exv10w16






Exhibit
10.16


[*] 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




 





J. P. Morgan




CREDIT AGREEMENT



dated as of



November 25, 2009



Among



ALTRA INDUSTRIAL MOTION, INC.,



The other Borrowers Party Hereto,



The Loan Guarantors Party Hereto,



The Lenders Party Hereto,



and



JPMORGAN CHASE BANK, N.A.,



as Administrative Agent



 





J.P. MORGAN SECURITIES INC.,

as Sole Bookrunner and Sole Lead Arranger



 





CHASE BUSINESS CREDIT



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I. DEFINITIONS
	 	 	1	 
	 
	SECTION 1.01. Defined Terms
	 	 	1	 
	 
	SECTION 1.02. Classification of Loans and Borrowings
	 	 	25	 
	 
	SECTION 1.03. Terms Generally
	 	 	25	 
	 
	SECTION 1.04. Accounting Terms; GAAP
	 	 	25	 
	 
	ARTICLE II. THE CREDITS
	 	 	25	 
	 
	SECTION 2.01. Commitments
	 	 	25	 
	 
	SECTION 2.02. Loans and Borrowings
	 	 	26	 
	 
	SECTION 2.03. Requests for Revolving Borrowings
	 	 	26	 
	 
	SECTION 2.04. Protective Advances
	 	 	27	 
	 
	SECTION 2.05. Swingline Loans and Overadvances
	 	 	27	 
	 
	SECTION 2.06. Letters of Credit
	 	 	29	 
	 
	SECTION 2.07. Funding of Borrowings
	 	 	32	 
	 
	SECTION 2.08. Interest Elections
	 	 	33	 
	 
	SECTION 2.09. Termination and Reduction of Commitments; Increase in Revolving
Commitments
	 	 	34	 
	 
	SECTION 2.10. Repayment and Amortization of Loans; Evidence of Debt
	 	 	35	 
	 
	SECTION 2.11. Prepayment of Loans
	 	 	36	 
	 
	SECTION 2.12. Fees
	 	 	37	 
	 
	SECTION 2.13. Interest
	 	 	38	 
	 
	SECTION 2.14. Alternate Rate of Interest
	 	 	39	 
	 
	SECTION 2.15. Increased Costs
	 	 	39	 
	 
	SECTION 2.16. Break Funding Payments
	 	 	40	 
	 
	SECTION 2.17. Taxes
	 	 	41	 
	 
	SECTION 2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs

	 	 	42	 
	 
	SECTION 2.19. Mitigation Obligations; Replacement of Lenders
	 	 	44	 
	 
	SECTION 2.20. Defaulting Lenders
	 	 	45	 
	 
	SECTION 2.21. Returned Payments
	 	 	46	 
	 
	ARTICLE III. REPRESENTATIONS AND WARRANTIES
	 	 	46	 
	 
	SECTION 3.01. Organization; Powers
	 	 	46	 
	 
	SECTION 3.02. Authorization; Enforceability
	 	 	46	 
	 
	SECTION 3.03. Governmental Approvals; No Conflicts
	 	 	46	 
	 
	SECTION 3.04. Financial Condition; No Material Adverse Change
	 	 	47	 






 









 




TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	SECTION 3.05. Properties
	 	 	47	 
	 
	SECTION 3.06. Litigation and Environmental Matters
	 	 	47	 
	 
	SECTION 3.07. Compliance with Laws and Agreements
	 	 	48	 
	 
	SECTION 3.08. Investment Company Status
	 	 	48	 
	 
	SECTION 3.09. Taxes
	 	 	48	 
	 
	SECTION 3.10. ERISA
	 	 	48	 
	 
	SECTION 3.11. Disclosure
	 	 	48	 
	 
	SECTION 3.12. Material Agreements
	 	 	48	 
	 
	SECTION 3.13. Solvency
	 	 	49	 
	 
	SECTION 3.14. Insurance
	 	 	49	 
	 
	SECTION 3.15. Capitalization and Subsidiaries
	 	 	49	 
	 
	SECTION 3.16. Security Interest in Collateral
	 	 	49	 
	 
	SECTION 3.17. Employment Matters
	 	 	49	 
	 
	SECTION 3.18. Common Enterprise
	 	 	50	 
	 
	ARTICLE IV. CONDITIONS
	 	 	50	 
	 
	SECTION 4.01. Effective Date
	 	 	50	 
	 
	SECTION 4.02. Each Credit Event
	 	 	52	 
	 
	ARTICLE V. AFFIRMATIVE COVENANTS
	 	 	53	 
	 
	SECTION 5.01. Financial Statements; Borrowing Base and Other Information

	 	 	53	 
	 
	SECTION 5.02. Notices of Material Events
	 	 	56	 
	 
	SECTION 5.03. Existence; Conduct of Business
	 	 	57	 
	 
	SECTION 5.04. Payment of Obligations
	 	 	57	 
	 
	SECTION 5.05. Maintenance of Properties
	 	 	57	 
	 
	SECTION 5.06. Books and Records; Inspection Rights
	 	 	57	 
	 
	SECTION 5.07. Compliance with Laws
	 	 	57	 
	 
	SECTION 5.08. Use of Proceeds
	 	 	58	 
	 
	SECTION 5.09. Insurance
	 	 	58	 
	 
	SECTION 5.10. Casualty and Condemnation
	 	 	58	 
	 
	SECTION 5.11. Appraisals and Field Examinations
	 	 	58	 
	 
	SECTION 5.12. Depository Banks; Control Agreements
	 	 	58	 
	 
	SECTION 5.13. Additional Collateral; Further Assurances
	 	 	59	 
	 
	SECTION 5.14. Collateral Access Agreements
	 	 	60	 






ii









 




TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	SECTION 5.15. Existing Real Estate Collateral
	 	 	60	 
	 
	SECTION 5.16. Initial Appraisals and Field Examinations
	 	 	61	 
	 
	ARTICLE VI. NEGATIVE COVENANTS
	 	 	61	 
	 
	SECTION 6.01. Indebtedness
	 	 	61	 
	 
	SECTION 6.02. Liens
	 	 	63	 
	 
	SECTION 6.03. Fundamental Changes
	 	 	64	 
	 
	SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions
	 	 	64	 
	 
	SECTION 6.05. Asset Sales
	 	 	66	 
	 
	SECTION 6.06. Sale and Leaseback Transactions
	 	 	66	 
	 
	SECTION 6.07. Swap Agreements
	 	 	66	 
	 
	SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness
	 	 	67	 
	 
	SECTION 6.09. Transactions with Affiliates
	 	 	69	 
	 
	SECTION 6.10. Restrictive Agreements
	 	 	69	 
	 
	SECTION 6.11. Amendment of Material Documents
	 	 	70	 
	 
	SECTION 6.12. Fixed Charge Coverage Ratio
	 	 	70	 
	 
	SECTION 6.13. Certain Restrictions on Foreign Subsidiaries
	 	 	70	 
	 
	ARTICLE VII. EVENTS OF DEFAULT
	 	 	70	 
	 
	ARTICLE VIII. THE ADMINISTRATIVE AGENT
	 	 	73	 
	 
	ARTICLE IX. MISCELLANEOUS
	 	 	75	 
	 
	SECTION 9.01. Notices
	 	 	75	 
	 
	SECTION 9.02. Waivers; Amendments
	 	 	76	 
	 
	SECTION 9.03. Expenses; Indemnity; Damage Waiver
	 	 	77	 
	 
	SECTION 9.04. Successors and Assigns
	 	 	79	 
	 
	SECTION 9.05. Survival
	 	 	81	 
	 
	SECTION 9.06. Counterparts; Integration; Effectiveness
	 	 	82	 
	 
	SECTION 9.07. Severability
	 	 	82	 
	 
	SECTION 9.08. Right of Setoff
	 	 	82	 
	 
	SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process

	 	 	82	 
	 
	SECTION 9.10. WAIVER OF JURY TRIAL
	 	 	83	 
	 
	SECTION 9.11. Headings
	 	 	83	 
	 
	SECTION 9.12. Confidentiality
	 	 	83	 
	 
	SECTION 9.13. Several Obligations; Nonreliance; Violation of Law
	 	 	84	 






iii









 




TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	SECTION 9.14. USA PATRIOT Act
	 	 	84	 
	 
	SECTION 9.15. Disclosure
	 	 	84	 
	 
	SECTION 9.16. Appointment for Perfection
	 	 	84	 
	 
	ARTICLE X. LOAN GUARANTY
	 	 	85	 
	 
	SECTION 10.01. Guaranty
	 	 	85	 
	 
	SECTION 10.02. Guaranty of Payment
	 	 	85	 
	 
	SECTION 10.03. No Discharge or Diminishment of Loan Guaranty
	 	 	85	 
	 
	SECTION 10.04. Defenses Waived
	 	 	86	 
	 
	SECTION 10.05. Rights of Subrogation
	 	 	86	 
	 
	SECTION 10.06. Reinstatement; Stay of Acceleration
	 	 	86	 
	 
	SECTION 10.07. Information
	 	 	87	 
	 
	SECTION 10.08. Termination
	 	 	87	 
	 
	SECTION 10.09. Taxes
	 	 	87	 
	 
	SECTION 10.10. Maximum Liability
	 	 	87	 
	 
	SECTION 10.11. Contribution
	 	 	87	 
	 
	SECTION 10.12. Liability Cumulative
	 	 	88	 
	 
	ARTICLE XI. THE BORROWER REPRESENTATIVE
	 	 	88	 
	 
	SECTION 11.01. Appointment; Nature of Relationship
	 	 	88	 
	 
	SECTION 11.02. Powers
	 	 	88	 
	 
	SECTION 11.03. Employment of Agents
	 	 	89	 
	 
	SECTION 11.04. Notices
	 	 	89	 
	 
	SECTION 11.05. Successor Borrower Representative
	 	 	89	 
	 
	SECTION 11.06. Execution of Loan Documents; Borrowing Base Certificate
	 	 	89	 
	 
	SECTION 11.07. Reporting
	 	 	89	 






iv









 




SCHEDULES:




Commitment Schedule

Schedule 3.05 — Properties

Schedule 3.06 — Disclosed Matters

Schedule 3.12 – Material Agreements

Schedule 3.14 — Insurance

Schedule 3.15 – Capitalization and Subsidiaries

Schedule 5.15 – Existing Real Estate Collateral

Schedule 6.01 — Existing Indebtedness

Schedule 6.02 — Existing Liens

Schedule 6.04 — Existing Investments

Schedule 6.10 — Existing Restrictions




EXHIBITS:




Exhibit A — Form of Assignment and Assumption

Exhibit B — Form of Borrowing Base Certificate

Exhibit C — Form of Compliance Certificate

Exhibit D — Form of Joinder Agreement

Exhibit E — Form of Applicable Rate Certificate




 









 





     CREDIT AGREEMENT dated as of November 25, 2009 (as it may be amended or modified from time to
time, this “Agreement”), among ALTRA INDUSTRIAL MOTION, INC., the other Borrowers party hereto, the
other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as
Administrative Agent.



     The parties hereto agree as follows:



ARTICLE I.




Definitions



          SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the
meanings specified below:




          “Account” has the meaning assigned to such term in the Security Agreement.




          “Account Debtor” means any Person obligated on an Account.




          “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest
Period or for any CBFR Borrowing, an interest rate per annum (rounded upwards, if necessary, to the
next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the
Statutory Reserve Rate.




          “Adjusted One Month LIBOR Rate” means, an interest rate per annum equal to the sum of
(i) 2.5% per annum plus (ii) the Adjusted LIBO Rate for a one month Interest Period on such day (or
if such day is not a Business Day, the immediately preceding Business Day); provided that, for the
avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the
Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m.
London time on such day (without any rounding).




          “Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as
administrative agent for the Lenders hereunder.




          “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.




          “Affiliate” means, with respect to a specified Person, another Person that directly,
or indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.




          “Aggregate Credit Exposure” means, at any time, the aggregate Revolving Exposure of
all the Lenders.




          “Applicable Percentage” means, with respect to any Lender, (a) with respect to
Revolving Loans, LC Exposure, Swingline Loans or Overadvances, a percentage equal to a fraction the
numerator of which is such Lender’s Revolving Commitment and the denominator of which is the
aggregate Revolving Commitment of all Revolving Lenders (if the Revolving Commitments have
terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s
share of the aggregate Revolving Exposures at that time); provided that in the case of Section 2.20
when a Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Commitment shall be
disregarded in the calculation and (b) with respect to Protective Advances or with respect to the
Aggregate Credit Exposure, a percentage based upon its share







 









 







of the Aggregate Credit Exposure and the unused Commitments; provided that when a Defaulting Lender
shall exist, the calculation shall be adjusted as provided in Section 2.20.




          “Applicable Rate” means, for any day, with respect to any CBFR Loan or Eurodollar
Revolving Loan, or with respect to the commitment fees payable hereunder, as the case may be, the
applicable rate per annum set forth below under the caption “CBFR Spread”, “Eurodollar Spread” or
“Commitment Fee Rate”, as the case may be, based upon the Borrower’s Average Quarterly Availability
as of the most recent determination date, provided that until the delivery to the
Administrative Agent, pursuant to Section 5.01, of the Borrowing Base Certificate and related
information for the period ending June 30, 2010, the “Applicable Rate” shall be the applicable rate
per annum set forth below in Category 2:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Average Quarterly	 	Revolver	 	Revolver	 	Commitment Fee
	Availability	 	CBFR Spread	 	Eurodollar Spread	 	Rate
	Category 1

3 $30,000,000
	 	 	1.75	%	 	 	2.75	%	 	 	0.250	%
	Category 2 

< $30,000,000 but
3 $15,000,000
	 	 	2.00	%	 	 	3.00	%	 	 	0.375	%
	Category 3

< $15,000,000
	 	 	2.25	%	 	 	3.25	%	 	 	0.500	%






          For purposes of the foregoing, (a) the Applicable Rate shall be determined as of the end of
each fiscal quarter of the Borrowers based upon Borrowing Base Certificates and related information
delivered pursuant to Section 5.01 during such fiscal quarter and (b) each change in the Applicable
Rate resulting from a change in Borrowing Base Certificates and related information shall be
effective during the period commencing on and including the date of delivery to the Administrative
Agent of such Borrowing Base Certificates and related information indicating such change and ending
on the date immediately preceding the effective date of the next such change, provided that
the Average Quarterly Availability shall be deemed to be in Category 3 at the option of the
Administrative Agent or at the request of the Required Lenders if the Borrowers fails to deliver
the Borrowing Base Certificates and related information required to be delivered by it pursuant to
Section 5.01, during the period from the expiration of the time for delivery thereof until such
Borrowing Base Certificates and related information are delivered. The Borrower Representative
shall deliver to the Administrative Agent not later than 20 days after the end of each quarter an
Applicable Rate Certificate setting forth the Average Quarterly Availability for such fiscal
quarter and the corresponding Applicable Rate.




          “Applicable Rate Certificate” means a certificate, signed and certified as accurate by
a Financial Officer of the Borrower Representative, in substantially the form of Exhibit E.




