEMBLY
	 	EP0867630
	 	10/16/2002
	 	 	98302223.7	 	 	03/24/1998
	 	Active
	Patent

	 	France
	 	Warner Electric Technology Inc.
	 	ROTOR FOR ELECTROMAGNETIC COUPLING
	 	EP0614023
	 	5/21/1997
	 	 	94301526.3	 	 	3/3/1994
	 	Active
	Patent

	 	France
	 	Warner Electric Technology Inc.
	 	SOUND DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING
	 	9902452	 	12/22/2000
	 	 	9902452	 	 	2/26/1999
	 	Active
	Patent

	 	France
	 	Warner Electric Technology Inc.
	 	SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING
	 	EP0614022
	 	12/11/1996
	 	 	94301484.5	 	 	3/2/1994
	 	Active
	Patent

	 	France
	 	Warner Electric Technology Inc.
	 	UNIDAMP ARMATURE
	 	9103732	 	2/10/1995
	 	 	9103732	 	 	3/27/1991
	 	Active
	Patent

	 	France
	 	Warner Electric Technology Inc.
	 	UNIDRIVE ARMATURE HUB
	 	EP0643236
	 	3/15/1995
	 	 	94306652.2	 	 	9/9/1994
	 	Active
	patent

	 	France
	 	Warner Electric Technology Inc.
	 	MAG STOP CLUTCH WITH CENTER POLE
	 	EP’0953784
	 	9/22/2004
	 	 	99303330.7	 	 	4/28/1999
	 	Active
	Patent

	 	France
	 	Warner Electric Technology Inc.
	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING
	 	EP00713026
	 	3/28/2001
	 	 	95203457.7	 	 	1/12/1993
	 	Active
	Patent

	 	France
	 	Warner Electric Technology Inc.
	 	SPRAG RETAINER WITH ROTATIONAL RESTRAINT
	 	EP0602889
	 	6/22/1994
	 	 	93309865.9	 	 	12/9/1993
	 	Active
	Patent

	 	Germany
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	EP1893884
	 	11/25/2009
	 	 	06770520.2	 	 	1/10/2008
	 	Active
	Patent

	 	Germany
	 	Warner Electric Technology Inc.
	 	ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING
	 	EP1171721
	 	05/03/2006
	 	 	09109241.0	 	 	02/14/2001
	 	Active
	Patent

	 	Germany
	 	Warner Electric Technology Inc.
	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING
	 	EP0552011
	 	3/26/1997
	 	 	93300169.5	 	 	1/12/1993
	 	Active
	Patent

	 	Germany
	 	Warner Electric Technology Inc.
	 	HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC
	 	EP0645550
	 	3/29/1995
	 	 	94306356.0	 	 	8/30/1994
	 	Active
	Patent

	 	Germany
	 	Warner Electric Technology Inc.
	 	CLUTCH WITH SPACER FOR SUPPORTING A BEARING
	 	EP0604190
	 	9/3/1997
	 	 	93310365.7	 	 	12/21/1993
	 	Active
	Patent

	 	Germany
	 	Warner Electric Technology Inc.
	 	ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE
	 	EP0637022
	 	5/29/1996
	 	 	69211088.7	 	 	10/9/1992
	 	Active
	Patent

	 	Germany
	 	Warner Electric Technology Inc.
	 	ELECTROMAGNETIC COUPLING DISCS AND METHOD OF MAKING THE SAME
	 	G9106611.5	 	10/24/1991
	 	 	G9106611.5	 	 	5/29/1991
	 	Active
	Patent

	 	Germany
	 	Warner Electric Technology Inc.
	 	ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS
	 	EP0434272
	 	7/20/1994
	 	 	90313378.3	 	 	12/10/1990
	 	Active
	Patent

	 	Germany
	 	Warner Electric Technology Inc.
	 	METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC
	 	EP0521640
	 	1/18/1995
	 	 	69201221.4	 	 	6/22/1992
	 	Active
	Patent

	 	Germany
	 	Warner Electric Technology Inc.
	 	METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH
ASSEMBLY
	 	EP0867630
	 	10/16/2002
	 	 	98302223.7	 	 	03/14/1998
	 	Active
	Patent

	 	Germany
	 	Warner Electric Technology Inc.
	 	ROTOR FOR ELECTROMAGNETIC COUPLING
	 	EP0614023
	 	5/21/1997
	 	 	94301526.3	 	 	3/3/1994
	 	Active
	Patent

	 	Germany
	 	Warner Electric Technology Inc.
	 	SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING
	 	EP0614022
	 	12/11/1996
	 	 	69401077.4	 	 	3/2/1994
	 	Active
	Patent

	 	Germany
	 	Warner Electric Technology Inc.
	 	UNIDAMP ARMATURE
	 	P4108975.8-12	 	01/30/2003
	 	 	P4108975.8	 	03/19/1991
	 	Active
	Patent

	 	Germany
	 	Warner Electric Technology Inc.
	 	UNIDRIVE ARMATURE HUB
	 	EP0643236
	 	3/15/1995
	 	 	94306652.2	 	 	9/9/1994
	 	Active
	Patent

	 	Germany
	 	Warner Electric Technology Inc.
	 	ELECTROMAGNETIC COUPLING DISCS AND METHOD OF MAKING THE SAME
	 	4,117,614	 	3/3/2005
	 		P4117614.6	 	 	5/29/1991
	 	Active
	Patent

	 	Germany
	 	Warner Electric Technology Inc.
	 	UNIDAMP ARMATURE
	 	G9103369.1	 	8/1/1991
	 	 	G9103369.1	 	 	3/19/1991
	 	Active
	patent

	 	Germany
	 	Warner Electric Technology Inc.
	 	MAG STOP CLUTCH WITH CENTER POLE
	 	EP’0953784
	 	9/22/2004
	 	 	99303330.7	 	 	4/28/1999
	 	Active






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Issuing	 	 	 	 	 	Registration	 	Registration /	 	 	Application	 	 	 	 
	IP Type	 	Jurisdiction	 	Owner Entity	 	Title / Description	 	Number	 	Issue Date	 	 	Number	 	Filing Date	 	Status
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Patent

	 	Germany
	 	Warner Electric Technology Inc.
	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING
	 	EP00713026
	 	3/28/2001
	 	 	95203457.7	 	 	1/12/1993
	 	Active
	Patent

	 	Germany
	 	Warner Electric Technology Inc.
	 	SPRAG RETAINER WITH ROTATIONAL RESTRAINT
	 	EP0602889
	 	6/22/1994
	 	 	93309865.9	 	 	12/9/1993
	 	Active
	Patent

	 	Israel
	 	Warner Electric Technology Inc.
	 	ANTI-SLIP INESERT FOR A BACKSTOPPING CLUTCH
	 	152,385	 	08/05/2009
	 	 	152385	 	 	10/20/2002
	 	Active
	Patent

	 	Israel
	 	Warner Electric Technology Inc.
	 	IMPROVED BI-DIRECTIONAL BACK STOPPING CLUTCH
	 	95688	 	11/19/1992
	 	 	95688	 	 	9/14/1990
	 	Active
	Patent

	 	Israel
	 	Warner Electric Technology Inc.
	 	SPRAG RETAINER WITH ROTATIONAL RESTRAINT
	 	107584	 	11/12/1993
	 	 	107584	 	 	11/12/1993
	 	Active
	Patent

	 	Italy
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	EP1893884
	 	11/25/2009
	 	 	06770520.2	 	 	1/10/2008
	 	Active
	Patent

	 	Italy
	 	Warner Electric Technology Inc.
	 	ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE
	 	EP0637022
	 	5/29/1996
	 	 	92309229.0	 	 	10/9/1992
	 	Active
	Patent

	 	Italy
	 	Warner Electric Technology Inc.
	 	ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS
	 	EP0434272
	 	7/20/1994
	 	 	90313378	 	 	12/10/1990
	 	Active
	Patent

	 	Italy
	 	Warner Electric Technology Inc.
	 	METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH
ASSEMBLY
	 	EP0867630
	 	10/16/2002
	 	 	98302223.7	 	 	03/24/1998
	 	Active
	patent

	 	Italy
	 	Warner Electric Technology Inc.
	 	MAG STOP CLUTCH WITH CENTER POLE
	 	EP’0953784
	 	9/22/2004
	 	 	99303330.7	 	 	4/28/1999
	 	Active
	Patent

	 	Italy
	 	Warner Electric Technology Inc.
	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING
	 	EP0552011
	 	3/26/1997
	 	 	93300169.5	 	 	1/12/1993
	 	Active
	Patent

	 	Italy
	 	Warner Electric Technology Inc.
	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING
	 	EP00713026
	 	3/28/2001
	 	 	95203457.7	 	 	1/12/1993
	 	Active
	Patent

	 	Italy
	 	Warner Electric Technology Inc.
	 	UNIDAMP ARMATURE
	 	1,244,554	 	7/15/1994
	 	 	RM91A000202
	 	3/27/1991
	 	Active
	Patent

	 	Italy
	 	Warner Electric Technology Inc.
	 	SPRAG RETAINER WITH ROTATIONAL RESTRAINT
	 	EP0602889
	 	6/22/1994
	 	 	93309865.9	 	 	12/9/1993
	 	Active
	Patent

	 	Japan
	 	Warner Electric Technology Inc.
	 	CLUTCH BRAKE ASSEMBLY
	 	3,723,872	 	09/30/2005
	 	 	329,410/95	 	 	11/27/1995
	 	Active
	Patent

	 	Japan
	 	Warner Electric Technology Inc.
	 	ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE
	 	3,507,954	 	1/9/2004
	 	 	288,154/92	 	 	10/05/1992
	 	Active
	Patent

	 	Japan
	 	Warner Electric Technology Inc.
	 	ELECTROMAGNETIC COUPLING DISC AND METHOD OF MAKING THE DISC
	 	2761413	 	3/20/1998
	 	 	275764/89	 	 	10/23/1989
	 	Active
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	 	ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS
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	 	7/20/1994
	 	 	90313378	 	 	12/10/1990
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	 	IMPROVED BI-DIRECTIONAL BACK STOPPING CLUTCH
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	 	 	9021038.6	 	 	9/27/1990
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	 	Warner Electric Technology Inc.
	 	METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH

ASSEMBLY
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	 	EP0614022
	 	12/11/1996
	 	 	94301484.5	 	 	3/2/1994
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	 	United Kingdom
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	 	UNIDAMP ARMATURE
	 	2243195	 	3/30/1994
	 	 	9106125.9	 	 	3/22/1991
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	 	United Kingdom
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	 	UNIDRIVE ARMATURE HUB
	 	EP0643236
	 	3/15/1995
	 	 	94306652.2	 	 	9/9/1994
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	 	United Kingdom
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	 	MAG STOP CLUTCH WITH CENTER POLE
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	 	EP0713026
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	 	 	95203457.7	 	 	1/12/1993
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	 	EP0602889
	 	6/22/1994
	 	 	93309865.9	 	 	12/9/1993
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	 	Australia
	 	Warner Electric Technology LLC
	 	AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)
	 	 	 	 	 	 	 	 	2008214106	 	 	8/13/2009
	 	Pending
	Patent Appl.

	 	Australia
	 	Warner Electric Technology LLC
	 	“Safety Control for Release of Backstopping Clutch”
	 	 	 	 	 	 	 	 	2009202888	 	 	07/17/2009
	 	Pending
	Patent Appl.

	 	Australia
	 	Warner Electric Technology LLC
	 	Torque Arm Assembly for a Backstopping Clutch
	 	 	 	 	 	 	 	 	2008247581	 	 	11/5/2009
	 	Pending
	Patent Appl.

	 	Brazil
	 	Warner Electric Technology LLC
	 	Liquid Cooled Brake assembley
	 	 	 	 	 	 	 	 	PI 0618103-1
	 	 	4/30/2008
	 	Pending
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	 	Brazil
	 	Warner Electric Technology LLC
	 	BALANCED FLOW COOLING WATER JACKET
	 	 	 	 	 	 	 	 	PI 0611804-0
	 	 	4/30/2008
	 	Pending
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	 	Canada
	 	Warner Electric Technology LLC
	 	Improved Drive Assenmly with lightweight backstop clutch
	 	 	 	 	 	 	 	 	2597653	 	 	08/10/2007
	 	Pending
	Patent Appl.

	 	Canada
	 	Warner Electric Technology LLC
	 	Automatically released bi-directional overunning clutch
	 	 	 	 	 	 	 	 	2640240	 	 	7/24/2008
	 	Pending
	Patent Appl.

	 	Chili
	 	Warner Electric Technology LLC
	 	AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)
	 	 	 	 	 	 	 	 	301-08	 	 	01/31/2008
	 	Pending
	Patent Appl.