          “Approved Fund” has the meaning assigned to such term in Section 9.04.




          “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section 9.04),
and accepted by the Administrative Agent, in the form of Exhibit A or any other form
approved by the Administrative Agent.




          “Availability” means, at any time, an amount equal to (a) the lesser of (i) the
Revolving Commitment and (ii) the Borrowing Base minus (b) the Revolving Exposure of all
Revolving Lenders.







 - 2 - 









 








          “Availability Period” means the period from and including the Effective Date to but
excluding the Maturity Date.




          “Availability Trigger Period” means any period commencing (a) on the date that
Availability shall have been less than the greater of (i) $15,000,000 and (ii) 30% of the Available
Revolving Commitment, for three consecutive Business Days and ending (b) on the date thereafter on
which Availability shall have exceeded the greater of (i) $15,000,000 and (ii) 30% of the Available
Revolving Commitment, for ninety (90) consecutive days.




          “Available Revolving Commitment” means, at any time, the Revolving Commitment then in
effect minus the Revolving Exposure of all Revolving Lenders at such time.




          “Available Liquidity” means, at any time, the sum, without duplication, of (a) Average
Quarterly Availability for the fiscal quarter most recently ended, plus (b) the average
daily amount during the fiscal quarter most recently ended of unrestricted cash of the Loan Parties
in which the Administrative Agent has first priority Liens, which cash is not subject to the
rights, claims or interests of any Person other than the rights and interests of the Loan Parties,
the first priority Liens of the Administrative Agent and the second priority Liens in favor of the
Senior Secured Notes Collateral Agent, and which cash is on deposit in Deposit Accounts maintained
with the Administrative Agent, plus (c) the average daily market value during the fiscal
quarter most recently ended of unrestricted Permitted Investments of the Loan Parties in which the
Administrative Agent has first priority Liens, which Permitted Investments are not subject to the
rights, claims or interests of any Person other than the rights and interests of the Loan Parties,
the first priority Liens in favor of the Administrative Agent and the second priority Liens in
favor of the Senior Secured Notes Collateral Agent, and which Permitted Investments are held in
Securities Accounts maintained with the Administrative Agent or its Affiliates.




          “Average Quarterly Availability” means, for any fiscal quarter, the average daily
Availability during such fiscal quarter.




          “Banking Services” means each and any of the following bank services provided to any
Loan Party by any Lender or any of its Affiliates in the ordinary course of business: (a) credit
cards for commercial customers (including, without limitation, “commercial credit cards” and
purchasing cards), (b) stored value cards and (c) treasury management services (including, without
limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts
and interstate depository network services).




          “Banking Services Obligations” of the Loan Parties means any and all obligations of
the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising,
evidenced or acquired (including all renewals, extensions and modifications thereof and
substitutions therefor) in connection with Banking Services.




          “Banking Services Reserves” means all Reserves which the Administrative Agent from
time to time establishes in its Permitted Discretion for Banking Services then provided or
outstanding.




          “Board” means the Board of Governors of the Federal Reserve System of the United
States of America.




          “Borrower” or “Borrowers” means, individually or collectively, (i) the
Company, (ii) each of the Subsidiaries of the Company listed as a “Borrower” on the signature pages
to this Agreement and (iii) each of the Domestic Subsidiary of Holdings that becomes a party to
this Agreement as a “Borrower” hereunder after the Effective Date in accordance with the terms of
Section 5.13.




          “Borrower Representative” means the Company, in its capacity as contractual
representative of the Borrowers pursuant to Article XI.







 - 3 - 









 








          “Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued
on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect, (b) a Swingline Loan, and (c) a Protective Advance and (d) an Overadvance.




          “Borrowing Base” means, at any time, the sum of:





     (a) 85% of the Borrowers’ Eligible Accounts at such time; plus




     (b) the lesser of (i) 60% of the Borrowers’ Eligible Inventory, valued at the lower of
cost or market value, determined on a first-in-first-out basis, at such time and (ii) the
product of 85% multiplied by the Net Orderly Liquidation Value percentage for each type of
Eligible Inventory identified in the most recent inventory appraisal received by the
Administrative Agent multiplied by such type of Eligible Inventory, valued at the
lower of cost or market value, determined on a first-in-first-out basis, at such time;
minus




     (c) Reserves;



          provided, that, the aggregate portion of the Borrowing Base comprised of Eligible
Inventory (determined after giving effect to the applicable advance rate) at any time shall not
exceed an amount equal to 60% of the Revolving Commitment at such time. The Administrative Agent
may, in its Permitted Discretion, reduce the advance rates set forth above, adjust Reserves or
reduce one or more of the other elements used in computing the Borrowing Base.




          “Borrowing Base Certificate” means a certificate, signed and certified as accurate and
complete by a Financial Officer of the Borrower Representative, in substantially the form of
Exhibit B or another form which is acceptable to the Administrative Agent in its sole
discretion.




          “Borrowing Request” means a request by the Borrower Representative for a Revolving
Borrowing in accordance with Section 2.02.




          “Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed;
provided that, when used in connection with a Eurodollar Loan, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in
the London interbank market.




          “Capital Expenditures” means, without duplication, any expenditure or commitment to
expend money for any purchase or other acquisition of any asset which would be classified as a
fixed or capital asset on a consolidated balance sheet of Holdings and its Subsidiaries prepared in
accordance with GAAP.




          “Capital Lease Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP.




          “Cash Management Bank” means (a) as of the Effective Date, JPMorgan Chase Bank, N.A.,
in its capacity as the principal depositary bank for the Loan Parties, and (b) at any time after
the Effective Date, any one or more Lenders selected by the Loan Parties, with the prior written
consent of the Administrative Agent, to become the successor principal depository bank for the Loan
Parties; provided, that, unless the Administrative Agent otherwise consents in writing, no
Person shall become the successor “Cash Management Bank” unless and until such Person shall have
entered into a Control Agreement with the Loan Parties and the Administrative Agent in form and
substance reasonably acceptable to the Administrative Agent.







 - 4 - 









 








          “CB Floating Rate” means the Prime Rate; provided that the CB Floating Rate shall
never be less than the Adjusted One Month LIBOR Rate for a one month Interest Period on such day
(or if such day is not a Business Day, the immediately preceding Business Day). Any change in the
CB Floating Rate due to a change in the Prime Rate or the Adjusted One Month LIBOR Rate shall be
effective from and including the effective date of such change in the Prime Rate or the Adjusted
One Month LIBOR Rate, respectively.




          “CBFR”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to
the CB Floating Rate.




          “Change in Control” means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the
date hereof) of Equity Interests representing more than 50% of the aggregate ordinary voting power
represented by the issued and outstanding Equity Interests of Holdings; (b) occupation of a
majority of the seats (other than vacant seats) on the board of directors of Holdings by Persons
who were neither (i) nominated by the board of directors of Holdings nor (ii) appointed by
directors so nominated; (c) Holdings shall cease to own, free and clear of all Liens or other
encumbrances (other than any Lien permitted under Section 6.02(a) or Section 6.02(h)), directly or
indirectly, all of the outstanding voting Equity Interests of the Borrowers on a fully diluted
basis, except as a result of a transaction permitted under Section 6.03, 6.04 or 6.05(b); or (d)
the occurrence of a “Change of Control” as defined in the Senior Secured Notes Indenture.




          “Change in Law” means (a) the adoption of any law, rule or regulation after the date
of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending
office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the date of this Agreement.




          “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are Revolving Loans, Swingline Loans or Protective Advances
or Overadvances.




          “Code” means the Internal Revenue Code of 1986, as amended from time to time.




          “Collateral” means any and all property owned, leased or operated by a Person covered
by the Collateral Documents and any and all other property of any Loan Party, now existing or
hereafter acquired, that may at any time be or become subject to a security interest or Lien in
favor of the Administrative Agent, on behalf of itself and the Lenders, to secure the Secured
Obligations.




          “Collateral Access Agreement” has the meaning assigned to such term in the Security
Agreement.




          “Collateral Documents” means, collectively, the Security Agreement, the Mortgages and
any other documents granting a Lien upon the Collateral as security for payment of the Secured
Obligations.




          “Collection Account” has the meaning assigned to such term in the Security Agreement.




          “Commercial LC Exposure” means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding commercial Letters of Credit at such time plus (b) the aggregate amount
of all LC Disbursements relating to commercial Letters of Credit that have not yet been reimbursed
by or on behalf of the Borrowers at such time. The Commercial LC Exposure of any Revolving Lender
at any time shall be its Applicable Percentage of the total Commercial LC Exposure at such time.







 - 5 - 









 








          “Commitment” means, with respect to each Lender, such Lender’s Revolving Commitment,
together with the commitment of such Lender to acquire participations in Protective Advances
hereunder. The initial amount of each Lender’s Commitment is set forth on the Commitment
Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed
its Commitment, as applicable.




          “Commitment Schedule” means the Schedule attached hereto identified as such.




          “Company” means Altra Industrial Motion, Inc. a Delaware corporation.




          “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.




          “Control Agreement” means an agreement, in form and substance reasonably satisfactory
to the Administrative Agent, among (a) the applicable Loan Party, (b) a banking institution,
securities broker or securities intermediary at which such Loan Party maintains a Deposit Account
or a Securities Account, and (c) the Administrative Agent, providing for the Administrative Agent
to have control over the funds or securities and other financial assets held in such Deposit
Account or Securities Account.




          “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.




          “Defaulting Lender” means any Lender, as determined by the Administrative Agent, that
has (a) failed to fund any portion of its Loans or participations in Letters of Credit or Swingline
Loans within three Business Days of the date required to be funded by it hereunder, (b) notified
any Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender in
writing that it does not intend to comply with any of its funding obligations under this Agreement
or has made a public statement to the effect that it does not intend to comply with its funding
obligations under this Agreement or under other agreements in which it commits to extend credit,
(c) failed, within three Business Days after request by the Administrative Agent, to confirm that
it will comply with the terms of this Agreement relating to its obligations to fund prospective
Loans and participations in then outstanding Letters of Credit and Swingline Loans, (d) otherwise
failed to pay over to the Administrative Agent or any other Lender any other amount required to be
paid by it hereunder within three Business Days of the date when due, unless the subject of a good
faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is
insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee or custodian appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or
appointment or has a parent company that has become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken
any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such
proceeding or appointment.




          “Deposit Account” has the meaning assigned to such term in Article 9 of the UCC.




          “Dilution Factors” shall mean, without duplication, with respect to any period, the
aggregate amount of all deductions, credit memos, returns, adjustments, allowances, bad debt
write-offs and other non-cash credits which are recorded to reduce accounts receivable in a manner
consistent with current and historical accounting practices of the Borrowers.




          “Dilution Ratio” shall mean, at any date, the amount (expressed as a percentage) equal
to (a) the aggregate amount of the applicable Dilution Factors for the twelve (12) most recently
ended fiscal months divided by (b) total gross sales for the twelve (12) most recently
ended fiscal months.







 - 6 - 









 








          “Dilution Reserve” shall mean, at any date, the applicable Dilution Ratio multiplied
by the Eligible Accounts on such date.




          “Disclosed Matters” means the actions, suits and proceedings and the environmental
matters disclosed in Schedule 3.06.




          “Document” has the meaning assigned to such term in the Security Agreement.




          “dollars” or “$” refers to lawful money of the United States of America.




          “Domestic Subsidiary” means any Subsidiary of Holdings organized under the laws of any
jurisdiction within the United States.




          “EBITDA” means, for any period, Net Income for such period plus (a) without
duplication and to the extent deducted in determining Net Income for such period, the sum of (i)
Interest Expense for such period, (ii) income tax expense for such period net of tax refunds, (iii)
all amounts attributable to depreciation and amortization expense for such period, (iv) any
extraordinary non-cash charges for such period and (v) any other non-cash charges for such period
(but excluding any non-cash charge in respect of an item that was included in Net Income in a prior
period and any non-cash charge that relates to the write-down or write-off of inventory), (vi) any
non-recurring fees, cash charges and other cash expenses made or incurred in connection with the
issuance of the Senior Secured Notes that are paid or otherwise accounted for within 90 days of the
issuance of the Senior Secured Notes in an amount not to exceed $6,000,000, minus (b)
without duplication and to the extent included in Net Income, (i) any cash payments made during
such period in respect of non-cash charges described in clause (a)(v) taken in a prior period and
(ii) any extraordinary gains and any non-cash items of income for such period, all calculated for
Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP.




          “Effective Date” means the date on which the conditions specified in Section 4.01 are
satisfied (or waived in accordance with Section 9.02).




          “Eligible Accounts” means, at any time, the Accounts of a Borrower which the
Administrative Agent determines in its Permitted Discretion are eligible as the basis for the
extension of Revolving Loans, Swingline Loans and the issuance of Letters of Credit hereunder.
Without limiting the Administrative Agent’s discretion provided herein, Eligible Accounts shall not
include any Account:





     (a) which is not subject to a first priority perfected security interest in favor of
the Administrative Agent;




     (b) which is subject to any Lien other than (i) a Lien in favor of the Administrative
Agent, (ii) a Permitted Encumbrance and (iii) a Lien permitted under Section 6.02(h) which,
in the case of clauses (ii) and (iii), does not have priority over the Lien in favor of the
Administrative Agent;




     (c) which (i) is unpaid more than 90 days after the date of the original invoice
therefor or more than 60 days after the original due date, or (ii) which has been written
off the books of the Borrower or otherwise designated as uncollectible;




     (d) which is owing by an Account Debtor for which more than 50% of the Accounts owing
from such Account Debtor and its Affiliates are ineligible hereunder;




     (e) which is owing by an Account Debtor to the extent the aggregate amount of Accounts
owing from such Account Debtor and its Affiliates to all Borrowers exceeds 15% of the
aggregate amount of Eligible Accounts of all Borrowers;



 - 7 - 









 






     (f) with respect to which any covenant, representation, or warranty contained in this
Agreement or in the Security Agreement has been breached or is not true;




     (g) which (i) does not arise from the sale of goods or performance of services in the
ordinary course of business, (ii) is not evidenced by an invoice or other documentation
satisfactory to the Administrative Agent which has been sent to the Account Debtor,
(iii) represents a progress billing, (iv) is contingent upon the Borrower’s completion of
any further performance, (v) represents a sale on a bill-and-hold, guaranteed sale,
sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or
return basis or (vi) relates to payments of interest;




     (h) for which the goods giving rise to such Account have not been shipped to the
Account Debtor or for which the services giving rise to such Account have not been performed
by such Borrower or if such Account was invoiced more than once;




     (i) with respect to which any check or other instrument of payment has been returned
uncollected for any reason;




     (j) which is owed by an Account Debtor which has (i) applied for, suffered, or
consented to the appointment of any receiver, custodian, trustee, or liquidator of its
assets, (ii) has had possession of all or a material part of its property taken by any
receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any
request or petition for liquidation, reorganization, arrangement, adjustment of debts,
adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or
federal bankruptcy laws, (iv) has admitted in writing its inability, or is generally unable
to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of its
business;




     (k) which is owed by any Account Debtor which has sold all or a substantially all of
its assets;




     (l) which is owed by an Account Debtor which (i) does not maintain its chief operating
office in the U.S. or Canada or (ii) is not organized under applicable law of the U.S., any
state of the U.S., Canada, or any province of Canada unless, in either case, such Account is
backed by a Letter of Credit acceptable to the Administrative Agent which is in the
possession of, and is directly drawable by, the Administrative Agent (except that Accounts
in an aggregate amount not in excess of $5,000,000 which are owing from Account Debtors
which do not meet either of the requirements set forth in subclauses (i) and (ii) of this
clause (l) shall not be excluded pursuant to this clause (l) so long as such Accounts are
owing from Account Debtors having a corporate credit rating of at least BBB or better by S&P
or Bbb or better by Moody’s);




     (m) which is owed in any currency other than U.S. dollars (except that Accounts owing
in Canadian dollars, euros or sterling in an aggregate amount not in excess of $5,000,000
shall not be excluded from Eligible Accounts pursuant to this clause (m) provided
that on all Borrowing Base Certificates, reports and other documentation required to be
delivered to the Administrative Agent by the Loan Parties hereunder, the aggregate amount of
all Accounts denominated in any currency other than U.S. Dollars shall be converted by the
Borrowers to U.S. dollars at the applicable foreign exchange conversion rates as of the date
of such Borrowing Base Certificate, report or other document);




     (n) which is owed by (i) the government (or any department, agency, public corporation,
or instrumentality thereof) of any country other than the U.S. unless such Account is backed
by a Letter of Credit acceptable to the Administrative Agent which is in the possession of
the Administrative Agent, or (ii) the government of the U.S., or any department, agency,
public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act
of 1940, as



 - 8 - 









 







amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et
seq.), and any other steps necessary to perfect the Lien of the Administrative Agent
in such Account have been complied with to the Administrative Agent’s satisfaction;




     (o) which is owed by any Affiliate, employee, officer, director, agent or stockholder
of any Loan Party;




     (p) which, for any Account Debtor, exceeds a credit limit determined by the
Administrative Agent, to the extent of such excess;




     (q) which is owed by an Account Debtor or any Affiliate of such Account Debtor to which
any Loan Party is indebted, but only to the extent of such indebtedness or is subject to any
security, deposit, progress payment, retainage or other similar advance made by or for the
benefit of an Account Debtor, in each case to the extent thereof;




     (r) which is subject to any counterclaim, deduction, defense, setoff or dispute but
only to the extent of any such counterclaim, deduction, defense, setoff or dispute;




     (s) which is evidenced by any promissory note, chattel paper, or instrument;




     (t) which is owed by an Account Debtor located in any jurisdiction which requires
filing of a “Notice of Business Activities Report” or other similar report in order to
permit such Borrower to seek judicial enforcement in such jurisdiction of payment of such
Account, unless such Borrower has filed such report or qualified to do business in such
jurisdiction;




     (u) with respect to which such Borrower has made any agreement with the Account Debtor
for any reduction thereof, other than discounts and adjustments given in the ordinary course
of business, or any Account which was partially paid and such Borrower created a new
receivable for the unpaid portion of such Account;




     (v) which does not comply in all material respects with the requirements of all
applicable laws and regulations, whether Federal, state or local, including without
limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and
Regulation Z of the Board;




     (w) which is for goods that have been sold under a purchase order or pursuant to the
terms of a contract or other agreement or understanding (written or oral) that indicates or
purports that any Person other than such Borrower has or has had an ownership interest in
such goods, or which indicates any party other than such Borrower as payee or remittance
party;




     (x) which was created on cash on delivery terms; or




     (y) which the Administrative Agent determines may not be paid by reason of the Account
Debtor’s inability to pay or which the Administrative Agent otherwise determines is
unacceptable for any reason whatsoever.



          In the event that an Account which was previously an Eligible Account ceases to be an Eligible
Account hereunder, such Borrower or the Borrower Representative shall notify the Administrative
Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing
Base Certificate. In determining the amount of an Eligible Account, the face amount of an Account
may, in the Administrative Agent’s Permitted Discretion, be reduced by, without duplication, to the
extent not reflected in such face amount, (i) the amount of all accrued and actual discounts,
claims, credits or credits pending, promotional program allowances, price adjustments, finance
charges or other allowances (including any amount that such Borrower may be obligated to rebate to
an Account Debtor pursuant to the terms of any






 - 9 - 









 







agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash
received in respect of such Account but not yet applied by such Borrower to reduce the amount of
such Account.




          “Eligible Inventory” means, at any time, the Inventory of a Borrower which constitutes
finished goods or raw materials (as such types of Inventory are described in the most recent
inventory appraisal received by the Administrative Agent) and which the Administrative Agent
determines in its Permitted Discretion is eligible as the basis for the extension of Revolving
Loans, Swingline Loans and the issuance of Letters of Credit hereunder. Without limiting the
Administrative Agent’s discretion provided herein, Eligible Inventory shall not include any
Inventory:





     (a) which is not subject to a first priority perfected Lien in favor of the
Administrative Agent;




     (b) which is subject to any Lien other than (i) a Lien in favor of the Administrative
Agent, (ii) a Permitted Encumbrance and (iii) a Lien permitted under Section 6.02(h) which,
in the case of clauses (ii) and (iii), does not have priority over the Lien in favor of the
Administrative Agent;




     (c) which is, in the Administrative Agent’s opinion, slow moving, obsolete,
unmerchantable, defective, used, unfit for sale, not salable at prices approximating at
least the cost of such Inventory in the ordinary course of business or unacceptable due to
age, type, category and/or quantity;




     (d) with respect to which any covenant, representation, or warranty contained in this
Agreement or the Security Agreement has been breached or is not true and which does not
conform to all standards imposed by any Governmental Authority;




     (e) in which any Person other than such Borrower shall (i) have any direct or indirect
ownership, interest or title to such Inventory or (ii) be indicated on any purchase order or
invoice with respect to such Inventory as having or purporting to have an interest therein;




     (f) which constitutes work-in-process, packaging and shipping materials, manufacturing
supplies, samples, prototypes, displays or display items, bill-and-hold goods, goods that
are returned or marked for return, repossessed goods, defective or damaged goods, goods held
on consignment, or goods which are not of a type held for sale in the ordinary course of
business;




     (g) which is not located in the U.S. or which is in transit with a common carrier from
vendors and suppliers;




     (h) which is located in any location leased by such Borrower unless (i) the lessor has
delivered to the Administrative Agent a Collateral Access Agreement or (ii) a Reserve for
rent, charges, and other amounts due or to become due with respect to such facility has been
established by the Administrative Agent in its Permitted Discretion;




     (i) which is located in any third party warehouse or is in the possession of a bailee
(other than a third party processor) and is not evidenced by a Document, unless (i) such
warehouseman or bailee has delivered to the Administrative Agent a Collateral Access
Agreement and such other documentation as the Administrative Agent may require or (ii) an
appropriate Reserve has been established by the Administrative Agent in its Permitted
Discretion;




     (j) which is being processed offsite at a third party location or outside processor, or
is in-transit to or from said third party location or outside processor;




     (k) which is a discontinued product or component thereof;



 - 10 - 









 






     (l) which is the subject of a consignment by such Borrower as consignor;




     (m) which contains or bears any intellectual property rights licensed to such Borrower
unless the Administrative Agent is satisfied that it may sell or otherwise dispose of such
Inventory without (i) infringing the rights of such licensor, (ii) violating any contract
with such licensor, or (iii) incurring any liability with respect to payment of royalties
other than royalties incurred pursuant to sale of such Inventory under the current licensing
agreement;




     (n) which is not reflected in a current perpetual inventory report of such Borrower;




     (o) for which reclamation rights have been asserted by the seller; or




     (p) which the Administrative Agent otherwise determines is unacceptable for any reason
whatsoever.



          In the event that Inventory which was previously Eligible Inventory ceases to be Eligible
Inventory hereunder, such Borrower or the Borrower Representative shall notify the Administrative
Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing
Base Certificate.




          “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into
by any Governmental Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the management, release or threatened release of any Hazardous Material or to
health and safety matters.




          “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any
Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.




          “Equity Interests “ means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity ownership
interests in a Person, and any warrants, options or other rights entitling the holder thereof to
purchase or acquire any such equity interest.




          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.




          “ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with a Borrower, is treated as a single employer under Section 414(b) or (c) of the Code
or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.




          “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day
notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding
deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived;
(c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application
for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any
Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to
the termination of any Plan; (e) the receipt by any Borrower or any ERISA Affiliate from the PBGC
or a plan administrator of any notice relating to an






 - 11 - 









 







intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by any Borrower or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any
Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any
Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or
a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.




          “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate.




          “Event of Default” has the meaning assigned to such term in Article VII.




          “Excluded Account” means collectively, (a) any Deposit Account of any Loan Party which
is used exclusively for the payment of payroll, payroll taxes, employee benefits or escrow
deposits, and (b) any other Deposit Account of any Loan Party in which the aggregate amount of
available funds on deposit does not exceed $250,000 for any period of two consecutive Business
Days; provided, that the aggregate amount of available funds on deposit in all Deposit
Accounts under this clause (b) does not at any time exceed $1,000,000.




          “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the
Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of
any Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by
the United States of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction in which any Borrower is located and
(c) in the case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower
under Section 2.19(b)), any withholding tax that is imposed on amounts payable to such Foreign
Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new
lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.17(f),
except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time
of designation of a new lending office (or assignment), to receive additional amounts from the
Borrowers with respect to such withholding tax pursuant to Section 2.17(a).




          “Existing Senior Secured Notes” means the 9.00% Senior Secured Notes of the Borrower
due 2011, issued pursuant to that certain Indenture dated as of November 30, 2004 among the
Borrower, the guarantors party thereto and The Bank of New York Trust Company as trustee and
collateral agent, as amended, supplemented or otherwise modified prior to the Effective Date.




          “Federal Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.




          “Financial Officer” means the chief financial officer, principal accounting officer,
treasurer or controller of a Borrower.




          “Fixed Charges” means, with reference to any period, without duplication, cash
Interest Expense, plus prepayments and scheduled principal payments on Indebtedness made
during such period, plus expense for taxes paid in cash, plus dividends or
distributions paid in cash, plus Capital Lease Obligation






 - 12 - 









 







payments, plus cash contributions to any Plan, all calculated for Holdings and its
Subsidiaries on a consolidated basis.




          “Fixed Charge Coverage Ratio” means, for any period, the ratio of (a) EBITDA
minus the unfinanced portion of Capital Expenditures to (b) Fixed Charges, all calculated
for Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP.




          “Fixed Charge Coverage Restoration Period” means, with respect to any Fixed Charge
Coverage Trigger Event, any period of ninety (90) consecutive days following the occurrence of such
Fixed Charge Coverage Trigger Event during which Availability shall have exceeded the greater of
(i) $12,500,000 or (ii) 25% of the Available Revolving Commitment.




          “Fixed Charge Coverage Trigger Event” any date on which Availability shall have been
less than the greater of (i) $12,500,000 or (ii) 25% of the Available Revolving Commitment, for
three consecutive Business Days.




          “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than that in which the Borrowers are located. For purposes of this definition, the United
States of America, each State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.




          “Foreign Subsidiary” means any Subsidiary of Holdings that is not a Domestic
Subsidiary.




          “Funding Accounts” has the meaning assigned to such term in Section 4.01(h).




          “Full Cash Dominion” has the meaning assigned to such term in Section 5.12(d).




          “GAAP” means (i) generally accepted accounting principles in the United States of
America set forth in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, or (ii) International Financial
Reporting Standards (“IFRS”) in the event the United States Securities and Exchange
Commission mandates U.S. public companies to transition to IFRS prior to the Maturity Date, in each
case which are in effect from time to time.




          “Governmental Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.




          “Guarantee” of or by any Person (the “guarantor”) means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness or obligation;
provided, that the term Guarantee shall not include endorsements for collection or deposit
in the ordinary course of business.




          “Guaranteed Obligations” has the meaning assigned to such term in Section 10.01.







 - 13 - 









 








          “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.




          “Historical Financial Statements” has the meaning assigned to such term in Section
3.04(a).




          “Holdings” means Altra Holdings, Inc., a Delaware corporation.




          “Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of
such Person upon which interest charges are customarily paid, (d) all obligations of such Person
under conditional sale or other title retention agreements relating to property acquired by such
Person, (e) all obligations of such Person in respect of the deferred purchase price of property or
services (excluding current accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by
such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all
obligations, contingent or otherwise, of such Person as an account party in respect of letters of
credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in
respect of bankers’ acceptances, (k) obligations under any liquidated earn-out and (l) any other
Off-Balance Sheet Liability. The Indebtedness of any Person shall include the Indebtedness of any
other entity (including any partnership in which such Person is a general partner) to the extent
such Person is liable therefor as a result of such Person’s ownership interest in or other
relationship with such entity, except to the extent the terms of such Indebtedness provide that
such Person is not liable therefor.




          “Indemnified Taxes” means Taxes other than Excluded Taxes.




          “Intercreditor Agreement” means the Intercreditor and Lien Subordination Agreement
dated as of the Effective Date among the Administrative Agent, the Senior Secured Notes Collateral
Agent and the Loan Parties.




          “Interest Election Request” means a request by the Borrower Representative to convert
or continue a Revolving Borrowing in accordance with Section 2.07.




          “Interest Expense” means, with reference to any period, total interest expense
(including that attributable to Capital Lease Obligations) of Holdings and its Subsidiaries for
such period with respect to all outstanding Indebtedness of Holdings and its Subsidiaries
(including all commissions, discounts and other fees and charges owed with respect to letters of
credit and bankers’ acceptance financing and net costs under Swap Agreements in respect of interest
rates to the extent such net costs are allocable to such period in accordance with GAAP),
calculated on a consolidated basis for Holdings and its Subsidiaries for such period in accordance
with GAAP.




          “Interest Payment Date” means (a) with respect to any CBFR Loan (other than a
Swingline Loan), the first day of each calendar month and the Maturity Date, and (b) with respect
to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which
such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than
three months’ duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months’ duration after the first day of such Interest Period and the Maturity
Date.




          “Interest Period” means with respect to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is






 - 14 - 









 







one, two, three or six months thereafter, as the Borrower Representative may elect;
provided, that (i) if any Interest Period would end on a day other than a Business Day,
such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a
Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month,
in which case such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the
date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be
the effective date of the most recent conversion or continuation of such Borrowing.




          “Inventory” has the meaning assigned to such term in the Security Agreement.




          “Issuing Bank” means JPMorgan Chase Bank, N.A., in its capacity as the issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i).
The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by
Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such
Affiliate with respect to Letters of Credit issued by such Affiliate.




          “Joinder Agreement” has the meaning assigned to such term in Section 5.11.




          “LC Collateral Account” has the meaning assigned to such term in Section 2.06(j).




          “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of
Credit.