	 	China
	 	Warner Electric Technology LLC
	 	AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)
	 	 	 	 	 	 	 	 	200880003823.2	 	 	07/31/2009
	 	Pending
	Patent Appl.

	 	China
	 	Warner Electric Technology LLC
	 	[*]
	 	 	 	 	 	 	 	 	[*]	 	 	[*]
	 	[*]
	Patent Appl.

	 	Europe
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	 	 	 	 	 	 	 	06760061.9	 	 	1/10/2008
	 	Pending
	Patent Appl.

	 	Europe
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	 	 	 	 	 	 	 	06760062.7	 	 	1/10/2008
	 	Pending
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	 	Europe
	 	Warner Electric Technology Inc.
	 	Liquid Cooled Brake assembley
	 	 	 	 	 	 	 	 	06817212.1	 	 	4/24/2008
	 	Pending
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	 	Europe
	 	Warner Electric Technology LLC
	 	BALANCED FLOW COOLING WATER JACKET
	 	 	 	 	 	 	 	 	06817231.1	 	 	4/24/2008
	 	Pending
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	 	Europe
	 	Warner Electric Technology LLC
	 	Automatically released bi-directional overunning clutch
	 	 	 	 	 	 	 	 	07762680.2	 	 	7/15/2008
	 	Pending
	Patent Appl.

	 	Europe
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	 	 	 	 	 	 	 	07754729.7	 	 	9/29/2008
	 	Pending
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	 	Europe
	 	Warner Electric Technology LLC
	 	OVERRUNNING CLUTCH
	 	 	 	 	 	 	 	 	07783919.9	 	 	11/20/2008
	 	Pending
	Patent Appl.

	 	Europe
	 	Warner Electric Technology LLC
	 	AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)
	 	 	 	 	 	 	 	 	08714083.6.	 	 	07/28/2009
	 	Pending
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	 	Germany
	 	Warner Electric Technology Inc.
	 	CLUTCH BRAKE ASSEMBLY
	 	 	 	 	 	 	 	 	19544321.7	 	 	11/28/1995
	 	Pending
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	 	Germany
	 	Warner Electric Technology Inc.
	 	SOUND DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING
	 	 	 	 	 	 	 	 	19908439.4	 	 	2/26/1999
	 	Pending
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	 	India
	 	Warner Electric Technology Inc.
	 	Liquid Cooled Brake assembley
	 	 	 	 	 	 	 	 	2125/CHENP/2008
	 	 	4/29/2008
	 	Pending






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
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	Patent Appl.

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	 	 	 	 	 	2692/CHENP/2008
	 	5/29/2008
	 	Pending
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	 	Japan
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	 	ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING
	 	 	 	 	 	2001-563,800	 	10/29/2001
	 	Pending
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	 	Japan
	 	Warner Electric Technology Inc.
	 	SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING
	 	 	 	 	 	54761/94	 	3/2/1994
	 	Pending
	Patent Appl.

	 	Japan
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	 	 	 	 	2008-515719	 	12/3/2007
	 	Pending
	Patent Appl.

	 	Japan
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	 	 	 	 	2008-515720	 	12/3/2007
	 	Pending
	Patent Appl.

	 	Japan
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	 	Rotational Coupling Device
	 	 	 	 	 	TBD
	 	9/29/2008
	 	Pending
	Patent Appl.

	 	Japan
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	 	 	 	 	2008-515721	 	12/3/2007
	 	Pending
	Patent Appl.

	 	Japan
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	 	 	 	 	2009-504258	 	9/29/2008
	 	Pending
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	 	Japan
	 	Warner Electric Technology LLC
	 	OVERRUNNING CLUTCH
	 	 	 	 	 	2009-511247	 	11/18/2008
	 	Pending
	Patent Appl.

	 	Japan
	 	???
	 	SOUND DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING
	 	 	 	 	 	50,440/99	 	02/26/1999
	 	Pending
	Patent Appl.

	 	Mexico
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	 	 	 	 	MX/a/2007/014993
	 	11/28/2007
	 	Pending
	Patent Appl.

	 	Mexico
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	 	 	 	 	MX/a/2007/014992
	 	11/28/2007
	 	Pending
	Patent Appl.

	 	Mexico
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	 	 	 	 	MX/a/2007/014996
	 	11/28/2007
	 	Pending
	Patent Appl.

	 	Mexico
	 	Warner Electric Technology Inc.
	 	Liquid Cooled Brake assembley
	 	 	 	 	 	MX/a/2008/005291
	 	4/23/2008
	 	Pending
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	 	Mexico
	 	Warner Electric Technology LLC
	 	BALANCED FLOW COOLING WATER JACKET
	 	 	 	 	 	MX/a/2008/005290
	 	4/23/2008
	 	Pending
	Patent Appl.

	 	PCT
	 	Warner Electric Technology LLC
	 	Sparag Retainer for OVERRUNNING CLUTCH
	 	 	 	 	 	PCT/US2008/079310
	 	10/09/2008
	 	Pending
	Patent Appl.

	 	PCT
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device With Sealed Key
	 	 	 	 	 	PCT/US09/044679
	 	5/20/2009
	 	Pending
	Patent Appl.

	 	PCT
	 	Warner Electric Technology LLC
	 	[*]
	 	 	 	 	 	[*]
	 	[*]
	 	[*]
	Patent Appl.

	 	Russia
	 	Warner Electric Technology LLC
	 	Liquid Cooled Brake assembley
	 	 	 	 	 	2008121805	 	5/30/2008
	 	Pending
	Patent Appl.

	 	Russia
	 	Warner Electric Technology LLC
	 	BALANCED FLOW COOLING WATER JACKET
	 	 	 	 	 	2008121806	 	5/30/2008
	 	Pending
	Patent Appl.

	 	Singapore
	 	Warner Electric Technology LLC
	 	BALANCED FLOW COOLING WATER JACKET
	 	 	 	 	 	200802768-2.	 	4/11/2008
	 	Pending
	Patent Appl.

	 	Singapore
	 	Warner Electric Technology LLC
	 	AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)
	 	 	 	 	 	200904860-4.	 	07/17/2009
	 	Pending
	Patent Appl.

	 	South Africa
	 	Warner Electric Technology LLC
	 	AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)
	 	 	 	 	 	2009/05050	 	7/20/2009
	 	Pending
	Patent Appl.

	 	South Korea
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	 	 	 	 	10-2008-7000645	 	1/9/2008
	 	Pending






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
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	Patent Appl.

	 	South Korea
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	 	 	 	 	 	 	 	10-2008-7000650	 	 	1/9/2008
	 	Pending
	Patent Appl.

	 	South Korea
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	 	 	 	 	 	 	 	10-2008-7000647	 	 	1/9/2008
	 	Pending
	Patent Appl.

	 	South Korea
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	 	 	 	 	 	 	 	10-2008-7023303	 	 	9/24/2008
	 	Pending
	Patent Appl.

	 	Taiwan
	 	Warner Electric Technology LLC
	 	Automatically released bi-directional overunning clutch
	 	 	 	 	 	 	 	 	096102358	 	 	1/22/2007
	 	Pending
	Patent

	 	USA
	 	Inertia Dynamics, LLC
	 	Electromagnetic disc brake with rubber friction disk braking surface
	 	 	6161659	 	 	12/19/2000
	 	 	09/167006	 	 	09/29/1998
	 	Active
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	 	USA
	 	Inertia Dynamics, LLC
	 	Clutch system and method
	 	 	6488133	 	 	12/3/2002
	 	 	09/528690	 	 	03/20/2000
	 	Active
	Patent

	 	USA
	 	Inertia Dynamics, LLC
	 	Elevator brake assembly
	 	 	6675939	 	 	01/13/2004
	 	 	09/773722	 	 	01/31/2001
	 	Active
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	 	USA
	 	Warner Electric Technology LLC
	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING
	 	 	5,150,779	 	 	9/29/1992
	 	 	07/820344	 	 	1/14/1992
	 	Active
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	 	USA
	 	Inertia Dynamics, LLC
	 	Power-off brake with manual release
	 	 	5915507	 	 	06/29/1999
	 	 	08/932904	 	 	09/17/1997
	 	Active
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	 	USA
	 	Inertia Dynamics, LLC
	 	Electric clutch and brake
	 	 	6047805	 	 	04/11/2000
	 	 	08/937816	 	 	09/29/1997
	 	Active
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	 	USA
	 	Inertia Dynamics, LLC
	 	Electro-mechanical variable speed clutch
	 	 	5979630	 	 	11/9/1999
	 	 	08/938862	 	 	09/26/1997
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	UNIDAMP ARMATURE
	 	 	5,036,964	 	 	8/6/1991
	 	 	07/500,466	 	 	3/28/1990
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	ELECTROMAGNETIC COUPLING DISCS AND METHOD OF MAKING THE SAME.
	 	 	5,096,036	 	 	3/17/1992
	 	 	07/531,465	 	 	5/31/1990
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	APPARATUS FOR RESISTANCE BONDING ELECTROMAGNETIC COILS
	 	 	5,091,619	 	 	2/25/1992
	 	 	07/543,706	 	 	6/26/1990
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	FIELD ASSEMBLY FOR AN ELECTROMAGNET
	 	 	5,250,921	 	 	10/5/1993
	 	 	07/600,199	 	 	10/19/1990
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	ELECTROMAGNETIC SYNCHRONIZING AND SHIFTING CLUTCH — ESS
	 	 	5,052,534	 	 	10/1/1991
	 	 	07/605,517	 	 	10/30/1990
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	LOW COST SPRAG RETAINER
	 	 	5,070,976	 	 	12/10/1991
	 	 	07/634,903	 	 	12/27/1990
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	DIGITAL CONTROL SYSTEM FOR ELECTROMAGNETIC CLUTCH
	 	 	5,094,332	 	 	3/10/1992
	 	 	07/664,075	 	 	12/31/1990
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	ELECTROMAGNETIC COUPLING ARMATURE ASSEMBLY WITH FLUX ISOLATOR SPRINGS
	 	 	5,119,915	 	 	6/9/1992
	 	 	07/700,439	 	 	5/15/1991
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC
	 	 	5,125,255	 	 	6/30/1992
	 	 	07/721,972	 	 	6/27/1991
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE
	 	 	5,119,918	 	 	6/9/1992
	 	 	07/774,92	 	 	10/11/1991
	 	Active
	Patent

	 	USA
	 	Ameridrives International, LLC
	 	Driveshaft with slip joint seal
	 	 	5,230,658	 	 	07/27/1993
	 	 	07/864,307	 	 	04/06/1992
	 	Active
	Patent

	 	USA
	 	TB Woods Enterprises, Inc.
	 	Shaft Mountable Bushing and Hub for Industrail poer transmission
	 	 	5304101	 	 	4/19/1994
	 	 	07/919223	 	 	7/27/1992
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	SPLIT TUBE HAVING RETAINABLE ENDS
	 	 	5,280,829	 	 	1/25/1994
	 	 	07/931,638	 	 	8/18/1992
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	SUPPORTING HUB FOR CLUTCH AND PUMP ASSEMBLY
	 	 	5,310,034	 	 	5/10/1994
	 	 	07/973,291	 	 	11/9/1992
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	SPRAG RETAINER WITH ROTATIONAL RESTRAINT
	 	 	5,337,869	 	 	8/16/1994
	 	 	07/991,021	 	 	12/15/1992
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	CLUTCH WITH SPACER FOR SUPPORTING A BEARING
	 	 	5,285,882	 	 	2/15/1994
	 	 	07/996,122	 	 	12/23/1992
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING
	 	 	5,372,228	 	 	12/13/1994
	 	 	08/026,499	 	 	3/4/1993
	 	Active






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Issuing	 	 	 	 	 	 	Registration	 	Registration /	 	Application	 	 	 	 
	IP Type	 	Jurisdiction	 	Owner Entity	 	Title / Description	 	 	Number	 	Issue Date	 	Number	 	Filing Date	 	Status
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	ROTOR FOR ELECTROMAGNETIC COUPLING
	 	 	5,305,865	 	 	4/26/1994
	 	08/026,995
	 	3/5/1993
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC
	 	 	5,445,259	 	 	8/29/1995
	 	08/114,320
	 	8/30/1993
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	UNIDRIVE ARMATURE HUB
	 	 	5,370,209	 	 	12/6/1994
	 	08/119,729
	 	9/10/1993
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	CLUTCH BRAKE ASSEMBLY
	 	 	5,549,186	 	 	8/27/1996
	 	08/346,622
	 	11/30/1994
	 	Active
	Patent

	 	USA
	 	TB Woods Enterprises, Inc.
	 	Flexible Coupling with End Stress Relief Structure
	 	 	5611732	 	 	3/18/1997
	 	08/512,137
	 	8/7/1995
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	METHOD OF MANUFACTURING A COMPONENT FOR AN ELECTROMAGNETIC FRICTION