          “LC Exposure” means, at any time, the sum of the Commercial LC Exposure and the
Standby LC Exposure. The LC Exposure of any Revolving Lender at any time shall be its Applicable
Percentage of the total LC Exposure at such time.




          “LC Sublimit” means an amount equal to $25,000,000.




          “Lenders” means the Persons listed on the Commitment Schedule and any other
Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than
any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless
the context otherwise requires, the term “Lenders” includes the Swingline Lender.




          “Letter of Credit” means any letter of credit issued pursuant to this Agreement.




          “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period,
the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such
Service, or any successor to or substitute for such Service, providing rate quotations comparable
to those currently provided on such page of such Service, as determined by the Administrative Agent
from time to time for purposes of providing quotations of interest rates applicable to dollar
deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not available at such
time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for
such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity
comparable to such Interest Period are offered by the principal London office of the Administrative
Agent in immediately available funds in the London interbank market at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest Period.




     “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or



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a lessor under any conditional sale agreement, capital lease or title retention agreement (or
any financing lease having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or similar right of a
third party with respect to such securities; in each case, irrespective of whether (i) such lien,
pledge, hypothecation, encumbrance, charge, security interest, other interest, option, call or
other right is based on common law, applicable statutes, or contract, (ii) such lien, pledge,
hypothecation, encumbrance, charge, security interest, other interest, option, call or other right
is recorded or perfected, and (iii) such lien, pledge, hypothecation, encumbrance, charge, security
interest, other interest, option, call or other right is contingent upon the occurrence of some
future event or events or the existence of some future circumstance or circumstances.




          “Loan Documents” means this Agreement, any promissory notes issued pursuant to the
Agreement, any Letter of Credit applications, the Collateral Documents, the Intercreditor Agreement
and all other agreements, instruments, documents and certificates identified in Section 4.01
executed and delivered to, or in favor of, the Administrative Agent or any Lenders and including
all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit
agreements and all other written matter whether heretofore, now or hereafter executed by or on
behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative
Agent or any Lender in connection with the Agreement or the transactions contemplated thereby. Any
reference in the Agreement or any other Loan Document to a Loan Document shall include all
appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other
modifications thereto, and shall refer to the Agreement or such Loan Document as the same may be in
effect at any and all times such reference becomes operative.




          “Loan Guarantor” means each Loan Party.




          “Loan Guaranty” means Article X of this Agreement.




          “Loan Parties” means Holdings, the Domestic Subsidiaries of Holdings (including the
Borrowers) and any other Person who becomes a party to this Agreement pursuant to a Joinder
Agreement and their successors and assigns.




          “Loans” means the loans and advances made by the Lenders pursuant to this Agreement,
including Swingline Loans, Overadvances and Protective Advances.




          “Material Adverse Effect” means a material adverse effect on (a) the business, assets,
operations, prospects or condition, financial or otherwise, of Holdings and its Subsidiaries taken
as a whole, (b) the ability of the Loan Parties, taken as a whole to perform any of their
obligations under the Loan Documents, (c) the Collateral (taken as a whole), or the Administrative
Agent’s Liens (on behalf of itself and the Lenders) on the Collateral (taken as a whole) or the
priority of such Liens, or (d) the rights of or benefits available to the Administrative Agent, the
Issuing Bank or the Lenders under the Loan Documents (taken as a whole).




          “Material Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Loan
Parties in an aggregate principal amount exceeding $10,000,000, it being understood that the Senior
Secured Notes shall at all times constitute “Material Indebtedness” unless and until (a) the Senior
Secured Notes shall have been fully defeased or (b) the aggregate outstanding principal amount of
the Senior Secured Notes does not exceed $10,000,000. For purposes of determining Material
Indebtedness, the “obligations” of any Loan Party in respect of any Swap Agreement at any time
shall be the maximum aggregate amount (giving effect to any netting agreements) that such Loan
Party would be required to pay if such Swap Agreement were terminated at such time.




          “Maturity Date” means November 25, 2012 or any earlier date on which the Commitments
are reduced to zero or otherwise terminated pursuant to the terms hereof.







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          “Maximum Liability” has the meaning assigned to such term in Section 10.10.




          “Moody’s” means Moody’s Investors Service, Inc.




          “Mortgages” means any mortgage, deed of trust or other agreement which conveys or
evidences a Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent
and the Lenders, on real property of a Loan Party, including any amendment, modification or
supplement thereto.




          “Mortgaged Property” has the meaning assigned to such term in Section 5.15.




          “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.




          “Net Income” means, for any period, the consolidated net income (or loss) of Holdings
and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided
that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it
becomes a Subsidiary or is merged into or consolidated with Holdings or any of its Subsidiaries,
(b) the income (or deficit) of any Person (other than a Subsidiary) in which Holdings or any of its
Subsidiaries has an ownership interest, except to the extent that any such income is actually
received by Holdings or such Subsidiary in the form of dividends or similar distributions and (c)
the undistributed earnings of any Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of
any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to
such Subsidiary.




          “Net Orderly Liquidation Value” means, with respect to each type of Inventory of any
Person, the orderly liquidation value thereof as determined in a manner acceptable to the
Administrative Agent by an appraiser acceptable to the Administrative Agent, net of all costs of
liquidation thereof.




          “Net Proceeds” means, with respect to any event, (a) the cash proceeds received in
respect of such event including (i) any cash received in respect of any non-cash proceeds
(including any cash payments received by way of deferred payment of principal pursuant to a note or
installment receivable or purchase price adjustment receivable or otherwise, but excluding any
interest payments), but only as and when received, (ii) in the case of a casualty, insurance
proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar
payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third
parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer
or other disposition of an asset (including pursuant to a sale and leaseback transaction or a
casualty or a condemnation or similar proceeding), the amount of all payments required to be made
as a result of such event to repay Indebtedness (other than Loans) secured by such asset or
otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all
taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to
fund contingent liabilities reasonably estimated to be payable, in each case during the year that
such event occurred or the next succeeding year and that are directly attributable to such event
(as determined reasonably and in good faith by a Financial Officer).




          “Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(d).




          “Non-Paying Guarantor” has the meaning assigned to such term in Section 10.11.




          “Obligated Party” has the meaning assigned to such term in Section 10.02.




          “Obligations” means all unpaid principal of and accrued and unpaid interest on the
Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities
and other obligations of the Loan Parties to the Lenders or to any Lender, the Administrative
Agent, the Issuing Bank or any indemnified party arising under the Loan Documents.







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          “Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or
liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any
indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered
into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any
other transaction which is the functional equivalent of or takes the place of borrowing but which
does not constitute a liability on the balance sheets of such Person (other than operating leases).




          “Other Taxes” means any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made hereunder
or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.




          “Overadvance” has the meaning assigned to such term in Section 2.05(b).




          “Participant” has the meaning set forth in Section 9.04.




          “Paying Guarantor” has the meaning assigned to such term in Section 10.11.




          “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions.




          “Permitted Acquisition” means (a) any acquisition (whether by purchase, merger,
consolidation or otherwise but excluding in any event a Hostile Acquisition) or series of related
acquisitions by any Loan Party of (x) all or substantially all or any significant portion of the
assets of a Person or division or line of business or a business unit of a Person, or (y) all or
substantially all of the Equity Interests of a Person, and (b) any investment in a joint venture
which, in each case, meets each of the following criteria:




          (i) at the time of and after giving effect to such acquisition or joint venture investment, no
Default has occurred and is continuing;




          (ii) the Person being acquired or whose assets, division, line of business or business unit is
being acquired, or in the case of any joint venture investment, the Person in which such joint
venture investment is being made, is, in each case, engaged in a line of business in which the Loan
Parties are engaged as of, or immediately prior to, the Effective Date, or any similar or related
or complementary business, or that is a reasonable extension or expansion thereof, or any business
which provides a service and/or supplies products in connection with a line of business in which
the Loan Parties are engaged as of, or immediately prior to, the Effective Date;




          (iii) as soon as available, but not less than ten (10) Business Days prior to the closing of
such acquisition or joint venture investment, the Loan Parties shall submit to the Administrative
Agent (A) notice of such acquisition or joint venture investment, (B) copies of all business and
financial information reasonably requested by the Administrative Agent, (C) pro forma financial
statements which demonstrate, on a pro forma basis (1) Available Liquidity during the period of two
consecutive fiscal quarters most recently ended prior to the consummation of such acquisition or
joint venture investment, determined as if all consideration for such acquisition or joint venture
investment had been paid on the first day of such period, of not less than $35,000,000 and (2) a
Fixed Charge Coverage Ratio (determined without giving effect to any prepayments of Indebtedness
made prior to the Effective Date) for the period of twelve consecutive months most recently ended
of not less than 1.10 to 1.00; and (D) a certificate of a Financial Officer certifying that such
pro forma financial statements present fairly in all material respects the financial condition of
Holdings and its Subsidiaries on a consolidated basis as of the date thereof after giving effect to
such acquisition or joint venture investment and setting forth reasonably detailed calculations
demonstrating compliance with the minimum Available Liquidity and minimum Fixed Charge Coverage
Ratio requirements set forth in clause (C) above, and which shall include a representation and
warranty as to compliance with each of the other criteria for a “Permitted Acquisition”;







 - 18 - 









 








          (iv) if the Accounts or Inventory acquired in connection with such acquisition are proposed to
be included in the determination of any Borrowing Base and the Administrative Agent elects to do so
in its Permitted Discretion, the Administrative Agent shall have conducted an audit and field
examination and appraisal of such Accounts and Inventory to its satisfaction;




          (v) in connection with an acquisition of the Equity Interests of any Person, all Liens on the
Inventory and Accounts of such Person, and on the Equity Interests of such Person, shall be
terminated, and in connection with an acquisition of the assets of any Person, all Liens on the
Inventory and Accounts of such Person shall be terminated;




          (vi) if such acquisition is structured as a merger involving a Loan Party and a Person that is
not a Loan Party, such Loan Party will be the surviving corporation;




          (vii) no Loan Party shall, as a result of or in connection with any such acquisition or joint
venture investment, assume or incur any direct or contingent liabilities (whether relating to
environmental, tax, litigation, or other matters) that would be reasonably likely to have a
Material Adverse Effect; and




          (viii) if, as a result of any such acquisition or joint venture investment, a new Subsidiary
is formed or acquired, the Loan Parties shall comply with all applicable provisions of Section 5.13
(provided that the Loan Parties shall not be obligated to cause any entity in which any
Loan Party holds a joint venture interest to comply with the provisions of Section 5.13 if the Loan
Parties do not hold more than 50% of the Equity Interests in such joint venture.)




          Solely for the purposes of determining whether the Loan Parties have satisfied the minimum Fixed
Charge Coverage Ratio requirement set forth in clause (iii)(C)(2) above in connection with any
proposed acquisition or joint venture investment, EBITDA and Fixed Charges shall be calculated
after giving pro forma effect to such acquisition or joint venture investment (taking into account
(A) in the case of any such acquisition, such adjustments with respect to cost savings as are
consistent with the standards set forth in Rule 11-02(b)(6) of Regulation S-X, and (B) in the case
of any such acquisition or any such joint venture investment, all transactions that are directly
related to such acquisition or such joint venture investments and are entered into in connection
and substantially contemporaneously therewith) as if such acquisition or joint venture investment
occurred on the first day of the period of twelve consecutive fiscal months most recently ended
prior to the closing of such acquisition or joint venture investment. Solely for the purposes of
determining whether the Loan Parties have satisfied the minimum Available Liquidity requirement set
forth in clause (iii)(C)(1) above in connection with any proposed acquisition or joint venture
investment, the computation of Available Liquidity shall include the aggregate amount of cash
proceeds received in connection with (A) any issuance of Equity Interests by Holdings, or (B) any
issuance of additional Senior Secured Notes, in each case which proceeds are utilized to fund any
portion of the consideration for such acquisition or joint venture investment, as if such proceeds
had been received on the first day of the period of two consecutive fiscal quarters most recently
ended prior to the closing of such acquisition or joint venture investment.




          “Permitted Discretion” means a determination made in good faith and in the exercise of
reasonable (from the perspective of a secured asset-based lender) business judgment.




          “Permitted Encumbrances” means:





     (a) Liens imposed by law for taxes that are not yet due or are being contested in
compliance with Section 5.04;




     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like
Liens imposed by law, arising in the ordinary course of business and securing obligations
that are not overdue by more than 30 days or are being contested in compliance with Section
5.04;



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     (c) pledges and deposits made in the ordinary course of business in compliance with
workers’ compensation, unemployment insurance and other social security laws or regulations;




     (d) deposits to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of a like
nature, in each case in the ordinary course of business;




     (e) judgment liens in respect of judgments that do not constitute an Event of Default
under clause (k) of Article VII; and




     (f) easements, zoning restrictions, rights-of-way and similar encumbrances on real
property imposed by law or arising in the ordinary course of business that do not secure any
monetary obligations and do not materially detract from the value of the affected property
or interfere with the ordinary conduct of business of any Borrower or any Subsidiary;


provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.




          “Permitted Investments” means:





     (a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency thereof to the
extent such obligations are backed by the full faith and credit of the United States of
America), in each case maturing within one year from the date of acquisition thereof;




     (b) investments in commercial paper maturing within 270 days from the date of
acquisition thereof and having, at such date of acquisition, the highest credit rating
obtainable from S&P or from Moody’s;




     (c) investments in certificates of deposit, banker’s acceptances and time deposits
maturing within 180 days from the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or offered by, any domestic office of
any commercial bank organized under the laws of the United States of America or any State
thereof which has a combined capital and surplus and undivided profits of not less than
$500,000,000;




     (d) fully collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (a) above and entered into with a financial institution
satisfying the criteria described in clause (c) above; and




     (e) money market funds that (i) comply with the criteria set forth in Securities and
Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA
by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.



          “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.




          “Plan” means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,
and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.







 - 20 - 









 








          “Prepayment Event” means:





     (a) any sale, transfer or other disposition (including pursuant to a sale and leaseback
transaction) of any property or asset of any Loan Party, other than dispositions described
in Sections 6.05(a) or (b); or




     (b) any casualty or other insured damage to, or any taking under power of eminent
domain or by condemnation or similar proceeding of, any property or asset of any Loan Party
with a fair value immediately prior to such event equal to or greater than $5,000,000; or




     (c) the issuance by Holdings of any Equity Interests for cash consideration, or the
receipt by Holdings of any cash capital contribution (provided that the issuance by Holdings
of Equity Interests as consideration for a Permitted Acquisition shall not give rise to a
Prepayment Event); or




     (d) the incurrence by any Loan Party of any Indebtedness, other than Indebtedness
permitted under Section 6.01 or permitted by the Required Lenders pursuant to Section 9.02.



          “Prime Rate” means the rate of interest per annum publicly announced from time to time
by JPMorgan Chase Bank, N.A. as its prime rate at its offices at 270 Park Avenue in New York City;
each change in the Prime Rate shall be effective from and including the date such change is
publicly announced as being effective.




          “Projections” has the meaning assigned to such term in Section 5.01(f).