CLUTCHASSEMBLY
	 	 	5,708,955	 	 	1/13/1998
	 	08/558,906
	 	11/16/1995
	 	Active
	Patent

	 	USA
	 	Ameridrives International, LLC
	 	Driveshaft with sealed slip joint seal
	 	 	5,655,968	 	 	08/12/1997
	 	08/646,202
	 	05/07/1996
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	FORMLOCK SHOES WITH FLATS
	 	 	5,865,284	 	 	2/2/1999
	 	08/666,068
	 	6/21/1996
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH

ASSEMBLY
	 	 	5,920,981	 	 	7/13/1999
	 	08/823,990
	 	3/25/1997
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	SOUND DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING
	 	 	6,194,803	 	 	2/27/2001
	 	09/032,572
	 	2/27/1998
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	MAG STOP CLUTCH WITH CENTER POLE
	 	 	5,971,121	 	 	10/26/1999
	 	09/070,068
	 	4/30/1998
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	ARMATURE FOR A SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING
	 	 	6,364,084	 	 	4/2/2002
	 	09/515779
	 	2/29/2000
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	ANTI-SLIP INESERT FOR A BACKSTOPPING CLUTCH
	 	 	6,257,388	 	 	7/10/2001
	 	09/556510
	 	4/24/2000
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	METHOD FOR MAKING AN ARMATURTE ASSEMBLEY
	 	 	6,591,477	 	 	7/7/2003
	 	09/684,117
	 	10/06/2000
	 	Active
	Patent

	 	USA
	 	Dana Corporation
	 	ARMATURE FOR A SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING
	 	 	6,557,236	 	 	05/06/2003
	 	10/027,095
	 	12/20/2001
	 	Active
	Patent

	 	USA
	 	Warner Electric LLC
	 	Electromechanical screw drive actuator
	 	 	6,927,513	 	 	8/9/2005
	 	10/609,883
	 	6/30/2003
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	IMPROVED DRIVE ASSEMBLY WITH LIGHTWEIGHT BACKSTOPPPING CLUTCH
	 	 	7,261,196	 	 	08/28/2007
	 	11/064, 611
	 	02/24/05
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	 	 	 	 	 	 	11/150670
	 	6/10/2005
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	 	7,493,996	 	 	2/24/2009
	 	11/150671
	 	6/10/2005
	 	Active
	Patent

	 	USA
	 	TB Woods Enterprises, Inc.
	 	Flexible Coupling Device
	 	 	7,390,265	 	 	6/24/2008
	 	11/256,463
	 	10/21/2005
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	BALANCED FLOW COOLING WATER JACKET
	 	 	7,374,027	 	 	5/20/2008
	 	11/263,394
	 	10/31/2005
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	Liquid Cooled Brake assembley
	 	 	7,591,349	 	 	9/22/2009
	 	11/263,399
	 	10/31/2005
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	 	7,527,134	 	 	5/5/2009
	 	11/278,448
	 	4/3/2006
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	Automatically released bi-directional overunning clutch
	 	 	7,389,863	 	 	6/24/2008
	 	11/341,763
	 	01/27/2006
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)
	 	 	 	 	 	 	 	11/670,698
	 	2/2/2007
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	Torque Arm Assembly for a Backstopping Clutch
	 	 	 	 	 	 	 	11/743,894
	 	5/3/2007
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	Overrunning Clutch
	 	 	 	 	 	 	 	11/750,733
	 	5/18/2007
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	Sparag Retainer for OVERRUNNING CLUTCH
	 	 	 	 	 	 	 	11/871,542
	 	10/12/2007
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	BALANCED FLOW COOLING WATER JACKET
	 	 	 	 	 	 	 	12/016,504
	 	1/18/2008
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	 	 	 	 	 	 	12/048,638
	 	3/14/2008
	 	Active
	Patent

	 	USA
	 	Warner Electric Technology LLC
	 	DUAL ACTUATOR FRICTION BRAKE ASSEMBLY
	 	 	7,556,128	 	 	7/7/2009
	 	11/263,395
	 	10/31/2005
	 	Active
	Patent Appl.

	 	USA
	 	Warner Electric Technology LLC
	 	“Dual Actuator Friction Brake Assembly”
	 	 	 	 	 	 	 	12/364,116
	 	2/2/2009
	 	Pending
	Patent Appl.

	 	USA
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device
	 	 	 	 	 	 	 	11/150027
	 	6/10/2005
	 	Pending
	Patent Appl.

	 	USA
	 	Kilian Manufacturing Corporation
	 	Bearing assembly for a steering assembly
	 	 	7,637,667	 	 	12/29/2009
	 	11/773,715
	 	7/5/2007
	 	Active






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Issuing	 	 	 	 	 	Registration	 	Registration /	 	Application	 	 	 	 
	IP Type	 	Jurisdiction	 	Owner Entity	 	Title / Description	 	Number	 	Issue Date	 	Number	 	Filing Date	 	Status
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Patent Appl.

	 	USA
	 	Warner Electric Technology LLC
	 	Rotational Coupling Device With Sealed Key
	 	 	 	 	 	12/124,699
	 	5/21/2008
	 	Pending
	Patent Appl.

	 	USA
	 	Warner Electric Technology LLC
	 	“Safety Control for Release of Backstopping Clutch”
	 	 	 	 	 	12/175,995
	 	07/18/2008
	 	Pending
	Patent Appl.

	 	USA
	 	Warner Electric Technology LLC
	 	[*]
	 	 	 	 	 	[*]
	 	[*]
	 	[*]
	Patent Appl.

	 	USA
	 	Warner Electric Technology LLC
	 	[*]
	 	 	 	 	 	[*]
	 	[*]
	 	[*]





NOTES:





Warner Electric Technology, Inc.


A number of patents and trademarks owned by Warner Electric
Technology LLC remain in the former name (Warner Electric
Technology, Inc.) of the company on the records of various foreign
patent and trademark offices. Efforts to record the change in name
are in progress with respect to some of the patents and trademarks.
For others, a conscious decision was made to hold off on
recordation pending some other action relating to the property
(e.g., the next renewal of a trademark registration). For yet
others, a decision was made not to record the change in name in
view of a decision to allow various registrations or patents to
lapse).




 











 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Issuing	 	 	 	 	 	 	Registration	 	Registration /	 	 	Application	 	 	 	 
	IP Type	 	Jurisdiction	 	Owner Entity	 	Title / Description	 	 	Number	 	Issue Date	 	 	Number	 	Filing Date	 	Status
	TM

	 	Argentina
	 	Warner Electric
Technology Inc.
	 	WICIHITA & Desgn
(stylized)
	 	 	1,970,585	 	 	02/16/2004
	 	 	2472032	 	 	10/29/2003
	 	Active
	TM

	 	Argentina
	 	TB Woods
Enterprises, Inc.
	 	Dura-Flex
	 	 	1,783,301	 	 	3/27/2000
	 	 	2,066,443	 	 	1/23/1997
	 	Active
	TM

	 	Australia
	 	Boston Gear LLC
	 	BOSTON GEAR
	 	 	522543	 	 	11/6/1989
	 	 	 	 	 	11/06/1989
	 	Active
	TM

	 	Australia
	 	Warner Electric
Technology Inc.
	 	MISTRAL
	 	 	564784	 	 	06/29/1993
	 	 	564784	 	 	10/03/1991
	 	Active
	TM

	 	Australia
	 	Warner Electric
Technology Inc.
	 	WICHITA
	 	 	640944	 	 	08/05/1996
	 	 	640944	 	 	09/16/1994
	 	Active
	TM

	 	Australia
	 	Warner Electric
Technology LLC
	 	WARNER LINEAR
	 	 	1,125,414	 	 	7/21/2006
	 	 	1125414	 	 	7/21/2006
	 	Active
	TM

	 	Australia
	 	Altra Industrial
Motion, Inc.
	 	A&Design
	 	 	1185473	 	 	07/03/2007
	 	 	1185473	 	 	07/03/2007
	 	Active
	TM

	 	Australia
	 	TB Woods
Enterprises, Inc.
	 	Sure-Flex & Design
(stylized)
	 	 	B375,472	 	 	5/13/1982
	 	 	B375,472	 	 	5/13/1982
	 	Active
	TM

	 	Austria
	 	Warner Electric
Technology LLC
	 	WARNER
	 	 	36391	 	 	04/13/1957
	 	 	AM 2025/56
	 	10/24/1956
	 	Active
	TM

	 	Austria
	 	Warner Electric
Technology Inc.
	 	WARNER ELECTRIC AND BACKGROUND DESIGN
	 	 	50589	 	 	07/19/1963
	 	 	AM 760/63
	 	03/26/1963
	 	Active
	TM

	 	Benelux
	 	Warner Electric
Technology LLC
	 	FORMSPRAG
	 	 	15729	 	 	01/21/1971
	 	 	248	 	 	01/21/1971
	 	Active
	TM

	 	Benelux
	 	Warner Electric
Technology LLC
	 	MISTRAL
	 	 	508812	 	 	10/21/1991
	 	 	770814	 	 	 	 	Active
	TM

	 	Benelux
	 	Warner Electric
Technology LLC
	 	WARNER
	 	 	42990	 	 	01/12/1972
	 	 	6207	 	 	06/15/1971
	 	Active
	TM

	 	Benelux
	 	Warner Electric
Technology Inc.
	 	WARNER ELECTRIC AND
BACKGROUND DESIGN
	 	 	44210	 	 	06/28/1971
	 	 	6777	 	 	06/28/1971
	 	Active
	TM

	 	Benelux
	 	Warner Electric
Technology LLC
	 	WICHITA
	 	 	62029	 	 	09/20/1971
	 	 	12065	 	 	09/20/1971
	 	Active
	TM

	 	Benelux
	 	TB Woods
Enterprises, Inc.
	 	Sure-Flex
	 	 	0316801	 	 	10/20/1972
	 	 	0316801	 	 	10/20/1972
	 	Active
	TM

	 	Brazil
	 	Warner Electric
Technology Inc.
	 	FORMSPRAG
	 	 	770219144	 	 	04/20/1982
	 	 	X	 	 	08/12/1997
	 	Active
	TM

	 	Brazil
	 	Warner Electric
Technology Inc.
	 	WARNER ELECTRIC AND
BACKGROUND DESIGN
	 	 	007069901	 	 	02/25/1980
	 	 	9738/M-72	 	 	06/14/1972
	 	Active
	TM

	 	Brazil
	 	Warner Electric
Technology LLC
	 	WICHITA
	 	 	006788939	 	 	10/10/1978
	 	 	21912	 	 	08/12/1971
	 	Active
	TM

	 	Brazil
	 	TB Woods Inc.
	 	Sure-Flex
	 	 	810,942,631	 	 	3/19/1985
	 	 	810,942,631	 	 	8/23/1982
	 	Active
	TM Appl.

	 	Brazil
	 	Formsprag LLC
	 	Cebmag
	 	 	 	 	 	 	 	 	829.095.985	 	 	4/13/2007
	 	Pending
	TM

	 	Brazil
	 	Formsprag LLC
	 	Cecon
	 	 	829.095.993	 	 	10/6/2009
	 	 	829.095.993	 	 	4/13/2007
	 	Pending
	TM

	 	Brazil
	 	Formsprag LLC
	 	Marland
	 	 	829.096.000	 	 	10/6/2009
	 	 	829.096.000	 	 	4/13/2007
	 	Pending
	TM Appl.

	 	Brazil
	 	Altra Industrial
Motion, Inc.
	 	A&Design
	 	 	 	 	 	 	 	 	829278044	 	 	07/31/2007
	 	Pending
	TM Appl.

	 	Brazil
	 	Formsprag LLC
	 	BC MA
	 	 	 	 	 	 	 	 	901417858	 	 	1/22/2009
	 	Pending
	TM Appl.

	 	Canada
	 	Altra Industrial
Motion, Inc.
	 	A & Design
	 	 	 	 	 	 	 	 	1374252	 	 	11/30/2007
	 	Pending
	TM

	 	Canada
	 	Boston Gear LLC
	 	BEAR-N-BRONZ &
Design
	 	 	TMA116839
	 	02/05/1960
	 	 	252099	 	 	07/23/1959
	 	Active
	TM

	 	Canada
	 	Boston Gear LLC
	 	BG & Design
	 	 	TMA116836
	 	02/05/1960
	 	 	252095	 	 	07/23/1959
	 	Active
	TM

	 	Canada
	 	Boston Gear LLC
	 	BOST-BRONZ
	 	 	TMA118130
	 	05/20/1960
	 	 	252100	 	 	07/23/1959
	 	Active
	TM

	 	Canada
	 	Boston Gear LLC
	 	BOSTON GEAR & Design
	 	 	TMA172185
	 	10/23/1970
	 	 	318048	 	 	11/29/1968
	 	Active
	TM

	 	Canada
	 	Warner Electric
Technology LLC
	 	FORMSPRAG
	 	 	TMA108144
	 	09/27/1957
	 	 	0239971	 	 	03/21/1957
	 	Active
	TM

	 	Canada
	 	Warner Electric
Technology Inc.
	 	KOPPER KOOL
	 	 	TMA568894
	 	10/06/2002
	 	 	1001794	 	 	01/12/1999
	 	Active
	TM

	 	Canada
	 	Boston Gear LLC
	 	RATIO MOTOR
	 	 	UCA6161
	 	06/18/1936
	 	 	168466	 	 	06/18/1936
	 	Active
	TM

	 	Canada
	 	Boston Gear LLC
	 	RATIO PAX
	 	 	TMA208074
	 	7/4/1975
	 	 	374799	 	 	05/01/1974
	 	Active
	TM

	 	Canada
	 	Boston Gear LLC
	 	RIGHT-90
	 	 	TMA143118
	 	12/17/1965
	 	 	288461	 	 	04/01/1965
	 	Active
	TM

	 	Canada
	 	Warner Electric
Technology LLC
	 	WARNER
	 	 	UCA50550
	 	04/20/1954
	 	 	0224428	 	 	04/20/1954
	 	Active
	TM

	 	Canada
	 	Warner Electric
Technology LLC
	 	WARNER ELECTRIC
	 	 	TMA-134253
	 	01/17/1964
	 	 	277382	 	 	08/19/1963
	 	Active
	TM

	 	Canada
	 	Warner Electric
Technology LLC
	 	WICHITA
	 	 	TMA120129
	 	09/19/1958
	 	 	247460	 	 	09/19/1958
	 	Active
	TM

	 	Canada
	 	American
Enterprises MPT
L.P.
	 	AMERICAN
	 	 	UCA0045654
	 	06/11/1952
	 	 	215415	 	 	06/11/1952
	 	Active
	TM

	 	Canada
	 	American
Enterprises MPT
L.P.
	 	AMERIGEAR
	 	 	UCA0043128
	 	06/11/1952
	 	 	215414	 	 	06/11/1952
	 	Active
	TM

	 	Canada
	 	Warner Electric
Technology LLC
	 	SHEAVE-GRIP
	 	 	TMA728275
	 	11/13/2008
	 	 	1,176,042	 	 	4/28/2003
	 	Active
	TM

	 	Canada
	 	Boston Gear LLC
	 	CENTRIC
	 	 	TMA324230
	 	02/27/1987
	 	 	562625	 	 	05/13/1986
	 	Active
	TM

	 	Canada
	 	Kilian
Manufacturing
Corporation
	 	KILIAN
	 	 	TMA 354757
	 	4/21/1989
	 	 	608151	 	 	5/27/1998
	 	Active
	TM

	 	Canada
	 	Warner Electric
Technology LLC
	 	GFR
	 	 	TMA492416
	 	4/16/1998
	 	 	845220	 	 	5/15/1997
	 	Active






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Issuing	 	 	 	 	 	 	Registration	 	Registration /	 	 	Application	 	 	 	 
	IP Type	 	Jurisdiction	 	Owner Entity	 	Title / Description	 	 	Number	 	Issue Date	 	 	Number	 	Filing Date	 	Status
	TM

	 	Canada
	 	Warner Electric
Technology LLC
	 	WARNER LINEAR
	 	 	TMA774,406
	 	7/30/2009
	 	 	1310145	 	 	7/21/2006
	 	Active
	TM

	 	Canada
	 	TB Woods
Enterprises, Inc.
	 	Formflex
	 	 	TMA215307
	 	8/13/1976
	 	 	352,690	 	 	4/26/1972
	 	Active
	TM

	 	Canada
	 	TB Woods
Enterprises, Inc.
	 	Speedlign
	 	 	TMA665,131
	 	5/29/2006
	 	 	1,223,603	 	 	7/14/2004
	 	Active
	TM

	 	Canada
	 	TB Woods
Enterprises, Inc.
	 	Sure-Flex
	 	 	TMA380915
	 	3/1/1991
	 	 	645,519	 	 	11/23/1989
	 	Active
	TM

	 	Canada
	 	TB Woods
Enterprises, Inc.
	 	Qt Power Chain
	 	 	TMA623,038
	 	10/20/2004
	 	 	1,157,003	 	 	10/25/2002
	 	Active
	TM

	 	Canada
	 	TB Woods
Enterprises, Inc.
	 	Woods@Work
	 	 	TMA626,975
	 	11/29/2004
	 	 	1,157,004	 	 	10/25/2002
	 	Active
	TM

	 	Canada
	 	Dana Corp.
	 	Disc-O-Torque
	 	 	TMA171577
	 	9/25/1970
	 	 	325923	 	 	9/16/1969
	 	Active
	TM Appl.

	 	Canada
	 	TB Woods
Enterprises, Inc.
	 	G-Flex
	 	 	 	 	 	 	 	 	1406538	 	 	8/7/2008
	 	Pending
	TM

	 	Chile
	 	Warner Electric
Technology Inc.
	 	WICHITA
	 	 	543319	 	 	06/25/1999
	 	 	435364	 	 	12/14/1998
	 	Active
	TM

	 	China
	 	Warner Electric
Technology Inc.
	 	FORMSPRAG
	 	 	520390	 	 	05/30/1990
	 	 	8927113	 	 	 	 	Active
	TM

	 	China
	 	Warner Electric
Technology Inc.
	 	WICHITA
	 	 	520391	 	 	05/30/1990
	 	 	8927115	 	 	08/08/1989
	 	Active
	TM

	 	China
	 	Warner Electric
Technology LLC
	 	WARNER LINEAR
	 	 	5,655,144	 	 	9/7/2009
	 	 	5655144	 	 	10/12/2006
	 	Active
	TM

	 	Colombia
	 	Warner Electric
Technology Inc.
	 	WICHITA
	 	 	121609	 	 	02/26/1987
	 	 	92.355.818	 	 	08/19/1983
	 	Active
	TM

	 	Europe (CTM)
	 	TB Woods Inc.
	 	Dura-Flex
	 	 	507277	 	 	10/2/2000
	 	 	507.277	 	 	4/2/1997
	 	Active
	TM Appl.

	 	Europe (CTM)
	 	Altra Industrial
Motion, Inc.
	 	A&Design
	 	 	006067953	 	 	05/16/2008
	 	 	006067953	 	 	07/04/2007
	 	Active
	TM

	 	Europe (CTM)
	 	Warner Electric
Technology LLC
	 	WARNER LINEAR
	 	 	5,214,648	 	 	5/11/2007
	 	 	5214648	 	 	7/21/2006
	 	Active
	TM

	 	Finland
	 	Warner Electric
Technology Inc.
	 	MAGNUM
	 	 	111882	 	 	05/20/1991
	 	 	T198601641	 	 	04/24/1986
	 	Active
	TM

	 	Finland
	 	Warner Electric
Technology LLC
	 	MISTRAL
	 	 	TM 142083
	 	01/22/1996
	 	 	T199104906	 	 	10/16/1991
	 	Active
	TM

	 	Finland
	 	Warner Electric
Technology Inc.
	 	MAXIM
	 	 	TM 110492
	 	02/05/1991
	 	 	T198601642	 	 	04/24/1986
	 	Active
	TM

	 	France
	 	Boston Gear LLC
	 	BOSTON
	 	 	1624494	 	 	04/12/1991
	 	 	INPI121128
	 	04/13/1989
	 	Active
	TM

	 	France
	 	Boston Gear LLC
	 	BOSTON GEAR
	 	 	1624493	 	 	04/12/1991
	 	 	INPI121227
	 	04/03/1989
	 	Active
	TM

	 	France
	 	Warner Electric
Technology LLC
	 	FORMSPRAG
	 	 	1197077	 	 	03/10/1972
	 	 	622349	 	 	 	 	Active
	TM

	 	France
	 	Warner Electric
Technology Inc.
	 	MISTRAL
	 	 	1700743	 	 	10/22/1991
	 	 	 	 	 	 	 	Active
	TM

	 	France
	 	Warner Electric
Technology LLC
	 	WARNER ELECTRIC
	 	 	1547742	 	 	08/01/1968
	 	 	940649	 	 	 	 	Active
	TM

	 	France
	 	Warner Electric
Technology Inc.
	 	WARNER & Design
	 	 	1,230,455	 	 	04/18/1958
	 	 	 	 	 	 	 	Active
	TM

	 	France
	 	Warner Electric
Technology Inc.
	 	WICHITA
	 	 	1248360	 	 	09/19/1958
	 	 	1248360	 	 	 	 	Active
	TM

	 	France
	 	TB Woods
Enterprises, Inc.
	 	Speedlign
	 	 	1,286,266	 	 	6/19/1974
	 	 	717,131	 	 	6/19/1974
	 	Active
	TM

	 	France
	 	TB Woods
Enterprises, Inc.
	 	Sure-Flex
	 	 	023196347	 	 	11/27/2002
	 	 	023196347	 	 	11/27/2002
	 	Active
	TM

	 	Germany
	 	Warner Electric
Technology LLC
	 	FORMSPRAG
	 	 	708841	 	 	11/28/1957
	 	 	708 841/7 (F 7773)	 	 	 04/02/1957
	 	Active
	TM

	 	Germany
	 	Warner Electric
Technology LLC
	 	FORMSPRAG PCE
	 	 	998923	 	 	03/07/1980
	 	 	D34116/7WZ
	 	06/07/1979
	 	Active
	TM

	 	Germany
	 	Warner Electric
Technology LLC
	 	KOPPER KOOL
	 	 	1,039,311	 	 	10/06/1982
	 	 	D36687/7	 	 	10/08/1981
	 	Active
	TM

	 	Germany
	 	Warner Electric
Technology LLC
	 	MISTRAL
	 	 	2025422	 	 	11/30/1992
	 	 	T32561	 	 	10/19/1991
	 	Active
	TM

	 	Germany
	 	Warner Electric
Technology Inc.
	 	STIEBER
	 	 	39511829.8	 	 	02/05/1996
	 	 	X	 	 	03/16/1995
	 	Active
	TM

	 	Germany
	 	Warner Electric
Technology LLC
	 	STIEBER HEIDELBERG
	 	 	784371	 	 	02/24/1964
	 	 	ST06038
	 	03/29/1963
	 	Active
	TM

	 	Germany
	 	Warner Electric
Technology Inc.
	 	WARNER & Design
	 	 	674860	 	 	04/22/1955
	 	 	W04058	 	 	05/27/1953
	 	Active
	TM

	 	Germany
	 	Warner Electric
Technology LLC
	 	WARNER ELECTRIC
	 	 	39552705.8	 	 	12/12/1996
	 	 	39552705.8	 	 	12/27/1995
	 	Active
	TM

	 	Germany
	 	TB Woods
Enterprises, Inc.
	 	Form-Flex
	 	 	1,053,953	 	 	9/16/1991
	 	 	1,053,953	 	 	9/16/1991
	 	Active
	TM

	 	Germany
	 	TB Woods
Enterprises, Inc.
	 	Speedlign
	 	 	935,511	 	 	9/17/1975
	 	 	M39270	 	 	6/10/1974
	 	Active
	TM

	 	Germany
	 	TB Woods
Enterprises, Inc.
	 	SureFlex
	 	 	926,107	 	 	12/17/1974
	 	 	W24959	 	 	5/4/1973
	 	Active
	TM

	 	Germany
	 	Warner Electric
Technology LLC
	 	GFR
	 	 	39,333,006	 	 	12/9/1997
	 	 	39333006.5	 	 	7/14/1997
	 	Active
	TM

	 	Germany
	 	Warner Electric
Technology LLC
	 	GFR
	 	 	39,807,235	 	 	3/27/1998
	 	 	39807235.3	 	 	2/11/1998
	 	Active
	TM

	 	Great Britain
	 	TB Woods
Enterprises, Inc.
	 	SureFlex
	 	 	B998,327	 	 	9/13/1972
	 	 	B998,327	 	 	9/13/1972
	 	Active
	TM

	 	Great Britain
	 	TB Woods
Enterprises, Inc.
	 	Dura-Flex
	 	 	1,105,120	 	 	11/22/1978
	 	 	1105120	 	 	11/22/1978
	 	Active
	TM

	 	Great Britain
	 	TB Woods
Enterprises, Inc.
	 	Speedlign
	 	 	1,029,397	 	 	5/13/1974
	 	 	1,029,397	 	 	5/13/1974
	 	Active
	TM

	 	Hong Kong
	 	Warner Electric
Technology LLC
	 	WARNER LINEAR
	 	 	300685206	 	 	7/21/2006
	 	 	300685206	 	 	7/21/2006
	 	Active
	TM

	 	Hong Kong
	 	Altra Industrial
Motion, Inc.
	 	A&Design
	 	 	300906066	 	 	07/05/2007
	 	 	300906066	 	 	07/05/2007
	 	Active






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Issuing	 	 	 	 	 	 	Registration	 	Registration /	 	 	Application	 	 	 	 
	IP Type	 	Jurisdiction	 	Owner Entity	 	Title / Description	 	 	Number	 	Issue Date	 	 	Number	 	Filing Date	 	Status
	TM

	 	India
	 	Warner Electric
Technology LLC
	 	FORMSPRAG
	 	 	694707	 	 	05/11/2005
	 	 	694707	 	 	01/17/1996
	 	Active
	TM

	 	India
	 	Warner Electric
Technology Inc.
	 	STIEBER
	 	 	662847	 	 	04/19/1995
	 	 	 	 	 	04/19/1995
	 	Active
	TM

	 	India
	 	Dana Corporation
	 	WARNER ELECTRIC
	 	 	672106	 	 	06/06/1996
	 	 	 	 	 	07/06/1995
	 	Active
	TM

	 	India
	 	Warner Electric
Technology LLC
	 	WICHITA
	 	 	694708	 	 	01/09/2004
	 	 	694708	 	 	01/17/1996
	 	Active
	TM Appl.