          “Protective Advance” has the meaning assigned to such term in Section 2.04.




          “Register” has the meaning set forth in Section 9.04.




          “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.




          “Report” means reports prepared by the Administrative Agent or another Person showing
the results of appraisals, field examinations or audits pertaining to the Borrowers’ assets from
information furnished by or on behalf of the Borrowers, after the Administrative Agent has
exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to
the Lenders by the Administrative Agent.




          “Required Lenders” means, at any time, Lenders having Revolving Exposure and unused
Commitments representing at least 51% of the sum of the total Revolving Exposure and unused
Commitments at such time; provided that, as long as there are only two Lenders, Required
Lenders shall mean both Lenders.




          “Requirement of Law” means, as to any Person, the Certificate of Incorporation and
By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or
regulation or determination of an arbitrator or a court or other Governmental Authority, in each
case applicable to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.




          “Reserves” means any and all reserves which the Administrative Agent deems necessary,
in its Permitted Discretion, to maintain (including, without limitation, reserves for accrued and
unpaid interest on the Secured Obligations, Banking Services Reserves, Dilution Reserves, reserves
for rent at locations leased by any Loan Party and for consignee’s, warehousemen’s and bailee’s
charges, reserves for Inventory shrinkage, reserves for Swap Obligations, reserves for contingent
liabilities of any Loan Party, reserves for






 - 21 - 









 







uninsured losses of any Loan Party, reserves for uninsured, underinsured, un-indemnified or
under-indemnified liabilities or potential liabilities with respect to any litigation and reserves
for taxes, fees, assessments, and other governmental charges) with respect to the Collateral or any
Loan Party.




          “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests in Holdings or any Subsidiary,
or any payment (whether in cash, securities or other property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such Equity Interests in Holdings or any Subsidiary or any option, warrant or
other right to acquire any such Equity Interests in Holdings or any Subsidiary.




          “Revolving Commitment” means, with respect to each Lender, the commitment, if any, of
such Lender to make Revolving Loans and to acquire participations in Letters of Credit,
Overadvances and Swingline Loans hereunder, expressed as an amount representing the maximum
possible aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be
reduced or increased from time to time pursuant to (a) Section 2.09 and (b) assignments by or to
such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment is
set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which
such Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate
amount of the Lenders’ Revolving Commitments is $50,000,000.




          “Revolving Exposure” means, with respect to any Lender at any time, the sum of (a) the
outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure at such time, (b)
an amount equal to its Applicable Percentage of the aggregate principal amount of Swingline Loans
at such time, plus (c) an amount equal to its Applicable Percentage of the aggregate
principal amount of Overadvances and Protective Advances outstanding at such time.




          “Revolving Lender” means, as of any date of determination, a Lender with a Revolving
Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving
Exposure.




          “Revolving Loan” means a Loan made pursuant to Section 2.01(a).




          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill
Companies, Inc.




          “Secured Obligations” means all Obligations, together with all (i) Banking Services
Obligations and (ii) Swap Obligations owing to one or more Lenders or their respective Affiliates;
provided that at or prior to the time that any transaction relating to such Swap Obligation
is executed, the Lender party thereto (other than JPMorgan Chase Bank, N.A.) shall have delivered
written notice to the Administrative Agent that such a transaction has been entered into and that
it constitutes a Secured Obligation entitled to the benefits of the Collateral Documents.




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




          “Security Agreement” means that certain Pledge and Security Agreement, dated as of the
date hereof, between the Loan Parties and the Administrative Agent, for the benefit of the
Administrative Agent and the Lenders, and any other pledge or security agreement entered into,
after the date of this Agreement by any other Loan Party (as required by this Agreement or any
other Loan Document), or any other Person, as the same may be amended, restated or otherwise
modified from time to time.




          “Senior Secured Notes” means the Senior Secured Notes due 2016 issued by Holdings
pursuant to the Senior Secured Notes Indenture, as amended, modified, waived or supplemented from
time to time in accordance with the terms of the Intercreditor Agreement.







 - 22 - 









 








          “Senior Secured Notes Collateral Agent” means The Bank of New York Mellon Trust
Company, N.A. (together with its successors and assigns), in its capacity as the collateral agent
for the holders of Senior Secured Notes.




          “Senior Secured Notes Documents” means, collectively, the Senior Secured Notes, the
Senior Secured Notes Indenture and all other documents, instruments and agreements executed in
connection therewith, each as amended, modified, waived or supplemented from time to time in
accordance with the terms of the Intercreditor Agreement.




          “Senior Secured Notes Indenture” means that certain Indenture dated as of the
Effective Date among Holdings, the Guarantors party thereto, the Senior Secured Notes Trustee and
the Senior Secured Notes Collateral Agent, including any supplemental indenture executed or
delivered in connection therewith, as the same may be amended, modified, waived or supplemented
from time to time in accordance with the terms of the Intercreditor Agreement.




          “Senior Secured Notes Trustee” means The Bank of New York Mellon Trust Company, N.A.
(together with its successors and assigns), in its capacity as trustee under the Senior Secured
Notes Indenture.




          “Settlement” has the meaning assigned to such term in Section 2.05(d).




          “Settlement Date” has the meaning assigned to such term in Section 2.05(d).




          “Standby LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount
of all outstanding standby Letters of Credit at such time plus (b) the aggregate amount of all LC
Disbursements relating to standby Letters of Credit that have not yet been reimbursed by or on
behalf of the Borrowers at such time. The Standby LC Exposure of any Revolving Lender at any time
shall be its Applicable Percentage of the total Standby LC Exposure at such time.




          “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board to which the Administrative Agent is subject with
respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed
pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding
and to be subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender under such Regulation D
or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.




          “Subordinated Indebtedness” of a Person means any Indebtedness of such Person the
payment of which is subordinated to payment of the Secured Obligations to the written satisfaction
of the Administrative Agent.




          “subsidiary” means, with respect to any Person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other entity the accounts of
which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership, association or other entity
of which securities or other ownership interests representing more than 50% of the equity or more
than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held.







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          “Subsidiary” means any direct or indirect subsidiary of Holdings or a Loan Party, as
applicable.




          “Swap Agreement” means any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement involving, or settled by reference to, one or
more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any
similar transaction or any combination of these transactions; provided that no phantom
stock or similar plan providing for payments only on account of services provided by current or
former directors, officers, employees or consultants of the Borrowers or the Subsidiaries shall be
a Swap Agreement.




          “Swap Obligations” of a Person means any and all obligations of such Person, whether
absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions therefor), under
(a) any and all Swap Agreements, and (b) any and all cancellations, buy backs, reversals,
terminations or assignments of any Swap Agreement transaction.




          “Swingline Exposure” means, at any time, the sum of the aggregate undrawn amount of
all outstanding Swingline Loans at such time. The Swingline Exposure of any Revolving Lender at
any time shall be its Applicable Percentage of the total Swingline Exposure at such time.




          “Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as lender of
Swingline Loans hereunder.




          “Swingline Loan” has the meaning assigned to such term in Section 2.05(a).




          “Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.




          “Transactions” means the execution, delivery and performance by the Borrowers of this
Agreement, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and
the issuance of Letters of Credit hereunder.




          “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate or the CB Floating Rate.




          “UCC” means the Uniform Commercial Code as in effect from time to time in the State of
New York or any other state the laws of which are required to be applied in connection with the
issue of perfection of security interests.




          “Unliquidated Obligations” means, at any time, any Secured Obligations (or portion
thereof) that are contingent in nature or unliquidated at such time, including any Secured
Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter
of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in
nature at such time; or (iii) an obligation to provide collateral to secure any of the foregoing
types of obligations.




          “Variable Rate Demand Revenue Bonds” means the Loan Parties’ variable rate demand
revenue bonds issued under the authority of the industrial development corporations of the city of
San Marcos, Texas and the City of Chattanooga, Tennessee in an aggregate principal amount as of
September 26, 2009 equal to $5,300,000.







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          “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.




          SECTION 1.02. Classification of Loans and Borrowings. For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or
by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar
Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a
“Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type
(e.g., a “Eurodollar Revolving Borrowing”).




          SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.




          SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; provided that, if the Borrower Representative notifies the
Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate
the effect of any change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the Borrower
Representative that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such change in GAAP or in
the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect
and applied immediately before such change shall have become effective until such notice shall
have been withdrawn or such provision amended in accordance herewith.




ARTICLE II.




The Credits



          SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein,
each Lender agrees to make (a) Revolving Loans to the Borrowers from time to time during the
Availability Period in an aggregate principal amount that will not result in (i) such Lender’s
Revolving Exposure exceeding such Lender’s Revolving Commitment or (ii) the total Revolving
Exposures exceeding the lesser of (x) the sum of the total Revolving Commitments or (y) the
Borrowing Base, subject to the Administrative Agent’s authority, in its sole discretion, to make
Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05.
Notwithstanding any provision to the contrary set forth in this Agreement, the Aggregate Credit
Exposure shall not exceed $30,000,000 at any time until such time as the Administrative Agent shall
have notified the Borrower Representative in writing that the Administrative Agent has received (a)
final appraisals of the Borrowers’ Inventory from appraisers reasonably satisfactory to the
Administrative Agent and (b) a final field examination report with respect to the Borrowers’ books,
records, Accounts, Inventory and other Collateral, in each case, satisfactory to the Administrative
Agent.






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Within the foregoing limits and subject to the terms and conditions set forth herein, the
Borrowers may borrow, prepay and reborrow Revolving Loans.




          SECTION 2.02. Loans and Borrowings.





     (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing
consisting of Loans of the same Class and Type made by the Lenders ratably in accordance
with their respective Commitments of the applicable Class. Any Protective Advance, any
Overadvance and any Swingline Loan shall be made in accordance with the procedures set forth
in Section 2.04 and 2.05.




     (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of
CBFR Loans or Eurodollar Loans as the Borrower Representative may request in accordance
herewith, provided that all Borrowings made on the Effective Date must be made as
CBFR Borrowings but may be converted into Eurodollar Borrowings in accordance with Section
2.08. Each Swingline Loan shall be a CBFR Loan. Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to
make such Loan; provided that any exercise of such option shall not affect the
obligation of the Borrowers to repay such Loan in accordance with the terms of this
Agreement.




     (c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing,
such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000
and not less than $1,000,000. CBFR Revolving Borrowings may be in any amount. Borrowings of
more than one Type and Class may be outstanding at the same time; provided that
there shall not at any time be more than a total of five (5) Eurodollar Borrowings
outstanding.




     (d) Notwithstanding any other provision of this Agreement, the Borrower Representative
shall not be entitled to request, or to elect to convert or continue, any Borrowing if the
Interest Period requested with respect thereto would end after the Maturity Date.



          SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing,
the Borrower Representative shall notify the Administrative Agent of such request either in writing
(delivered by hand or facsimile) in a form approved by the Administrative Agent and signed by the
Borrower Representative or by telephone (a) in the case of a Eurodollar Borrowing, not later than
10:00 a.m., Chicago time, three Business Days before the date of the proposed Borrowing or (b) in
the case of a CBFR Borrowing, not later than noon, Chicago time, on the date of the proposed
Borrowing; provided that any such notice of a CBFR Revolving Borrowing to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than
9:00 a.m., Chicago time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the
Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent
and signed by the Borrower Representative. Each such telephonic and written Borrowing Request
shall specify the following information in compliance with Section 2.01:





     (i) the name of the applicable Borrower;




     (ii) the aggregate amount of the requested Borrowing and a breakdown of the
separate wires comprising such Borrowing;




     (iii) the date of such Borrowing, which shall be a Business Day;




     (iv) whether such Borrowing is to be a CBFR Borrowing or a Eurodollar Borrowing;
and



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     (v) in the case of a Eurodollar Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of the
term “Interest Period.”


If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving
Borrowing shall be a CBFR Borrowing. If no Interest Period is specified with respect to any
requested Eurodollar Revolving Borrowing, then the applicable Borrower(s) shall be deemed to have
selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing
Request in accordance with this Section, the Administrative Agent shall advise each Lender of the
details thereof and of the amount of such Lender’s Loan to be made as part of the requested
Borrowing.




          SECTION 2.04. Protective Advances.





     (a) Subject to the limitations set forth below, the Administrative Agent is authorized
by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole
discretion (but shall have absolutely no obligation to), to make Loans to the Borrowers, on
behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems
necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof,
(ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and
other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by
the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable
expenses (including costs, fees, and expenses as described in Section 9.03) and other sums
payable under the Loan Documents (any of such Loans are herein referred to as
“Protective Advances”); provided that, the aggregate amount of Protective
Advances outstanding at any time shall not at any time exceed $5,000,000; provided
further that, the aggregate amount of outstanding Protective Advances shall not cause
the Aggregate Credit Exposure to exceed the aggregate Revolving Commitments. Protective
Advances may be made even if the conditions precedent set forth in Section 4.02 have not
been satisfied. The Protective Advances shall be secured by the Liens in favor of the
Administrative Agent in and to the Collateral and shall constitute Obligations hereunder.
All Protective Advances shall be CBFR Borrowings. The Administrative Agent’s authorization
to make Protective Advances may be revoked at any time by the Required Lenders. Any such
revocation must be in writing and shall become effective prospectively upon the
Administrative Agent’s receipt thereof. At any time that there is sufficient Availability
and the conditions precedent set forth in Section 4.02 have been satisfied, the
Administrative Agent may request the Revolving Lenders to make a Revolving Loan to repay a
Protective Advance. At any other time the Administrative Agent may require the Lenders to
fund their risk participations described in Section 2.04(b).




     (b) Upon the making of a Protective Advance by the Administrative Agent (whether before
or after the occurrence of a Default), each Lender shall be deemed, without further action
by any party hereto, to have unconditionally and irrevocably purchased from the
Administrative Agent without recourse or warranty, an undivided interest and participation
in such Protective Advance in proportion to its Applicable Percentage. From and after the
date, if any, on which any Lender is required to fund its participation in any Protective
Advance purchased hereunder, the Administrative Agent shall promptly distribute to such
Lender, such Lender’s Applicable Percentage of all payments of principal and interest and
all proceeds of Collateral received by the Administrative Agent in respect of such
Protective Advance.



          SECTION 2.05. Swingline Loans and Overadvances.