	 	India
	 	Altra Industrial
Motion, Inc.
	 	A&Design
	 	 	 	 	 	 	 	 	1584305	 	 	07/25/2007
	 	Pending
	TM

	 	Israel
	 	Warner Electric
Technology Inc.
	 	WICHITA
	 	 	57106	 	 	06/09/1988
	 	 	57106	 	 	09/07/1983
	 	Active
	TM

	 	Italy
	 	Warner Electric
Technology Inc.
	 	FORMSPRAG
	 	 	781,460	 	 	05/27/1958
	 	 	X	 	 	04/23/1957
	 	Active
	TM

	 	Italy
	 	Warner Electric
Technology Inc.
	 	WARNER
	 	 	1,075,774	 	 	11/26/1976
	 	 	X	 	 	03/20/1973
	 	Active
	TM

	 	Italy
	 	Warner Electric
Technology Inc.
	 	WARNER ELECTRIC AND
BACKGROUND DESIGN
	 	 	454836	 	 	11/12/1966
	 	 	X	 	 	03/26/1963
	 	Active
	TM

	 	Italy
	 	Warner Electric
Technology Inc.
	 	WICHITA
	 	 	847,574	 	 	11/19/1959
	 	 	RM98C004872
	 	 	10/13/1958
	 	Active
	TM

	 	Italy
	 	TB Woods Inc.
	 	Sure-Flex
	 	 	1037180	 	 	9/25/1974
	 	 	MI2003002784
	 	 	9/25/1992
	 	Active
	TM

	 	Japan
	 	Warner Electric
Technology LLC
	 	FORMSPRAG
	 	 	1169444	 	 	11/06/1975
	 	 	127386/1971	 	 	11/24/1971
	 	Active
	TM

	 	Japan
	 	Warner Electric
Technology LLC
	 	FORMSPRAG
	 	 	4018891	 	 	06/27/1997
	 	 	135207/1995	 	 	12/28/1995
	 	Active
	TM

	 	Japan
	 	Warner Electric
Technology LLC
	 	KOPPER KOOL
	 	 	1759530	 	 	04/23/1985
	 	 	84256/1981	 	 	10/08/1981
	 	Active
	TM

	 	Japan
	 	Warner Electric
Technology LLC
	 	MISTRAL
	 	 	4033376	 	 	07/25/1997
	 	 	100751/1991	 	 	09/27/1991
	 	Active
	TM

	 	Japan
	 	Warner Electric
Technology LLC
	 	PCE
	 	 	1551186	 	 	11/26/1982
	 	 	85449/1978	 	 	11/22/1978
	 	Active
	TM

	 	Japan
	 	Warner Electric
Technology LLC
	 	STIEBER
	 	 	4109923	 	 	02/06/1998
	 	 	14030/95	 	 	02/17/1995
	 	Active
	TM

	 	Japan
	 	Warner Electric
Technology LLC
	 	WARNER
	 	 	452198	 	 	09/28/1954
	 	 	564/1954	 	 	01/13/1954
	 	Active
	TM

	 	Japan
	 	Warner Electric
Technology LLC
	 	WARNER ELECTRIC
	 	 	1719848	 	 	10/31/1984
	 	 	91915/1981	 	 	11/02/1981
	 	Active
	TM

	 	Japan
	 	Warner Electric
Technology LLC
	 	WARNER ELECTRIC
	 	 	2294610	 	 	01/31/1991
	 	 	91914/81	 	 	11/02/1981
	 	Active
	TM

	 	Japan
	 	Warner Electric
Technology LLC
	 	WICHITA
	 	 	2246130	 	 	07/30/1990
	 	 	34043/77	 	 	05/19/1977
	 	Active
	TM

	 	Japan
	 	Warner Electric
Technology Inc.
	 	MAXIM
	 	 	2,477,,826	 	 	11/30/92
	 	 	40400/1986	 	 	04/18/1986
	 	Active
	TM

	 	Japan
	 	Altra Industrial
Motion, Inc.
	 	A&Design
	 	 	5126277	 	 	04/04/2008
	 	 	2007-075745	 	 	07/05/2007
	 	Active
	TM

	 	Japan
	 	TB Woods
Enterprises, Inc.
	 	Sure-Flex
	 	 	1,923,250	 	 	12/24/1986
	 	 	40,343/1982	 	 	5/12/1982
	 	Active
	TM

	 	Japan
	 	TB Woods
Enterprises, Inc.
	 	SureFlex and
Katakana
	 	 	1,740,974	 	 	1/23/1995
	 	 	7-700836	 	 	1/13/1995
	 	Active
	TM

	 	Japan
	 	TB Woods
Enterprises, Inc.
	 	Dura-Flex
	 	 	4,166,483	 	 	7/10/1998
	 	 	27318/97	 	 	3/17/1997
	 	Active
	TM

	 	Japan
	 	TB Woods Inc.
	 	Form-Flex
	 	 	1,975,830	 	 	8/19/1987
	 	 	41,517/85	 	 	8/19/1987
	 	Active
	TM

	 	Malaysia
	 	Warner Electric
Technology Inc.
	 	STIEBER
	 	 	95/02683	 	 	03/28/2000
	 	 	95/02683	 	 	03/28/1995
	 	Active
	TM

	 	Mexico
	 	IMO Industries Inc.
	 	 BOSTON GEAR
	 	 	473663	 	 	9/15/1994
	 	 	161734	 	 	02/26/1993
	 	Active
	TM

	 	Mexico
	 	IMO Industries Inc.
	 	 BOSTON GEAR
	 	 	658794	 	 	3/24/2000
	 	 	161733	 	 	02/26/1993
	 	Active
	TM

	 	Mexico
	 	Warner Electric
Technology LLC
	 	FORMSPRAG
	 	 	205855	 	 	09/02/1997
	 	 	114172	 	 	06/22/1997
	 	Active
	TM

	 	Mexico
	 	Warner Electric
Technology LLC
	 	WARNER
	 	 	92550	 	 	04/14/1958
	 	 	76668	 	 	01/29/1957
	 	Active
	TM

	 	Mexico
	 	Warner Electric
Technology LLC
	 	WARNER ELECTRIC AND
BACKGROUND DESIGN
	 	 	115936	 	 	01/01/1964
	 	 	109532	 	 	03/04/1963
	 	Active
	TM

	 	Mexico
	 	Warner Electric
Technology Inc.
	 	WICHITA
	 	 	95017	 	 	12/09/1958
	 	 	84314	 	 	09/06/1958
	 	Active
	TM

	 	Mexico
	 	Warner Electric
Technology Inc.
	 	SHEAVE-GRIP
	 	 	786,246	 	 	03/31/2003
	 	 	590,675	 	 	03/04/2003
	 	Active
	TM

	 	Mexico
	 	Warner Electric
Technology LLC
	 	WARNER LINEAR
	 	 	1,060,801	 	 	7/17/2008
	 	 	796,858	 	 	7/28/2006
	 	Active
	TM

	 	Mexico
	 	Altra Industrial
Motion, Inc.
	 	A&Design
	 	 	1053502	 	 	08/12/2008
	 	 	873655	 	 	08/07/2007
	 	Active
	TM

	 	Mexico
	 	Emerson Power
Transmission Corp.
	 	GFR
	 	 	631,573	 	 	10/29/1999
	 	 	302944	 	 	07/30/1997
	 	Active
	TM

	 	Mexico
	 	TB Woods
Enterprises, Inc.
	 	Dura-Flex
	 	 	552,086	 	 	6/26/1997
	 	 	297,615	 	 	6/9/1997
	 	Active
	TM

	 	Mexico
	 	TB Woods
Enterprises, Inc.
	 	Qt Power Chain
	 	 	818826	 	 	1/26/2004
	 	 	573133	 	 	10/20/2002
	 	Active
	TM

	 	Mexico
	 	TB Woods
Enterprises, Inc.
	 	Woods@Work
	 	 	904275	 	 	10/24/2005
	 	 	573134	 	 	10/30/2002
	 	Active
	TM

	 	Mexico
	 	TB Woods
Enterprises, Inc.
	 	Speedlign
	 	 	896028	 	 	8/23/2005
	 	 	666,531	 	 	7/14/2004
	 	Active
	TM Appl.

	 	Mexico
	 	TB Woods
Enterprises, Inc.
	 	G-Flex
	 	 	1,120,117	 	 	9/10/2009
	 	 	953824	 	 	8/11/2008
	 	Active






 








 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Issuing	 	 	 	 	 	 	Registration	 	Registration /	 	 	Application	 	 	 	 
	IP Type	 	Jurisdiction	 	Owner Entity	 	Title / Description	 	 	Number	 	Issue Date	 	 	Number	 	Filing Date	 	Status
	Unregistered TM

	 	n/a
	 	Warner Electric LLC
	 	 Bear Rugged-Mobile
Tough
	 	 	n/a	 	 	n/a
	 	 	n/a	 	 	n/a
	 	n/a
	Unregistered TM

	 	n/a
	 	Warner Electric LLC
	 	 BearTrac
	 	 	n/a	 	 	n/a
	 	 	n/a	 	 	n/a
	 	n/a
	Unregistered TM

	 	n/a
	 	Warner Electric LLC
	 	 Kodiak
	 	 	n/a	 	 	n/a
	 	 	n/a	 	 	n/a
	 	n/a
	TM

	 	Peru
	 	Warner Electric
Technology LLC
	 	WICHITA
	 	 	54452	 	 	04/27/1999
	 	 	75634	 	 	12/11/1998
	 	Active
	TM

	 	Singapore
	 	Warner Electric
Technology Inc.
	 	WARNER ELECTRIC AND
BACKGROUND DESIGN
	 	 	T82/01188Z	 	 	03/07/1988
	 	 	T82/01188Z	 	 	03/09/1982
	 	Active
	TM

	 	Singapore
	 	Warner Electric
Technology LLC
	 	WARNER LINEAR
	 	 	T06/20041C	 	 	9/26/2006
	 	 	T06/20041C	 	 	9/26/2006
	 	Active
	TM

	 	Singapore
	 	Altra Industrial
Motion, Inc.
	 	A&Design
	 	 	T07/15070C	 	 	07/06/2007
	 	 	T0715070C	 	 	07/06/2007
	 	Active
	TM

	 	Singapore
	 	TB Woods
Enterprises, Inc.
	 	SureFlex
	 	 	T82/02556B	 	 	5/21/1982
	 	 	2556/82	 	 	5/21/1982
	 	Active
	TM

	 	South Africa
	 	Warner Electric
Technology Inc.
	 	WICHITA
	 	 	81/6897	 	 	09/17/1981
	 	 	81/6897	 	 	09/17/1981
	 	Active
	TM Appl.

	 	South Africa
	 	Altra Industrial
Motion, Inc.
	 	A&Design
	 	 	 	 	 	 	 	 	2007/14502	 	 	07/05/2007
	 	Pending
	TM Appl.

	 	South Africa
	 	Formsprag LLC
	 	Marland
	 	 	 	 	 	 	 	 	2009/17809	 	 	9/11/2009
	 	Pending
	TM

	 	South Korea
	 	Warner Electric
Technology LLC
	 	WARNER ELECTRIC AND
BACKGROUND DESIGN
	 	 	84202	 	 	09/30/1982
	 	 	1982-0000088	 	 	01/07/1982
	 	Active
	TM

	 	South Korea
	 	Warner Electric
Technology LLC
	 	WARNER ELECTRIC AND
BACKGROUND DESIGN
	 	 	85916	 	 	11/23/1982
	 	 	1982-0000086	 	 	01/07/1982
	 	Active
	TM

	 	South Korea
	 	Warner Electric
Technology LLC
	 	WICHITA
	 	 	108661	 	 	01/08/1985
	 	 	1983-0011882	 	 	08/23/1983
	 	Active
	TM

	 	South Korea
	 	Warner Electric
Technology LLC
	 	WARNER LINEAR
	 	 	40-0720036	 	 	8/7/2007
	 	 	40-2006-0051431	 	 	10/12/2006
	 	Active
	TM

	 	South Korea
	 	Altra Industrial
Motion, Inc.
	 	A&Design
	 	 	40-0775102	 	 	01/08/2009
	 	 	40-2007-0039600	 	 	07/25/2007
	 	Active
	TM

	 	South Korea
	 	TB Woods
Enterprises, Inc.
	 	Form-Flex
	 	 	140,855	 	 	5/25/1987
	 	 	7981/1986	 	 	5/25/1997
	 	Active
	TM

	 	Spain
	 	Warner Electric
Technology LLC
	 	FORMSPRAG
	 	 	2006258(3)		 	07/05/1996
	 	 	2006258(3)		 	 	 	Active
	TM

	 	Spain
	 	Warner Electric
Technology Inc.
	 	KOPPER KOOL & Design
	 	 	1662162	 	 	06/05/1992
	 	 	1662161	 	 	10/17/1991
	 	Active
	TM

	 	Spain
	 	Warner Electric
Technology LLC
	 	MAGNUM
	 	 	1,142,629	 	 	10/02/1989
	 	 	 	 	 	04/11/1986
	 	Active
	TM

	 	Spain
	 	Warner Electric
Technology LLC
	 	WARNER ELECTRIC
	 	 	2010756	 	 	10/27/1997
	 	 	2010756	 	 	02/07/1996
	 	Active
	TM

	 	Spain
	 	Warner Electric
Technology Inc.
	 	WICHITA
	 	 	1045719	 	 	04/05/1984
	 	 	1045719	 	 	08/30/1983
	 	Active
	TM

	 	Sweden
	 	Warner Electric
Technology LLC
	 	FORMSPRAG
	 	 	83978	 	 	12/20/1957
	 	 	 	 	 	 	 	Active
	TM

	 	Sweden
	 	Warner Electric
Technology LLC
	 	WARNER ELECTRIC
	 	 	323081	 	 	04/25/1997
	 	 	95-14891	 	 	12/27/1995
	 	Active
	TM

	 	Sweden
	 	Warner Electric
Technology Inc.
	 	WARNER ELECTRIC AND
BACKGROUND DESIGN
	 	 	109892	 	 	05/19/1964
	 	 	63-01313	 	 	03/27/1963
	 	Active
	TM

	 	Sweden
	 	Warner Electric
Technology Inc.
	 	WICHATA
	 	 	90967	 	 	12/16/1960
	 	 	3038	 	 	09/25/1958
	 	Active
	TM

	 	Switzerland
	 	Warner Electric
Technology LLC
	 	FORMCHROME
	 	 	P-412221	 	 	10/18/1994
	 	 	07371/1993.0	 	 	05/17/1993
	 	Active
	TM

	 	Switzerland
	 	Warner Electric
Technology LLC
	 	FORM-LOCK
	 	 	P-412226	 	 	10/18/1994
	 	 	7378/1993.2	 	 	05/17/1993
	 	Active
	TM

	 	Switzerland
	 	Warner Electric
Technology LLC
	 	FORMSPRAG
	 	 	P-287755	 	 	04/26/1997
	 	 	01681/1977	 	 	04/01/1997
	 	Active
	TM

	 	Switzerland
	 	Warner Electric
Technology LLC
	 	FORMSPRAG & Design
	 	 	P-412187	 	 	10/14/1994
	 	 	07373/1993.3	 	 	05/17/1993
	 	Active
	TM

	 	Switzerland
	 	Warner Electric
Technology Inc.
	 	RL
	 	 	P-414247	 	 	01/31/1995
	 	 	7376/1993.9	 	 	05/17/1993
	 	Active
	TM

	 	Switzerland
	 	Warner Electric
Technology Inc.
	 	WARNER & Design
	 	 	P-406103	 	 	10/11/1993
	 	 	2801/1993.6	 	 	 	 	Active
	TM

	 	Switzerland
	 	Warner Electric
Technology LLC
	 	WARNER ELECTRIC
	 	 	P-438835	 	 	03/27/1997
	 	 	14050/1995	 	 	12/28/1995
	 	Active
	TM

	 	Switzerland
	 	Warner Electric
Technology LLC
	 	WICHITA & Design
	 	 	P-300175	 	 	10/09/1979
	 	 	03810/1978	 	 	08/17/1978
	 	Active
	TM

	 	Switzerland
	 	TB Woods
Enterprises, Inc.
	 	Sure-Flex
	 	 	405,626	 	 	9/14/1992
	 	 	01605/1993	 	 	9/14/1992
	 	Active
	TM

	 	Taiwan
	 	Warner Electric
Technology Inc.
	 	WARNER & Design
	 	 	192580	 	 	10/01/1982
	 	 	70043208	 	 	12/29/1981
	 	Active






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Issuing	 	 	 	 	 	 	Registration	 	 	Registration /	 	 	Application	 	 	 	 
	IP Type	 	Jurisdiction	 	Owner Entity	 	Title / Description	 	 	Number	 	Issue Date	 	 	Number	 	Filing Date	 	Status
	TM

	 	Taiwan
	 	Warner Electric
Technology Inc.
	 	WARNER ELECTRIC AND
BACKGROUND DESIGN
	 	 	64628	 	 	06/16/1993
	 	 	81047228	 	 	09/21/1992
	 	Active
	TM

	 	Taiwan
	 	Warner Electric
Technology Inc.
	 	WICHITA
	 	 	245903	 	 	05/16/1984
	 	 	(72)52506	 	 	12/21/1983
	 	Active
	TM

	 	Taiwan
	 	Warner Electric
Technology Inc.
	 	WARNER ELECTRIC AND
DESIGN
	 	 	192,580	 	 	9/20/2002
	 	 	 	 	 	 	 	Active
	TM

	 	Taiwan
	 	Warner Electric
Technology LLC
	 	WARNER LINEAR
	 	 	1,264,315	 	 	6/1/2007
	 	 	095037880	 	 	7/24/2006
	 	Active
	TM

	 	Taiwan
	 	Altra Industrial
Motion, Inc.
	 	A&Design
	 	 	1310870	 	 	05/16/2008
	 	 	096031868	 	 	07/05/2007
	 	Active
	TM

	 	Taiwan
	 	TB Woods Inc.
	 	Dura-Flex
	 	 	807,300	 	 	7/1/1998
	 	 	(86)5713	 	 	2/1/1997
	 	Active
	TM

	 	Thailand
	 	Warner Electric
Technology LLC
	 	WARNER LINEAR
	 	 	Kor275083
	 	10/26/2006
	 	 	642919	 	 	10/26/2006
	 	Active
	TM

	 	Thailand
	 	Altra Industrial
Motion, Inc.
	 	A&Design
	 	 	Kor296763
	 	07/25/2007
	 	 	668284	 	 	07/25/2007
	 	Active
	TM

	 	United Kingdom
	 	 TB Woods
Enterprises, Inc.
	 	SureFlex
	 	 	B998,327	 	 	9/13/1972
	 	 	B998,327	 	 	9/13/1972
	 	Active
	TM

	 	United Kingdom
	 	 TB Woods
Enterprises, Inc.
	 	Dura-Flex
	 	 	1,105,120	 	 	11/22/1978
	 	 	1105120	 	 	11/22/1978
	 	Active
	TM

	 	United Kingdom
	 	 TB Woods
Enterprises, Inc.
	 	Speedlign
	 	 	1,029,397	 	 	5/13/1974
	 	 	1,029,397	 	 	5/13/1974
	 	Active
	TM

	 	United Kingdom
	 	 Warner Electric
Technology LLC
	 	AUTOGAP
	 	 	795572	 	 	09/17/1959
	 	 	 	 	 	09/17/1959
	 	Active
	TM

	 	United Kingdom
	 	 Warner Electric
Technology Inc.
	 	MAGNUM
	 	 	879962	 	 	05/25/1965
	 	 	879962	 	 	05/25/1965
	 	Active
	TM

	 	United Kingdom
	 	 Warner Electric
Technology Inc.
	 	MAGNUM
	 	 	1263574	 	 	09/15/1989
	 	 	1263574	 	 	03/27/1986
	 	Active
	TM

	 	United Kingdom
	 	 Warner Electric
Technology LLC
	 	MISTRAL
	 	 	1475775	 	 	06/27/1997
	 	 	 	 	 	09/07/1991
	 	Active
	TM

	 	United Kingdom
	 	 Warner Electric
Technology LLC
	 	WARNER
	 	 	792664	 	 	06/29/1959
	 	 	792664	 	 	 	 	Active
	TM

	 	United Kingdom
	 	 Warner Electric
Technology LLC
	 	WARNER
	 	 	710,641	 	 	09/17/1952
	 	 	710641	 	 	07/15/1952
	 	Active
	TM

	 	United Kingdom
	 	 Warner Electric
Technology LLC
	 	WICHITA
	 	 	2192400	 	 	09/29/2000
	 	 	2192400	 	 	03/20/1999
	 	Active
	TM

	 	United Kingdom
	 	 Warner Electric
Technology LLC
	 	WICHATA
	 	 	783301	 	 	10/29/1958
	 	 	783301	 	 	10/29/1958
	 	Active
	TM

	 	United Kingdom
	 	 Warner Electric
Technology Inc.
	 	DURA-FLEX
	 	 	1,105,120	 	 	11/22/78
	 	 	 	 	 	 	 	Active
	TM

	 	United Kingdom
	 	 Warner Electric
Technology Inc.
	 	FORMSPRAG
	 	 	2380616	 	 	6/24/2005
	 	 	 	 	 	12/17/2004
	 	Active
	TM

	 	United Kingdom
	 	 Boston Gear LLC
	 	CENTRIC
	 	 	1259254	 	 	1/30/1986
	 	 	1259254	 	 	1/30/1986
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	ACE
	 	 	1771190	 	 	5/18/1993
	 	 	74253998	 	 	3/10/1992
	 	Active
	TM

	 	USA
	 	Ameridrives
International, LLC
	 	AMERICAN
	 	 	0529539	 	 	8/22/1950
	 	 	71578852	 	 	4/29/1949
	 	Active
	TM

	 	USA
	 	Ameridrives
International, LLC
	 	AMERICARDAN
	 	 	2,488,262	 	 	09/11/01
	 	 	75621192	 	 	01/15/1999
	 	Active
	TM

	 	USA
	 	Ameridrives
International, LLC
	 	AMERIDISC & Design
	 	 	0802185	 	 	1/18/1966
	 	 	72219296	 	 	5/19/1965
	 	Active
	TM

	 	USA
	 	Ameridrives
International, LLC
	 	AMERIDRIVES
	 	 	2168489	 	 	6/23/1998
	 	 	75204229	 	 	11/25/1996
	 	Active
	TM

	 	USA
	 	Ameridrives
International, LLC
	 	AMERIFLEX
	 	 	1000720	 	 	12/31/1974
	 	 	72444883	 	 	1/2/1973
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	AUTOGAP
	 	 	681,746	 	 	07/14/1959
	 	 	72046678	 	 	2/26/1958
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	BEAR-N-BRONZ
	 	 	0603829	 	 	3/29/1955
	 	 	71665847	 	 	5/6/1954
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	BG & Design
	 	 	0298486	 	 	10/25/1932
	 	 	71327723	 	 	6/4/1932
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	BOSTRONG & Design
	 	 	0837074	 	 	10/17/1967
	 	 	72251147	 	 	7/27/1966
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	BOST-BRONZ
	 	 	0547544	 	 	9/4/1951
	 	 	71597836	 	 	5/20/1950
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	BOST-BRONZ
	 	 	0612905	 	 	9/27/1955
	 	 	71677082	 	 	11/22/1954
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	BOST-FLEX
	 	 	1111218	 	 	1/16/1979
	 	 	73163090	 	 	3/21/1978
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	BOSTON
	 	 	0522912	 	 	3/28/1950
	 	 	71535926	 	 	9/27/1947
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	BOSTON & Design
	 	 	1374572	 	 	12/10/1985
	 	 	73514378	 	 	12/19/1984
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	BOSTON GEAR
	 	 	0905805	 	 	1/12/1971
	 	 	72338165	 	 	9/17/1969
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	BOSTON GEAR
	 	 	0905846	 	 	1/12/1971
	 	 	72338166	 	 	9/17/1969
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	BOSTONE
	 	 	1131198	 	 	2/26/1980
	 	 	73163091	 	 	3/21/1978
	 	Active
	TM

	 	USA
	 	Formsprag LLC
	 	CEBMAG
	 	 	1352456	 	 	08/06/1985
	 	 	73513313	 	 	12/13/1984
	 	Active
	TM