     (a) The Administrative Agent, the Swingline Lender and the Revolving Lenders agree that
in order to facilitate the administration of this Agreement and the other Loan Documents,
promptly after the Borrower Representative requests a CBFR Borrowing, the Swingline Lender
may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by
advancing, on



 - 27 - 









 







behalf of the Revolving Lenders and in the amount requested, same day funds to the
Borrowers, on the applicable Borrowing date to the Funding Account(s) (each such Loan made
solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this
Agreement as a “Swingline Loan”), with settlement among them as to the Swingline
Loans to take place on a periodic basis as set forth in Section 2.05(d). Each Swingline
Loan shall be subject to all the terms and conditions applicable to other CBFR Loans funded
by the Revolving Lenders, except that all payments thereon shall be payable to the Swingline
Lender solely for its own account. In addition, the Borrowers hereby authorize the
Swingline Lender to, and the Swingline Lender shall, subject to the terms and conditions set
forth herein (but without any further written notice required), not later than 1:00 p.m.,
Chicago time, on each Business Day, make available to the Borrowers by means of a credit to
the Funding Account(s), the proceeds of a Swingline Loan to the extent necessary to pay
items to be drawn on any Controlled Disbursement Account that day (as determined based on
notice from the Administrative Agent). The aggregate amount of Swingline Loans outstanding
at any time shall not exceed $10,000,000. The Swingline Lender shall not make any Swingline
Loan if the requested Swingline Loan exceeds Availability (before giving effect to such
Swingline Loan). All Swingline Loans shall be CBFR Borrowings.




     (b) Any provision of this Agreement to the contrary notwithstanding, at the request of
the Borrower Representative, the Administrative Agent may in its sole discretion (but with
absolutely no obligation), make Revolving Loans to the Borrowers, on behalf of the Revolving
Lenders, in amounts that exceed Availability (any such excess Revolving Loans are herein
referred to collectively as “Overadvances”); provided that, no Overadvance
shall result in a Default due to Borrowers’ failure to comply with Section 2.01 for so long
as such Overadvance remains outstanding in accordance with the terms of this paragraph, but
solely with respect to the amount of such Overadvance. In addition, Overadvances may be
made even if the condition precedent set forth in Section 4.02(c) has not been satisfied.
All Overadvances shall constitute CBFR Borrowings. The authority of the Administrative
Agent to make Overadvances is limited to an aggregate amount not to exceed $5,000,000 at any
time, no Overadvance may remain outstanding for more than sixty days and no Overadvance
shall cause any Revolving Lender’s Revolving Exposure to exceed its Revolving Commitment;
provided that, the Required Revolving Lenders may at any time revoke the
Administrative Agent’s authorization to make Overadvances. Any such revocation must be in
writing and shall become effective prospectively upon the Administrative Agent’s receipt
thereof.




     (c) Upon the making of a Swingline Loan or an Overadvance (whether before or after the
occurrence of a Default and regardless of whether a Settlement has been requested with
respect to such Swingline Loan or Overadvance), each Revolving Lender shall be deemed,
without further action by any party hereto, to have unconditionally and irrevocably
purchased from the Swingline Lender or the Administrative Agent, as the case may be, without
recourse or warranty, an undivided interest and participation in such Swingline Loan or
Overadvance in proportion to its Applicable Percentage of the Revolving Commitment. The
Swingline Lender or the Administrative Agent may, at any time, require the Revolving Lenders
to fund their participations. From and after the date, if any, on which any Revolving
Lender is required to fund its participation in any Swingline Loan or Overadvance purchased
hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s
Applicable Percentage of all payments of principal and interest and all proceeds of
Collateral received by the Administrative Agent in respect of such Loan.




     (d) The Administrative Agent, on behalf of the Swingline Lender, shall request
settlement (a “Settlement”) with the Revolving Lenders on at least a weekly basis or
on any date that the Administrative Agent elects, by notifying the Revolving Lenders of such
requested Settlement by facsimile, telephone, or e-mail no later than 12:00 noon Chicago
time on the date of such requested Settlement (the “Settlement Date”). Each
Revolving Lender (other than the Swingline Lender, in the case of the Swingline Loans) shall
transfer the amount of such Revolving Lender’s Applicable Percentage of the outstanding
principal amount of the applicable Loan with respect to which



 - 28 - 









 







Settlement is requested to the Administrative Agent, to such account of the
Administrative Agent as the Administrative Agent may designate, not later than 2:00 p.m.,
Chicago time, on such Settlement Date. Settlements may occur during the existence of a
Default and whether or not the applicable conditions precedent set forth in Section 4.02
have then been satisfied. Such amounts transferred to the Administrative Agent shall be
applied against the amounts of the Swingline Lender’s Swingline Loans and, together with
Swingline Lender’s Applicable Percentage of such Swingline Loan, shall constitute Revolving
Loans of such Revolving Lenders, respectively. If any such amount is not transferred to the
Administrative Agent by any Revolving Lender on such Settlement Date, the Swingline Lender
shall be entitled to recover such amount on demand from such Lender together with interest
thereon as specified in Section 2.07.



          SECTION 2.06. Letters of Credit.





     (a) General. Subject to the terms and conditions set forth herein, the
Borrower Representative may request the issuance of Letters of Credit for its own account or
for the account of another Loan Party, in a form reasonably acceptable to the Administrative
Agent and the Issuing Bank, at any time and from time to time during the Availability
Period. In the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit application or other
agreement submitted by the Loan Parties to, or entered into by the Loan Parties with, the
Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement
shall control.




     (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To
request the issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit), the Borrower Representative shall hand deliver or facsimile
(or transmit by electronic communication, if arrangements for doing so have been approved by
the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of
the requested date of issuance, amendment, renewal or extension) a notice requesting the
issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed
or extended, and specifying the date of issuance, amendment, renewal or extension (which
shall be a Business Day), the date on which such Letter of Credit is to expire (which shall
comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as shall be necessary to
prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank,
the applicable Loan Party also shall submit a letter of credit application on the Issuing
Bank’s standard form in connection with any request for a Letter of Credit. A Letter of
Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the
LC Exposure shall not exceed the LC Sublimit and (iv) the total Revolving Exposures shall
not exceed the lesser of the total Revolving Commitments and the Borrowing Base.




     (c) Expiration Date. Each Letter of Credit shall expire at or prior to the
close of business on the earlier of (i) the date one year after the date of the issuance of
such Letter of Credit (or, in the case of any renewal or extension thereof, one year after
such renewal or extension) and (ii) the date that is five Business Days prior to the
Maturity Date; provided, that, in the case of any Letter of Credit having an
expiration date later than the Maturity Date (including any Letter of Credit subject to
automatic renewal or extension), on or prior to the date that is ninety (90) days prior to
the Maturity Date, the Borrowers shall have provided the Administrative Agent with cash
collateral in an amount equal to 103% of the sum of (x) the undrawn face amount of such
Letter of Credit and (y) the amount of any unpaid LC Disbursements with respect thereto.




     (d) Participations. By the issuance of a Letter of Credit (or an amendment to
a Letter of Credit increasing the amount thereof) and without any further action on the part
of the Issuing Bank



 - 29 - 









 







or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and
each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter
of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to
be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing,
each Revolving Lender hereby absolutely and unconditionally agrees to pay to the
Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable
Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the
Borrowers on the date due as provided in paragraph (e) of this Section, or of any
reimbursement payment required to be refunded to the Borrowers for any reason. Each
Revolving Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a Default or
reduction or termination of the Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever.




     (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in
respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying
to the Administrative Agent an amount equal to such LC Disbursement not later than 11:00
a.m., Chicago time, on the date that such LC Disbursement is made, if the Borrowers
Representative shall have received notice of such LC Disbursement prior to 9:00 a.m.,
Chicago time, on such date, or, if such notice has not been received by the Borrower
Representative prior to such time on such date, then not later than 11:00 a.m., Chicago
time, on the Business Day immediately following the day that the Borrower Representative
receives such notice; provided that the Borrowers may, subject to the conditions to
borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such
payment be financed with a CBFR Revolving Borrowing or Swingline Loan in an equivalent
amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall
be discharged and replaced by the resulting CBFR Revolving Borrowing or Swingline Loan. If
the Borrowers fail to make such payment when due, the Administrative Agent shall notify each
Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers
in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following
receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its
Applicable Percentage of the payment then due from the Borrowers, in the same manner as
provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall
apply, mutatis mutandis, to the payment obligations of the Revolving
Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so
received by it from the Revolving Lenders. Promptly following receipt by the Administrative
Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent
shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders
have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such
Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving
Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement
(other than the funding of CBFR Revolving Loans or a Swingline Loan as contemplated above)
shall not constitute a Loan and shall not relieve the Borrowers of their obligation to
reimburse such LC Disbursement.




     (f) Obligations Absolute. The Borrowers’ joint and several obligation to
reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance with the terms
of this Agreement under any and all circumstances whatsoever and irrespective of (i) any
lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or
provision therein, (ii) any draft or other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any statement therein being
untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply with the terms
of such Letter of Credit, or (iv) any other event or circumstance whatsoever,



 - 30 - 









 







whether or not similar to any of the foregoing, that might, but for the provisions of
this Section, constitute a legal or equitable discharge of, or provide a right of setoff
against, the Borrowers’ obligations hereunder. Neither the Administrative Agent, the
Revolving Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any
liability or responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder (irrespective
of any of the circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or other
communication under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of the Issuing Bank; provided
that the foregoing shall not be construed to excuse the Issuing Bank from liability to the
Borrowers to the extent of any direct damages (as opposed to consequential damages, claims
in respect of which are hereby waived by the Borrowers to the extent permitted by applicable
law) suffered by any Borrower that are caused by the Issuing Bank’s failure to exercise care
when determining whether drafts and other documents presented under a Letter of Credit
comply with the terms thereof. The parties hereto expressly agree that, in the absence of
gross negligence or willful misconduct on the part of the Issuing Bank (as determined by a
court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in
each such determination. In furtherance of the foregoing and without limiting the
generality thereof, the parties agree that, with respect to documents presented which appear
on their face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or information to
the contrary, or refuse to accept and make payment upon such documents if such documents are
not in strict compliance with the terms of such Letter of Credit.




     (g) Disbursement Procedures. The Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for payment under a
Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the
applicable Loan Party by telephone (confirmed by facsimile) of such demand for payment and
whether the Issuing Bank has made or will make an LC Disbursement thereunder;
provided that any failure to give or delay in giving such notice shall not relieve
the Borrowers of their obligation to reimburse the Issuing Bank and the Revolving Lenders
with respect to any such LC Disbursement.




     (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement,
then, unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC
Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and
including the date such LC Disbursement is made to but excluding the date that the Borrowers
reimburse such LC Disbursement, at the rate per annum then applicable to CBFR Revolving
Loans; provided that, if the Borrowers fail to reimburse such LC Disbursement when
due pursuant to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest
accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that
interest accrued on and after the date of payment by any Revolving Lender pursuant to
paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such
Lender to the extent of such payment.




     (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any
time by written agreement among the Borrower Representative, the Administrative Agent, the
replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify
the Revolving Lenders of any such replacement of the Issuing Bank. At the time any such
replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the
account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the
effective date of any such replacement, (i) the successor Issuing Bank shall have all the
rights and obligations of the Issuing Bank under this Agreement with respect to Letters of
Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall
be deemed to refer to such successor or to any previous Issuing Bank, or



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to such successor and all previous Issuing Banks, as the context shall require. After
the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party
hereto and shall continue to have all the rights and obligations of an Issuing Bank under
this Agreement with respect to Letters of Credit issued by it prior to such replacement, but
shall not be required to issue additional Letters of Credit.




     (j) Cash Collateralization. If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower Representative receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been
accelerated, Revolving Lenders with LC Exposure representing greater than 51% of the total
LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the
Borrowers shall deposit in an account with the Administrative Agent, in the name of the
Administrative Agent and for the benefit of the Revolving Lenders (the “LC Collateral
Account”), an amount in cash equal to 103% of the LC Exposure as of such date plus
accrued and unpaid interest thereon; provided that the obligation to deposit such
cash collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon the occurrence
of any Event of Default with respect to any Borrower described in clause (h) or (i) of
Article VII. Such deposit shall be held by the Administrative Agent as collateral for the
payment and performance of the Secured Obligations. The Administrative Agent shall have
exclusive dominion and control, including the exclusive right of withdrawal, over such
account and the Borrowers hereby grant the Administrative Agent a security interest in the
LC Collateral Account. Other than any interest earned on the investment of such deposits,
which investments shall be made at the option and sole discretion of the Administrative
Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such account. Moneys
in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank
for LC Disbursements for which it has not been reimbursed and, to the extent not so applied,
shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the
LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject
to the consent of Revolving Lenders with LC Exposure representing greater than 51% of the
total LC Exposure), be applied to satisfy other Secured Obligations. If the Borrowers are
required to provide an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned
to the Borrowers within three Business Days after all such Defaults have been cured or
waived.



          SECTION 2.07. Funding of Borrowings.





     (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds by 1:00 p.m., Chicago time, to the
account of the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders in an amount equal to such Lender’s Applicable Percentage;
provided that, Swingline Loans shall be made as provided in Section 2.05. The
Administrative Agent will make such Loans available to the Borrower Representative by
promptly crediting the amounts so received, in like funds, to the Funding Account(s);
provided that CBFR Revolving Loans made to finance the reimbursement of (i) an LC
Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to
the Issuing Bank and (ii) a Protective Advance or an Overadvance shall be retained by the
Administrative Agent.




     (b) Unless the Administrative Agent shall have received notice from a Lender prior to
the proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may
assume that such Lender has made such share available on such date in accordance with
paragraph (a) of this Section and may, in reliance upon such assumption, make available to
the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact
made its share of the applicable



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Borrowing available to the Administrative Agent, then the applicable Lender and the
Borrowers severally agree to pay to the Administrative Agent forthwith on demand such
corresponding amount with interest thereon, for each day from and including the date such
amount is made available to the applicable Borrower to but excluding the date of payment to
the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal
Funds Effective Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation or (ii) in the case of the Borrowers, the
interest rate applicable to CBFR Loans. If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender’s Loan included in such
Borrowing.



          SECTION 2.08. Interest Elections.





     (a) Each Revolving Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar Revolving Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower
Representative may elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect Interest Periods
therefor, all as provided in this Section. The Borrower Representative may elect different
options with respect to different portions of the affected Borrowing, in which case each
such portion shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a separate
Borrowing. This Section shall not apply to Swingline Borrowings, Overadvances or Protective
Advances, which may not be converted or continued.




     (b) To make an election pursuant to this Section, the Borrower Representative shall
notify the Administrative Agent of such election by telephone or by electronic transmission
of a written Interest Election Request in a form approved by the Administrative Agent and
signed by the Borrower Representative, by the time that a Borrowing Request would be
required under Section 2.03 if the Borrowers were requesting a Revolving Borrowing of the
Type resulting from such election to be made on the effective date of such election. Each
such Interest Election Request (whether telephonic or by electronic transmission) shall be
irrevocable and each telephonic request shall be confirmed promptly by hand delivery,
facsimile, or electronic transmission to the Administrative Agent of a written Interest
Election Request in a form approved by the Administrative Agent and signed by the Borrower
Representative.




     (c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:




     (i) the Borrower and the Borrowing to which such Interest Election Request
applies and, if different options are being elected with respect to different
portions thereof, the portions thereof to be allocated to each resulting Borrowing
(in which case the information to be specified pursuant to clauses (iii) and (iv)
below shall be specified for each resulting Borrowing);




     (ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;




     (iii) whether the resulting Borrowing is to be a CBFR Borrowing or a Eurodollar
Borrowing; and




     (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period
to be applicable thereto after giving effect to such election, which shall be a
period contemplated by the definition of the term “Interest Period”.