	 	USA
	 	Formsprag LLC
	 	CECON
	 	 	2871858	 	 	08/10/04
	 	 	78/300,412	 	 	09/15/2003
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	CENTRIC
	 	 	1365217	 	 	10/15/1985
	 	 	73434105	 	 	7/11/1983
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	DCX
	 	 	1689927	 	 	6/2/1992
	 	 	74151919	 	 	3/27/1991
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	DCX PLUS
	 	 	1794125	 	 	9/21/1993
	 	 	74151939	 	 	3/27/1991
	 	Active
	TM

	 	USA
	 	Nuttall Gear LLC
	 	DELROYD
	 	 	3025384	 	 	12/13/2005
	 	 	76/586088	 	 	4/12/2004
	 	Active






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Issuing	 	 	 	 	 	 	Registration	 	 	Registration /	 	 	Application	 	 	 	 
	IP Type	 	Jurisdiction	 	Owner Entity	 	Title / Description	 	 	Number	 	Issue Date	 	 	Number	 	Filing Date	 	Status
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	ELECTRO-MODULE
	 	 	0838675	 	 	11/14/1967
	 	 	72200306	 	 	8/20/1964
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	ELECTRO-PACK
	 	 	0741888	 	 	12/11/1962
	 	 	72127440	 	 	9/7/1961
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	F AND DESIGN
	 	 	0743735	 	 	01/15/1963
	 	 	72125482	 	 	8/7/1961
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	FORMCHROME
	 	 	0867512	 	 	04/01/1969
	 	 	72300576	 	 	6/17/1968
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	FORM-LOCK
	 	 	0870852	 	 	06/10/1969
	 	 	72300575	 	 	6/17/1968
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	FORMSRPAG & Design
	 	 	0444642	 	 	01/15/1952
	 	 	71510384	 	 	10/7/1946
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	FORMSPRAG
	 	 	1216418	 	 	11/16/1982
	 	 	73326809	 	 	9/4/1981
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	KOPPER KOOL
	 	 	1258259	 	 	11/22/1983
	 	 	73334553	 	 	10/28/1981
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	LLH
	 	 	1759504	 	 	03/23/1993
	 	 	74303730	 	 	8/13/1992
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	MAG STOP
	 	 	1,851,941	 	 	08/30/1994
	 	 	74327472	 	 	11/2/1992
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	MAGNUM
	 	 	2,892,316	 	 	10/12/2004
	 	 	76/336,606	 	 	11/13/2001
	 	Active
	TM

	 	USA
	 	Formsprag LLC
	 	MARLAND
	 	 	2667819	 	 	12/31/2002
	 	 	76118280	 	 	8/28/2000
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	MESUR-FIL
	 	 	0990826	 	 	08/13/1974
	 	 	72464823	 	 	8/6/1973
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	MISTRAL
	 	 	2168734	 	 	06/30/1998
	 	 	74240876	 	 	1/28/1992
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	MOTOR MULTIPLIER
	 	 	1131648	 	 	3/11/1980
	 	 	73184680	 	 	9/5/1978
	 	Active
	TM

	 	USA
	 	Nuttall Gear LLC
	 	NGC & Design
	 	 	3031121	 	 	12/20/2005
	 	 	76/586087	 	 	4/12/2004
	 	Active
	TM

	 	USA
	 	Nuttall Gear LLC
	 	Nuttall
	 	 	3031120	 	 	12/20/2005
	 	 	76/586086	 	 	4/12/2004
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	OPTIMOUNT
	 	 	0670192	 	 	11/25/1958
	 	 	72046238	 	 	2/20/1958
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	PCE
	 	 	1136601	 	 	06/03/1980
	 	 	73193726	 	 	11/17/1978
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	RATIOPAX
	 	 	0985828	 	 	6/11/1974
	 	 	72456678	 	 	5/7/1973
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	RATIOTROL
	 	 	0743713	 	 	1/15/1963
	 	 	72137450	 	 	2/7/1962
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	SHEAVE-GRIP
	 	 	3,085,816	 	 	4/25/2006
	 	 	76/498,191	 	 	3/14/2003
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	UNIDAMP
	 	 	1795619	 	 	09/28/1993
	 	 	74038916	 	 	3/16/1990
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	UNIMODULE
	 	 	1678062	 	 	03/03/1992
	 	 	74053993	 	 	4/30/1990
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	WARNER & Design
	 	 	0527445	 	 	07/11/1950
	 	 	71528385	 	 	7/11/1947
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	WARNER ELECTRIC
	 	 	1,026,080	 	 	12/02/1975
	 	 	73035013	 	 	10/18/1974
	 	Active
	TM

	 	USA
	 	Ameridrives
International, LLC
	 	AMERIGEAR
	 	 	2,951,600	 	 	5/17/2005
	 	 	78/373,119	 	 	2/24/2004
	 	Active
	TM

	 	USA
	 	Ameridrives
International, LLC
	 	THE AMERICAN FULLY
CROWNED TOOTH
	 	 	2980971	 	 	5/10/2005
	 	 	78/373,135	 	 	2/24/2004
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	POSIVENT
	 	 	2875347	 	 	08/17/2004
	 	 	76/423,536	 	 	06/20/2002
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	STABILI SEAL
	 	 	3,131,135	 	 	08/15/2006
	 	 	78/564,645	 	 	02/10/2005
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology Inc.
	 	WICHITA CLUTCH
	 	 	3039567	 	 	01/10/2006
	 	 	76/620135	 	 	11/12/04
	 	Active
	TM

	 	USA
	 	Altra Industrial
Motion, Inc.
	 	A&Design
	 	 	3,146,781	 	 	09/19/2006
	 	 	78/560930	 	 	02/04/2005
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	AQUAMAKKS
	 	 	3,490,449	 	 	08/19/2008
	 	 	78/821,282	 	 	02/23/2006
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	Warner Electric
	 	 	3,287,916	 	 	09/04/2007
	 	 	78/790,162	 	 	01/12/2006
	 	Active
	TM

	 	USA
	 	Boston Gear LLC
	 	CENTRIGARD
	 	 	3,374,068	 	 	1/22/2008
	 	 	78/774,995	 	 	12/16/2005
	 	Active
	TM

	 	USA
	 	Altra Industrial
Motion, Inc.
	 	Altra Industrial
Motion
	 	 	3360155	 	 	12/25/2007
	 	 	76/621069	 	 	11/17/2004
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	Warner Linear
	 	 	3,413,352	 	 	04/15/2008
	 	 	78/910,851	 	 	06/19/2006
	 	Active
	TM

	 	USA
	 	Altra Industrial
Motion, Inc.
	 	A-Track
	 	 	3,263,081	 	 	07/10/2007
	 	 	78/790085	 	 	1/12/2006
	 	Active
	TM

	 	USA
	 	Kilian
Manufacturing
Corporation
	 	KILIAN
	 	 	1216354	 	 	11/16/1982
	 	 	73277508	 	 	9/11/1980
	 	Active
	TM

	 	USA
	 	Kilian
Manufacturing
Corporation
	 	KILROL
	 	 	2827924	 	 	3/30/2004
	 	 	78213978	 	 	2/12/2003
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	GFR
	 	 	3,494,910	 	 	9/2/2008
	 	 	77/247,944	 	 	08/06/07
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	B-Track
	 	 	3,609,446	 	 	4/21/2009
	 	 	77/237,461	 	 	07/24/2007
	 	Active
	TM

	 	USA
	 	TB Woods
Enterprises, Inc.
	 	All-Pro
	 	 	2,165,737	 	 	6/16/1998
	 	 	75/290,731	 	 	5/12/1997
	 	Active
	TM

	 	USA
	 	TB Woods North
Carolina, Inc.
	 	Braketron
	 	 	1,164,393	 	 	8/11/1981
	 	 	73/254,657	 	 	3/19/1980
	 	Active
	TM

	 	USA
	 	TB Woods
Enterprises, Inc.
	 	Deck & Design
(stylized
lettering)
	 	 	1,409,209	 	 	9/16/1986
	 	 	73/581,633	 	 	2/7/1986
	 	Active






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Issuing	 	 	 	 	 	 	Registration	 	 	Registration /	 	 	Application	 	 	 	 
	IP Type	 	Jurisdiction	 	Owner Entity	 	Title / Description	 	 	Number	 	Issue Date	 	 	Number	 	Filing Date	 	Status
	TM

	 	USA
	 	TB Woods
Enterprises, Inc.
	 	Disc-O-Torque
	 	 	859,264	 	 	10/29/1968
	 	 	72/285,224	 	 	11/20/1967
	 	Active
	TM

	 	USA
	 	TB Woods
Enterprises, Inc.
	 	Dura-Flex
	 	 	1,116,828	 	 	4/24/1979
	 	 	73/158,649	 	 	2/13/1978
	 	Active
	TM

	 	USA
	 	TB Woods
Enterprises, Inc.
	 	First In Couplings
	 	 	1,361,466	 	 	9/24/1985
	 	 	73/526,310	 	 	3/11/1985
	 	Active
	TM

	 	USA
	 	TB Woods
Enterprises, Inc.
	 	Form-Flex
	 	 	2,152,362	 	 	4/21/1998
	 	 	75/273,175	 	 	4/11/1997
	 	Active
	TM

	 	USA
	 	TB Woods
Enterprises, Inc.
	 	Poole
	 	 	2,191,918	 	 	9/29/1998
	 	 	75/251,697	 	 	2/28/1997
	 	Active
	TM

	 	USA
	 	TB Woods
Enterprises, Inc.
	 	Qt Power Chain
	 	 	2,723,745	 	 	6/10/2003
	 	 	76/403,299	 	 	5/2/2002
	 	Active
	TM

	 	USA
	 	TB Woods
Enterprises, Inc.
	 	Roto-Cam
	 	 	859,263	 	 	10/29/1968
	 	 	72/285,223	 	 	11/20/1967
	 	Active
	TM

	 	USA
	 	TB Woods
Enterprises, Inc.
	 	Speedlign
	 	 	2,991,827	 	 	9/6/2005
	 	 	78/350,700	 	 	1/12/2004
	 	Active
	TM

	 	USA
	 	TB Woods
Enterprises, Inc.
	 	Sure Grip (Stylized)
	 	 	645,415	 	 	5/14/1957
	 	 	71/640,418	 	 	1/6/1953
	 	Active
	TM

	 	USA
	 	TB Woods
Enterprises, Inc.
	 	Sure-Flex
	 	 	668,649	 	 	10/21/1958
	 	 	72/043,720	 	 	1/9/1958
	 	Active
	TM

	 	USA
	 	TB Woods
Enterprises, Inc.
	 	Sure-Grip
	 	 	646,423	 	 	6/4/1957
	 	 	71/575,508	 	 	3/15/1949
	 	Active
	TM

	 	USA
	 	TB Woods
Enterprises, Inc.
	 	Sure-Grip
	 	 	1,109,150	 	 	12/19/1978
	 	 	73/136,699	 	 	8/8/1977
	 	Active
	TM

	 	USA
	 	TB Woods
Enterprises, Inc.
	 	Ultra-V
	 	 	1,001,969	 	 	1/21/1975
	 	 	73/001,734	 	 	10/9/1973
	 	Active
	TM

	 	USA
	 	TB Woods
Enterprises, Inc.
	 	Ultra-V
	 	 	1,001,970	 	 	1/21/1975
	 	 	73/003,203	 	 	10/10/1973
	 	Active
	TM

	 	USA
	 	TB Woods
Enterprises, Inc.
	 	W TB Wood’s (and
design)
	 	 	2,059,245	 	 	5/6/1997
	 	 	75/107,136	 	 	5/20/1996
	 	Active
	TM

	 	USA
	 	TB Woods
Enterprises, Inc.
	 	G-Flex
	 	 	3,501,631	 	 	9/16/2008
	 	 	77/397,102.	 	 	2/14/2008
	 	Active
	TM

	 	USA
	 	Inertia Dynamics,
LLC
	 	Unibrake
	 	 	0809205	 	 	05/31/1966
	 	 	72/219817	 	 	05/26/1965
	 	Active
	TM Appl.

	 	USA
	 	Kilian
Manufacturing
Corporation
	 	HI-TECH WORRY BEADS
	 	 	 	 	 	 	 	 	78/775,032	 	 	12/16/2005
	 	Pending
	TM Appl.