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If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an
Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one
month’s duration.





     (d) Promptly following receipt of an Interest Election Request, the Administrative
Agent shall advise each Lender of the details thereof and of such Lender’s portion of each
resulting Borrowing.




     (e) If the Borrower Representative fails to deliver a timely Interest Election Request
with respect to a Eurodollar Revolving Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of
such Interest Period such Borrowing shall be converted to a CBFR Borrowing. Notwithstanding
any contrary provision hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the Borrower
Representative, then, so long as an Event of Default is continuing (i) no outstanding
Revolving Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii)
unless repaid, each Eurodollar Revolving Borrowing shall be converted to a CBFR Borrowing at
the end of the Interest Period applicable thereto.



          SECTION 2.09. Termination and Reduction of Commitments; Increase in Revolving
Commitments.





     (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.




     (b) The Borrowers may at any time terminate the Commitments upon (i) the payment in
full of all outstanding Loans, together with accrued and unpaid interest thereon and on any
Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or
alternatively, with respect to each such Letter of Credit, the furnishing to the
Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a
back up standby letter of credit satisfactory to the Administrative Agent) equal to 103% of
the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees,
and (iv) the payment in full of all reimbursable expenses and other Obligations together
with accrued and unpaid interest thereon.




     (c) The Borrowers may from time to time reduce the Revolving Commitments;
provided that (i) each reduction of the Revolving Commitments shall be in an amount
that is an integral multiple of $5,000,000 and not less than $5,000,000 and (ii) the
Borrowers shall not reduce the Revolving Commitments if, after giving effect to any
concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the
Revolving Exposures would exceed the lesser of the total Revolving Commitments and the
Borrowing Base.




     (d) The Borrower Representative shall notify the Administrative Agent of any election
to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least
three Business Days prior to the effective date of such termination or reduction, specifying
such election and the effective date thereof. Promptly following receipt of any notice, the
Administrative Agent shall advise the Lenders of the contents thereof. Each notice
delivered by the Borrower Representative pursuant to this Section shall be irrevocable;
provided that a notice of termination of the Commitments delivered by the Borrower
Representative may state that such notice is conditioned upon the effectiveness of other
credit facilities, in which case such notice may be revoked by the Borrower Representative
(by notice to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments shall be
permanent. Each reduction of the Commitments shall be made ratably among the Lenders in
accordance with their respective Commitments.



 - 34 - 









 






     (e) The Borrowers shall have the right to increase the Revolving Commitment by
obtaining additional Revolving Commitments, either from one or more of the Lenders or
another lending institution provided that (i) any such request for an increase shall be in a
minimum amount of $5,000,000, (ii) the Borrower Representative, on behalf of the Borrower,
may make a maximum of 3 such requests, (iii) the Administrative Agent has approved the
identity of any such new Lender, such approval not to be unreasonably withheld, (iv) any
such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (v)
the procedure described in Section 2.09(f) have been satisfied.




     (f) Any supplement hereto for such an increase or addition shall be in form and
substance satisfactory to the Administrative Agent and shall only require the written
signatures of the Administrative Agent, the Borrowers and the Lender(s) being added or
increasing their Commitment, subject only to the approval of all Lenders if any such
increase would cause the Revolving Commitment to exceed $65,000,000. As a condition
precedent to such an increase, Borrower shall deliver to the Administrative Agent a
certificate of each Loan Party (in sufficient copies for each Lender) signed by an
authorized officer of such Loan Party (i) certifying and attaching the resolutions adopted
by such Loan Party approving or consenting to such increase, and (ii) in the case of the
Borrowers, certifying that, before and after giving effect to such increase, (A) the
representations and warranties contained in Article III and the other Loan Documents are
true and correct, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct as of such earlier date,
and (B) no Default exists.




     (g) Within a reasonable time after the effective date of any increase, the
Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment
Schedule to reflect such increase and shall distribute such revised Commitment Schedule to
each of the Lenders and the Borrowers, whereupon such revised Commitment Schedule shall
replace the old Commitment Schedule and become part of this Agreement. On the Business Day
following any such increase, all outstanding CBFR Advances shall be reallocated among the
Lenders (including any newly added Lenders) in accordance with the Lenders’ respective
revised Applicable Percentages. Eurodollar Advances shall not be reallocated among the
Lenders prior to the expiration of the applicable Interest Period in effect at the time of
any such increase.



          SECTION 2.10. Repayment and Amortization of Loans; Evidence of Debt.





     (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each Revolving Loan on
the Maturity Date, (ii) to the Administrative Agent the then unpaid amount of each
Protective Advance on the earlier of the Maturity Date and demand by the Administrative
Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each
Overadvance on the earlier of the Maturity Date and demand by the Administrative Agent.




     (b) At all times that Full Cash Dominion is in effect pursuant to Section 5.12(d), on
each Business Day, the Administrative Agent shall apply all funds credited to the Collection
Account on such Business Day or the immediately preceding Business Day (at the discretion of
the Administrative Agent, whether or not immediately available) as follows: (i) if no Event
of Default shall have occurred and be continuing at such time, first to prepay any
Protective Advances and Overadvances that may be outstanding, pro rata, second to
prepay the Revolving Loans (including Swing Line Loans), third to cash collateralize
outstanding LC Exposure, and fourth the balance, if any, to the Borrowers’ general
operating account; or (ii) if an Event of Default shall have occurred and be continuing at
such time, in accordance with the provisions of Section 2.18(b).




     (c) Each Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each
Loan



 - 35 - 









 







made by such Lender, including the amounts of principal and interest payable and paid
to such Lender from time to time hereunder.




     (d) The Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder, the Class and Type thereof and the Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable or to
become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of
any sum received by the Administrative Agent hereunder for the account of the Lenders and
each Lender’s share thereof.




     (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of
this Section shall be prima facie evidence of the existence and amounts of
the obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner
affect the obligation of the Borrowers to repay the Loans in accordance with the terms of
this Agreement.




     (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In
such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory
note payable to the order of such Lender (or, if requested by such Lender, to such Lender
and its registered assigns) and in a form approved by the Administrative Agent. Thereafter,
the Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or more
promissory notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).



          SECTION 2.11. Prepayment of Loans.





     (a) The Borrowers shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to prior notice in accordance with paragraph (f) of
this Section.




     (b) Except for Overadvances permitted under Section 2.05, in the event and on such
occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Revolving
Commitments or (B) the Borrowing Base, the Borrowers shall prepay the Revolving Loans, LC
Exposure and/or Swingline Loans in an aggregate amount equal to such excess.




     (c) At all times that Full Cash Dominion is in effect pursuant to Section 5.12(d), the
Borrowers shall prepay the Loans and cash collateralize the LC Exposure in accordance with
Section 2.10(b).




     (d) In the event and on each occasion that any Net Proceeds are received by or on
behalf of a Loan Party in respect of any Prepayment Event, the Borrowers shall, immediately
after such Net Proceeds are received by such Loan Party, prepay the Obligations as set forth
in Section 2.11(e) below in an aggregate amount equal to 100% of such Net Proceeds,
provided that, in the case of any event described in clause (a) or (b) of the
definition of the term “Prepayment Event”, if the Borrower Representative shall deliver to
the Administrative Agent a certificate of a Financial Officer to the effect that the Loan
Parties intend to apply the Net Proceeds from such event (or a portion thereof specified in
such certificate), within 180 days after receipt of such Net Proceeds, to acquire (or
replace or rebuild) real property, equipment or other tangible assets (excluding inventory)
to be used in the business of the Loan Parties, and certifying that no Default has occurred
and is continuing, then either (i) so long as Full Cash Dominion is not in effect pursuant
to Section 5.12(d), no prepayment shall be required pursuant to this paragraph in respect of
the Net Proceeds specified in such certificate or (ii) if Full Cash Dominion is in effect
pursuant to Section 5.12(d), if the Net Proceeds specified in such certificate are to be
applied by (A) the Borrowers, then such Net Proceeds



 - 36 - 









 







shall be applied by the Administrative Agent to reduce the outstanding principal
balance of the Revolving Loans (without a permanent reduction of the Revolving Commitment)
and upon such application, the Administrative Agent shall establish a Reserve against the
Borrowing Base in an amount equal to the amount of such proceeds so applied and (B) any Loan
Party that is not a Borrower, then such Net Proceeds shall be deposited in a cash collateral
account and in either case, thereafter, such funds shall be made available to the applicable
Loan Party as follows:




     (1) the Borrower Representative shall request a Revolving Loan (specifying
that the request is to use Net Proceeds pursuant to this Section) or the applicable Loan
Party shall request a release from the cash collateral account be made in the amount needed;




     (2) so long as the conditions set forth in Section 4.02 have been met, the
Revolving Lenders shall make such Revolving Loan or the Administrative Agent shall release
funds from the cash collateral account; and




     (3) in the case of Net Proceeds applied against the Revolving Loan, the
Reserve established with respect to such insurance proceeds shall be reduced by the amount
of such Revolving Loan;


provided that to the extent of any such Net Proceeds therefrom that have not been so
applied by the end of such 180-day period, at which time a prepayment shall be required in an
amount equal to such Net Proceeds that have not been so applied; provided, further
that the Borrowers shall not be permitted to make elections to use Net Proceeds to acquire (or
replace or rebuild) real property, equipment or other tangible assets (excluding inventory) with
respect to Net Proceeds in any fiscal year in an aggregate amount in excess of $5,000,000.





     (e) All such amounts pursuant to Section 2.11(d) shall be applied, first to
prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and
second to prepay the Revolving Loans (including Swing Line Loans) without a
corresponding reduction in the Revolving Commitment and to cash collateralize outstanding LC
Exposure.




     (f) The Borrower Representative shall notify the Administrative Agent (and, in the
case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by
facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar
Revolving Borrowing, not later than 10:00 a.m., Chicago time, three Business Days before the
date of prepayment, or (ii) in the case of prepayment of a CBFR Revolving Borrowing, not
later than 10:00 a.m., Chicago time, one Business Day before the date of prepayment. Each
such notice shall be irrevocable and shall specify the prepayment date and the principal
amount of each Borrowing or portion thereof to be prepaid; provided that, if a
notice of prepayment is given in connection with a conditional notice of termination of the
Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked
if such notice of termination is revoked in accordance with Section 2.09. Promptly
following receipt of any such notice relating to a Revolving Borrowing, the Administrative
Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any
Revolving Borrowing shall be in an amount that would be permitted in the case of an advance
of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a
Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid
Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by
Section 2.13.



          SECTION 2.12. Fees.





     (a) The Borrowers agree to pay to the Administrative Agent for the account of each
Lender a commitment fee, which shall accrue during the period from and including the
Effective Date to but excluding the date on which the Lenders’ Revolving Commitments
terminate, which



 - 37 - 









 







commitment fee shall be calculated based upon the Applicable Rate on the average daily
amount of the Available Revolving Commitment of such Lender for the immediately preceding
month. Accrued commitment fees shall be payable in arrears on the first day of each
calendar month and on the date on which the Revolving Commitments terminate, commencing on
the first such date to occur after the date hereof. All commitment fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of days
elapsed.




     (b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each
Revolving Lender a participation fee with respect to its participations in Letters of
Credit, which shall accrue during the period from and including the Effective Date to but
excluding the later of the date on which such Lender’s Revolving Commitment terminates and
the date on which such Revolving Lender ceases to have any LC Exposure, which participation
fee shall accrue at the rate separately agreed upon between the Borrowers and the
Administrative Agent, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the
rate separately agreed upon between the Borrowers and the Issuing Bank during the period
from and including the Effective Date to but excluding the later of the date of termination
of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as
well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or
extension of any Letter of Credit or processing of drawings thereunder. Participation fees
and fronting fees accrued through and including the last day of each calendar month shall be
payable on the first day of each calendar month following such last day, commencing on the
first such date to occur after the Effective Date; provided that all such fees shall
be payable on the date on which the Revolving Commitments terminate and any such fees
accruing after the date on which the Commitments terminate shall be payable on demand. Any
other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10
days after demand. All participation fees and fronting fees shall be computed on the basis
of a year of 360 days and shall be payable for the actual number of days elapsed.




     (c) The Borrowers agree to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the Borrowers and the
Administrative Agent.




     (d) All fees payable hereunder shall be paid on the dates due, in immediately available
funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to
it) for distribution, in the case of commitment fees and participation fees, to the Lenders.
Fees paid shall not be refundable under any circumstances.



          SECTION 2.13. Interest.





     (a) The Loans comprising each CBFR Borrowing (including each Swingline Loan) shall bear
interest at the CB Floating Rate plus the Applicable Rate.




     (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted
LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.




     (c) Each Protective Advance and each Overadvance shall bear interest at the CB Floating
Rate plus the Applicable Rate for Revolving Loans plus 2%.




     (d) Notwithstanding the foregoing, during the occurrence and continuance of an Event of
Default, the Administrative Agent or the Required Lenders may, at their option, by notice to
the Borrower Representative (which notice may be revoked at the option of the Required
Lenders notwithstanding any provision of Section 9.02 requiring the consent of “each Lender
affected thereby” for reductions in interest rates), declare that (i) all Loans shall bear
interest at 2% plus the rate otherwise applicable to such Loans as provided in the preceding
paragraphs of this Section or



 - 38 - 









 






(ii) in the case of any other amount outstanding hereunder, such amount shall accrue at
2% plus the rate applicable to such fee or other obligation as provided hereunder.




     (e) Accrued interest on each Loan (for CBFR Loans, accrued through the last day of the
prior calendar month) shall be payable in arrears on each Interest Payment Date for such
Loan and upon termination of the Commitments; provided that (i) interest accrued
pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of
any repayment or prepayment of any Loan (other than a prepayment of a CBFR Revolving Loan
prior to the end of the Availability Period), accrued interest on the principal amount
repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in
the event of any conversion of any Eurodollar Loan prior to the end of the current Interest
Period therefor, accrued interest on such Loan shall be payable on the effective date of
such conversion.




     (f) All interest hereunder shall be computed on the basis of a year of 360 days, and
shall be payable for the actual number of days elapsed. The CB Floating Rate, Adjusted LIBO
Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination
shall be conclusive absent manifest error.



          SECTION 2.14. Alternate Rate of Interest. If prior to the commencement of any
Interest Period for a Eurodollar Borrowing:





     (a) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the
Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or




     (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO
Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and
fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or
its Loan) included in such Borrowing for such Interest Period;


then the Administrative Agent shall give notice thereof to the Borrower Representative and the
Lenders by telephone or facsimile as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances
giving rise to such notice no longer exist, (i) any Interest Election Request that requests the
conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a
Eurodollar Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a Eurodollar
Revolving Borrowing, such Borrowing shall be made as a CBFR Borrowing.




          SECTION 2.15. Increased Costs.





     (a) If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the
Issuing Bank; or




     (ii) impose on any Lender or the Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of
Credit or participation therein;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to
increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining
any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or
the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrowers will
pay to such Lender or the Issuing Bank, as the case






 - 39 - 









 







may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as
the case may be, for such additional costs incurred or reduction suffered.