	 	USA
	 	Formsprag LLC
	 	BC MA
	 	 	 	 	 	 	 	 	77/649,950	 	 	1/15/2009
	 	Pending
	Unregistered TM

	 	USA
	 	Inertia Dynamics,
LLC
	 	IDI	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	WARNER ELECTRIC
	 	 	0726202	 	 	01/09/1962
	 	 	72105397	 	 	9/28/1960
	 	Active
	TM

	 	USA
	 	Warner Electric
Technology LLC
	 	WICHITA
	 	 	1565483	 	 	11/14/1989
	 	 	73753251	 	 	8/29/1988
	 	Active
	TM

	 	Venezuela
	 	Warner Electric
Technology Inc.
	 	WICHITA
	 	 	120263	 	 	04/25/1986
	 	 	7010-83	 	 	09/01/1983
	 	Active
	TM

	 	Vietnam
	 	Warner Electric
Technology Inc.
	 	WARNER
	 	 	9997	 	 	12/11/1993
	 	 	11808	 	 	03/20/1993
	 	Active
	 
	 

	 	NOTES:	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	American Enterprises MPT L.P.	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	This entity is the owner of record of a pair
of Canadian registrations. The changes in
the company’s name from American Enterprises
MPT L.P. to Ameridrives International L.P.
(on 04/25/1997) and later from Ameridrives
International L.P. to Ameridrives
International LLC (on 12/21/2005) have not
yet been recorded against the registrations.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Dana Corporation	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	This entity is the owner of record of an
Indian trademark registration for “WARNER
ELECTRIC.” The assignment of the
registration from Dana Corporation to Warner
Electric Technology, Inc. and the subsequent
name change from Warner Electric Technology,
Inc. to Warner Electric Technology LLC have
been submitted for recordation. Dana
Corporation is also the owner of record of a
Canadian trademark registration for
“DISC-O-TORQUE” relating to TB Woods. No
action has been taken to address the change
in ownership of this registration in view of
instructions given in 2000 to a prior law
firm for TB Woods to allow the registration
to lapse (the registration actually remains
in force until 2015.






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Issuing	 	 	 	 	 	Registration	 	Registration /	 	Application	 	 	 	 
	IP Type	 	Jurisdiction	 	Owner Entity	 	Title / Description	 	Number	 	Issue Date	 	Number	 	Filing Date	 	Status
	 	 	 	 	Emerson Power Transmission Corp.	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	This entity is the owner of record on a
Mexican registration for “GFR.” Assignments
from Emerson Power Transmission Corp. to Dana
Holdings GmbH and from Dana Holdings GmbH to
Warner Electric Technology LLC have been
submitted for recordation and the process is
ongoing.	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	IMO Industries, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	This entity is the owner of record on a pair
of Mexican registrations for “BOSTON GEAR”.
An assignment of the Mexican registrations to
Boston Gear LLC is in the process of being
recorded.	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Warner Electric Technology, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	A number of patents and trademarks owned by
Warner Electric Technology LLC remain in the
former name (Warner Electric Technology,
Inc.) of the company on the records of
various foreign patent and trademark offices.
Efforts to record the change in name are in
progress with respect to some of the patents
and trademarks. For others, a conscious
decision was made to hold off on recordation
pending some other action relating to the
property (e.g., the next renewal of a
trademark registration). For yet others, a
decision was made not to record the change in
name in view of a decision to allow various
registrations or patents to lapse).	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 











 






INTELLECTUAL PROPERTY LICENSES




	 	 	 	 	 	 	 
	Name of Grantor	 	Name of Agreement	 	Date of Agreement	 	Parties to Agreement
	[*]

	 	License Agreement
	 	August 17, 2009
	 	Ameridrives
International, LLC
	 
	 	 	 	 	 	 
	The Grantors own or
license certain
off-the-shelf
software, which
software is
ready-made and
available for sale,
lease, or license
to the general
public.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	From time to time
in the course of
manufacturing
products for their
customers, certain
customers may grant
the Grantors
limited licenses to
certain of their
intellectual
property.
	 	 	 	 	 	 






 









 





EXHIBIT E

(See Section 3.13 of Security Agreement and Definition of “Pledged Collateral”)




LIST OF PLEDGED COLLATERAL, SECURITIES AND OTHER INVESTMENT PROPERTY



STOCKS



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Percentage of
	Name of	 	 	 	 	Certificate	 	 	Number of	 	 	 	 	Outstanding
	Grantor	 	Issuer	 	 	Number(s)	 	 	Shares	 	Class of Stock	 	 	Shares
	Altra Holdings, Inc.

	 	Altra Industrial
Motion, Inc.
	 	 	C-2	 	 	 	1,000	 	 	Common Stock,
$0.001 par value
	 	 	100%	 
	Altra Industrial
Motion, Inc.

	 	American
Enterprises MPT
Corp.
	 	 	102	 	 	 	999	 	 	Common Stock,
$0.001 par value
	 	 	100%	 
	Altra Industrial
Motion, Inc.

	 	Warner Electric LLC
	 	 	002	 	 	 	1	 	 	LLC Interests
	 	 	100%	 
	Altra Industrial
Motion, Inc.

	 	Warner Electric
Technology LLC
	 	 	002	 	 	 	1	 	 	LLC Interests
	 	 	100%	 
	Altra Industrial
Motion, Inc.

	 	Boston Gear LLC
	 	 	001	 	 	 	1	 	 	LLC Interests
	 	 	100%	 
	Altra Industrial
Motion, Inc.

	 	Kilian
Manufacturing
Corporation
	 	 	102	 	 	 	10	 	 	Stock, no par value
	 	 	100%	 
	Altra Industrial
Motion, Inc.

	 	Warner Electric
International
Holding, Inc.
	 	 	2	 	 	 	1,000	 	 	Stock, $1.00 par
value
	 	 	100%	 
	Altra Industrial
Motion, Inc.

	 	Inertia Dynamics,
LLC
	 	 	002	 	 	 	100%	 	 	LLC Interests
	 	 	100%	 
	Altra Industrial
Motion, Inc.

	 	TB Wood’s
Corporation
	 	 	C-2	 	 	 	1,000	 	 	Common Stock, $0.01
par value
	 	 	100%	 
	American
Enterprises MPT
Corp.

	 	American
Enterprises MPT
Holdings, LLC
	 	 	001	 	 	 	100%	 	 	LLC Interests
	 	 	100%	 
	American
Enterprises MPT
Corp.

	 	Ameridrives
International LLC
	 	 	001	 	 	 	100%	 	 	LLC Interests
	 	 	100%	 
	American
Enterprises MPT
Corp.

	 	Nuttall Gear LLC
	 	 	001	 	 	 	1	 	 	LLC Interests
	 	 	100%	 
	American
Enterprises MPT
Corp.

	 	Formsprag LLC
	 	 	004	 	 	 	861,429	 	 	Units
	 	 	100%	 
	TB Wood’s
Corporation

	 	TB Wood’s
Incorporated
	 	 	2	 	 	 	1,125,000	 	 	Common Stock, $0.10
par value
	 	 	100%	 
	TB Wood’s
Incorporated

	 	TB Wood’s
Enterprises Inc.
	 	 	2	 	 	 	3,000	 	 	Common Stock, $0.01
par value
	 	 	100%	 
	TB Wood’s
Incorporated

	 	T.B. Wood’s Canada
Ltd.
	 	 	1015	 	 	 	3,415	 	 	Common Shares
	 	 	65%	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Percentage of
	Name of	 	 	 	 	Certificate	 	 	Number of	 	 	 	 	Outstanding
	Grantor	 	Issuer	 	 	Number(s)	 	 	Shares	 	Class of Stock	 	 	Shares
	TB Wood’s
Incorporated

	 	Industrial Blaju,
S.A. de C.V.
	 	 	2	 	 	 	25,229,382	 	 	Capital Stock,
$1.00 par value
	 	 	65%	 
	Kilian
Manufacturing
Corporation

	 	3091780 Nova Scotia
Company
	 	 	5, 7	 	 	 	130	 	 	Common Shares, no
par value
	 	 	65%	 
	Warner Electric
International
Holding, Inc.

	 	Warner Electric UK
Group Ltd.
	 	 	6	 	 	 	2,456,508	 	 	Ordinary Shares of
£1 each, fully paid
	 	 	65%	 
	Warner Electric
International
Holding, Inc. *

	 	Warner Electric
(Holding) SAS
	 	 	 	 	 	 	 	 	 	 	 	 	65%	 
	Warner Electric
International
Holding, Inc. *

	 	Warner Electric
Group GmbH
	 	 	 	 	 	 	 	 	 	 	 	 	65%	 
	Warner Electric
International
Holding, Inc.*

	 	Warner Electric
(Netherlands)
Holding, B.V.
	 	 	 	 	 	 	 	 	 	 	 	 	65%	 








 




			
	*	 	NOTE: Certificates for these entities will be provided post-closing.




BONDS





	 	 	 	 	 	 	 	 	 	 	 
	Name of	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Issuer	 	Number	 	Face Amount	 	Coupon Rate	 	Maturity
	N/A
	 	 	 	 	 	 	 	 	 	 






GOVERNMENT SECURITIES




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of	 	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Issuer	 	Number	 	Type	 	Face Amount	 	Coupon Rate	 	Maturity
	N/A
	 	 	 	 	 	 	 	 	 	 	 	 






OTHER SECURITIES OR OTHER INVESTMENT PROPERTY

(CERTIFICATED AND UNCERTIFICATED)




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage Ownership
	Name of Grantor	 	Issuer	 	Description of Collateral	 	Interest
	See below.
	 	 	 	 	 	 






 









 





Existing Joint Ventures




     Warner Electric LLC holds 40% of Elastomeric Actuators Inc.



 









 





EXHIBIT F

(See Section 3.1 of Security Agreement)




OFFICES IN WHICH FINANCING STATEMENTS HAVE BEEN FILED



	 	 	 
	Name of Grantor	 	Jurisdiction
	Altra Holdings, Inc.

	 	DE
	Altra Industrial Motion, Inc.

	 	DE
	American Enterprises MPT Corp.

	 	DE
	American Enterprises MPT Holdings, LLC

	 	DE
	Ameridrives International, LLC

	 	DE
	Boston Gear LLC

	 	DE
	Formsprag LLC

	 	DE
	Inertia Dynamics, LLC

	 	DE
	Kilian Manufacturing Corporation

	 	DE
	Nuttall Gear LLC

	 	DE
	TB Wood’s Corporation

	 	DE
	TB Wood’s Enterprises, Inc.

	 	DE
	TB Wood’s Incorporated

	 	PA
	Warner Electric International Holding, Inc.

	 	DE
	Warner Electric LLC

	 	DE
	Warner Electric Technology LLC

	 	DE







 











 





EXHIBIT G

(See Section 4.4 and 4.8 of Security Agreement)




AMENDMENT


This
Amendment, dated                     , ___ is delivered pursuant to Section 4.4 of the Security
Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or
incorporated by reference in the Security Agreement. The undersigned hereby certifies that the
representations and warranties in Article III of the Security Agreement are and continue to be true
and correct. The undersigned further agrees that this Amendment may be attached to that certain
Pledge and Security Agreement, dated                      ___, ___, between the undersigned, as the
Grantors, and JPMorgan Chase Bank, N.A., as the Administrative Agent, (the “Security
Agreement”) and that the Collateral listed on Schedule I to this Amendment shall be and
become a part of the Collateral referred to in said Security Agreement and shall secure all Secured
Obligations referred to in said Security Agreement.




	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 


















 





EXHIBIT H

(See Section 8.21 of Security Agreement)




Post Closing Matters



	 	 	 	 	 	 	 	 	 
	 	 	Responsible	 	 
	Document/Deliverable	 	Party	 	Due Date
	1. Deliver to the Administrative Agent the results of patent and trademark searches of the U.S. Patent and Trademark Office databases, together with an Exhibit D attached hereto, listing all Patents and Trademarks (including any licenses of the foregoing) in which such Grantor has an ownership interest, in each case as required under Section 4.7(f)
hereof.
	 	Grantors	 	 	12/25/09	 
	2. Execute and deliver to the Administrative Agent (x) a patent security agreement and (y) a trademark security agreement as required under Section 4.7(f) hereof.
	 	Grantors	 	 	12/25/09	 
	3. Deliver to the Administrative Agent (i) appraisals of the Borrowers’ Inventory and (ii) copies of existing appraisals with respect to each of the Mortgaged Properties as required under Section 5.16 of the Credit Agreement.
	 	Grantors	 	 	12/25/09	 
	4. Conduct field examinations of the Borrowers’ books, records, Accounts, Inventory and other Collateral as required under Section 5.16 of the Credit Agreement.
	 	Administrative Agent	 	 	12/25/09	 
	5. Deliver to the Administrative Agent a Mortgage and other related items with respect to each Mortgaged Property as required under Section 5.15 of the Credit Agreement.
	 	Grantors	 	 	2/23/10	 
	6. Execute and deliver to the Administrative Agreement Control Agreements as required under Section 4.14 hereof and Section 5.12 of the Credit Agreement.
	 	Grantors	 	 	2/23/10	 
	7. Deliver to the Administrative Agreement Collateral Access Agreements as required under Section 4.13.
	 	Grantors	 	 	3/25/10