     (b) If any Lender or the Issuing Bank determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return on such
Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing
Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by
the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such
Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in
Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies
of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy),
then from time to time the Borrowers will pay to such Lender or the Issuing Bank, as the
case may be, such additional amount or amounts as will compensate such Lender or the Issuing
Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.




     (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Bank or its holding company, as the case
may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the
Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall
pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.




     (d) Failure or delay on the part of any Lender or the Issuing Bank to demand
compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the
Issuing Bank’s right to demand such compensation; provided that the Borrowers shall
not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any
increased costs or reductions incurred more than 270 days prior to the date that such Lender
or the Issuing Bank, as the case may be, notifies the Borrower Representative of the Change
in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing
Bank’s intention to claim compensation therefor; provided further that, if
the Change in Law giving rise to such increased costs or reductions is retroactive, then the
270-day period referred to above shall be extended to include the period of retroactive
effect thereof.



          SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan
other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(d) and is
revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto as a result of a request by the Borrower
Representative pursuant to Section 2.19, then, in any such event, the Borrowers shall compensate
each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar
Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by
such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would
have been applicable to such Loan, for the period from the date of such event to the last day of
the then current Interest Period therefor (or, in the case of a failure to borrow, convert or
continue, for the period that would have been the Interest Period for such Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits
of a comparable amount and period from other banks in the eurodollar market. A certificate of any
Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Borrower Representative and shall be conclusive






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absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any
such certificate within 10 days after receipt thereof.




          SECTION 2.17. Taxes.




     (a) Any and all payments by or on account of any obligation of the Borrowers hereunder
shall be made free and clear of and without deduction for any Indemnified Taxes or Other
Taxes; provided that if the Borrowers shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank
(as the case may be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrowers shall make such deductions and (iii) the Borrowers
shall pay the full amount deducted to the relevant Governmental Authority in accordance with
applicable law.



     (b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.



     (c) The Borrowers shall jointly and severally indemnify the Administrative Agent, each
Lender and the Issuing Bank, within 10 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender
or the Issuing Bank, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrowers hereunder (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to the Borrower Representative by a Lender or the Issuing
Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the
Issuing Bank, shall be conclusive absent manifest error.



     (d) Each Lender and the Issuing Bank shall indemnify the Borrowers and the
Administrative Agent, within 10 days after written demand therefor, against any and all
Taxes and any and all related losses, claims, liabilities, penalties, interest and
reasonable expenses (including the fees, charges and disbursements of any counsel for the
Borrower or the Administrative Agent) incurred by or asserted against the Borrowers or the
Administrative Agent by any Governmental Authority as a result of the failure by such Lender
or the Issuing Bank, as the case may be, to deliver, or as a result of the inaccuracy,
inadequacy or deficiency of, any documentation required to be delivered to the Borrowers or
the Administrative Agent pursuant to Section 2.17(f). Each Lender and the Issuing Bank
hereby authorizes the Administrative Agent to set off and apply any and all amounts at any
time owing to such Lender or the Issuing Bank, as the case may be, under this Agreement or
any other Loan Document against any amount due to the Administrative Agent under this
Section 2.17(d).



     (e) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrowers to a Governmental Authority, the Borrower Representative shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of the return reporting such payment
or other evidence of such payment reasonably satisfactory to the Administrative Agent.



     (f) Any Foreign Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which any Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under this Agreement
shall deliver to the Borrower Representative (with a copy to the Administrative Agent), at
the time or times prescribed



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by applicable law, such properly completed and executed documentation prescribed by
applicable law or reasonably requested by the Borrower Representative as will permit such
payments to be made without withholding or at a reduced rate.



     (g) If the Administrative Agent or a Lender determines, in its sole discretion, that it
has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the
Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to
this Section 2.17, it shall pay over such refund to the Borrowers (but only to the extent of
indemnity payments made, or additional amounts paid, by the Borrowers under this Section
2.17 with respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender and without interest
(other than any interest paid by the relevant Governmental Authority with respect to such
refund); provided, that the Borrowers, upon the request of the Administrative Agent or such
Lender, agree to repay the amount paid over to the Borrowers (plus any penalties, interest
or other charges imposed by the relevant Governmental Authority) to the Administrative Agent
or such Lender in the event the Administrative Agent or such Lender is required to repay
such refund to such Governmental Authority. This Section shall not be construed to require
the Administrative Agent or any Lender to make available its tax returns (or any other
information relating to its taxes which it deems confidential) to the Borrowers or any other
Person.



          SECTION 2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs.





     (a) The Borrowers shall make each payment required to be made by them hereunder
(whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts
payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Chicago time, on
the date when due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the Administrative
Agent, be deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the Administrative Agent
at its offices at 10 South Dearborn Street, 22nd Floor, Chicago, Illinois, except
payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided
herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made
directly to the Persons entitled thereto. The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the appropriate
recipient promptly following receipt thereof. Except as otherwise provided in the
definition of “Interest Period”, if any payment hereunder shall be due on a day that is not
a Business Day, the date for payment shall be extended to the next succeeding Business Day,
and, in the case of any payment accruing interest, interest thereon shall be payable for the
period of such extension. All payments hereunder shall be made in dollars.




     (b) Any proceeds of Collateral received by the Administrative Agent (i) not
constituting either (A) a specific payment of principal, interest, fees or other sum payable
under the Loan Documents (which shall be applied as specified by the Borrowers), (B) a
mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts
to be applied from the Collection Account when Full Cash Dominion is in effect (which shall
be applied in accordance with Section 2.10(b)) or (ii) after an Event of Default has
occurred and is continuing and the Administrative Agent so elects or the Required Lenders so
direct, such funds shall be applied ratably first, to pay any fees, indemnities, or
expense reimbursements including amounts then due to the Administrative Agent and the
Issuing Bank from the Borrowers (other than in connection with Banking Services or Swap
Obligations), second, to pay any fees or expense reimbursements then due to the
Lenders from the Borrowers (other than in connection with Banking Services or Swap
Obligations), third, to pay interest due in respect of the Overadvances and
Protective Advances, fourth, to pay the principal of the Overadvances and Protective
Advances, fifth, to pay interest then due and payable on the Loans (other than the
Overadvances and Protective Advances) ratably, sixth, to prepay principal on the
Loans (other than the Overadvances and Protective Advances) and



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unreimbursed LC Disbursements ratably, seventh, to pay an amount to the
Administrative Agent equal to one hundred three percent (103%) of the aggregate undrawn face
amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC
Disbursements, to be held as cash collateral for such Obligations, eighth, to
payment of any amounts owing with respect to Banking Services and Swap Obligations, and
ninth, to the payment of any other Secured Obligation due to the Administrative
Agent or any Lender by the Borrowers. Notwithstanding anything to the contrary contained in
this Agreement, unless so directed by the Borrower Representative, or unless a Default is in
existence, neither the Administrative Agent nor any Lender shall apply any payment which it
receives to any Eurodollar Loan of a Class, except (a) on the expiration date of the
Interest Period applicable to any such Eurodollar Loan or (b) in the event, and only to the
extent, that there are no outstanding CBFR Loans of the same Class and, in any such event,
the Borrowers shall pay the break funding payment required in accordance with Section 2.16.
The Administrative Agent and the Lenders shall have the continuing and exclusive right to
apply and reverse and reapply any and all such proceeds and payments to any portion of the
Secured Obligations.




     (c) At the election of the Administrative Agent, all payments of principal, interest,
LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all
reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under
the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made
following a request by the Borrower Representative pursuant to Section 2.03 or a deemed
request as provided in this Section or may be deducted from any deposit account of any
Borrower maintained with the Administrative Agent. Each Borrower hereby irrevocably
authorizes (i) the Administrative Agent to make a Borrowing for the purpose of paying each
payment of principal, interest and fees as it becomes due hereunder or any other amount due
under the Loan Documents and agrees that all such amounts charged shall constitute Loans
(including Swingline Loans and Overadvances, but such a Borrowing may only constitute a
Protective Advance if it is to reimburse costs, fees and expenses as described in Section
9.03) and that all such Borrowings shall be deemed to have been requested pursuant to
Sections 2.03, 2.04 or 2.05, as applicable and (ii) the Administrative Agent to charge any
deposit account of any Borrower maintained with the Administrative Agent for each payment of
principal, interest and fees as it becomes due hereunder or any other amount due under the
Loan Documents.




     (d) If any Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of its Loans or
participations in LC Disbursements resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Loans and participations in LC Disbursements and
accrued interest thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value) participations in
the Loans and participations in LC Disbursements of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in accordance
with the aggregate amount of principal of and accrued interest on their respective Loans and
participations in LC Disbursements; provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not be construed
to apply to any payment made by the Borrowers pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations in LC
Disbursements to any assignee or participant, other than to the Borrowers or any Subsidiary
or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each
Borrower consents to the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Borrower rights of set-off and counterclaim with
respect to such participation as fully as if such Lender were a direct creditor of such
Borrower in the amount of such participation.



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     (e) Unless the Administrative Agent shall have received notice from the Borrower
Representative prior to the date on which any payment is due to the Administrative Agent for
the account of the Lenders or the Issuing Bank hereunder that the Borrowers will not make
such payment, the Administrative Agent may assume that the Borrowers have made such payment
on such date in accordance herewith and may, in reliance upon such assumption, distribute to
the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the
Borrowers have not in fact made such payment, then each of the Lenders or the Issuing Bank,
as the case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for
each day from and including the date such amount is distributed to it to but excluding the
date of payment to the Administrative Agent, at the greater of the Federal Funds Effective
Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.




     (f) If any Lender shall fail to make any payment required to be made by it hereunder,
then the Administrative Agent may, in its discretion (notwithstanding any contrary provision
hereof), (i) apply any amounts thereafter received by the Administrative Agent for the
account of such Lender to satisfy such Lender’s obligations hereunder until all such
unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated
account as cash collateral for, and apply any such amounts to, any future funding
obligations of such Lender hereunder; application of amounts pursuant to (i) and (ii) above
shall be made in such order as may be determined by the Administrative Agent in its
discretion.”



          SECTION 2.19. Mitigation Obligations; Replacement of Lenders.





     (a) If any Lender requests compensation under Section 2.15, or if the Borrowers are
required to pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans hereunder
or to assign its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in
the future and (ii) would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay
all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment).




     (b) If any Lender requests compensation under Section 2.15, or if the Borrowers are
required to pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender) pursuant to Section 2.17, or if any Lender becomes a Defaulting
Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate, without recourse
(in accordance with and subject to the restrictions contained in Section 9.04), all its
interests, rights and obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment);
provided that (i) the Borrowers shall have received the prior written consent of the
Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Bank),
which consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans and participations in
LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrowers (in the case of all other amounts)
and (iii) in the case of any such assignment resulting from a claim for compensation under
Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will
result in a reduction in such compensation or payments. A Lender shall not be required to
make any such assignment and delegation if, prior




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thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrowers to require such assignment and delegation cease to apply.



          SECTION 2.20. Defaulting Lenders. Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply
for so long as such Lender is a Defaulting Lender.





     (a) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of
such Defaulting Lender pursuant to Section 2.12(a);




     (b) the Commitment and Revolving Exposure of such Defaulting Lender shall not be
included in determining whether all Lenders or the Required Lenders have taken or may take
any action hereunder (including any consent to any amendment or waiver pursuant to Section
9.02), provided that any waiver, amendment or modification requiring the consent of all
Lenders or each affected Lender which affects such Defaulting Lender differently than other
affected Lenders shall require the consent of such Defaulting Lender;




     (c) if any Swingline Exposure or LC Exposure exists at the time a Lender becomes a
Defaulting Lender then:




     (i) all or any part of such Swingline Exposure and LC Exposure shall be
reallocated among the non-Defaulting Lenders in accordance with their respective
Applicable Percentages but only to the extent (x) the sum of all non-Defaulting
Lenders’ Revolving Exposures plus such Defaulting Lender’s Swingline Exposure and LC
Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving
Commitments and (y) the conditions set forth in Section 4.02 are satisfied at such
time; and




     (ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected, the Borrowers shall within one Business Day following notice
by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second,
cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any
partial reallocation pursuant to clause (i) above) in accordance with the procedures
set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;




     (iii) if the Borrowers cash collateralize any portion of such Defaulting
Lender’s LC Exposure pursuant to Section 2.20(c), the Borrowers shall not be required
to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to
such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC
Exposure is cash collateralized;




     (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to
Section 2.20(c), then the fees payable to the Lenders pursuant to Section 2.12(a) and
Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’
Applicable Percentages; or




     (v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor
reallocated pursuant to Section 2.20(c), then, without prejudice to any rights or
remedies of the Issuing Bank or any Lender hereunder, all facility fees that
otherwise would have been payable to such Defaulting Lender (solely with respect to
the portion of such Defaulting Lender’s Commitment that was utilized by such LC
Exposure) and letter of credit fees payable under Section 2.12(b) with respect to
such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such
LC Exposure is cash collateralized and/or reallocated;



  -  45  -  









 






     (d) The Issuing Bank shall not be required to issue, amend or increase any Letter of
Credit, unless it is satisfied that the related exposure will be 100% covered by the
Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the
Borrowers in accordance with Section 2.20(c), and participating interests in any such newly
issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a
manner consistent with Section 2.20(c)(i) (and Defaulting Lenders shall not participate
therein); and




     (e) in the event and on the date that each of the Administrative Agent, the Borrowers,
the Issuing Bank and the Swingline Lender agrees that a Defaulting Lender has adequately
remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline
Exposure and LC Exposure of the other Lenders shall be readjusted to reflect the inclusion
of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par
such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative
Agent shall determine may be necessary in order for such Lender to hold such Loans in
accordance with its Applicable Percentage.



          SECTION 2.21. Returned Payments. If after receipt of any payment which is applied to
the payment of all or any part of the Obligations, the Administrative Agent or any Lender is for
any reason compelled to surrender such payment or proceeds to any Person because such payment or
application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or
voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other
reason, then the Obligations or part thereof intended to be satisfied shall be revived and
continued and this Agreement shall continue in full force as if such payment or proceeds had not
been received by the Administrative Agent or such Lender. The provisions of this Section 2.21
shall be and remain effective notwithstanding any contrary action which may have been taken by the
Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The
provisions of this Section 2.21 shall survive the termination of this Agreement.




ARTICLE III.




Representations and Warranties



          Each Loan Party represents and warrants to the Lenders that:




          SECTION 3.01. Organization; Powers. Each of the Loan Parties is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its organization, has
all requisite power and authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect, is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required.




          SECTION 3.02. Authorization; Enforceability. The Transactions are within each Loan
Party’s organizational powers and have been duly authorized by all necessary organizational actions
and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a
party have been duly executed and delivered by such Loan Party and constitute a legal, valid and
binding obligation of such Loan Party, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.




          SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not
require any consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in full force and effect
and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will
not violate any Requirement of Law applicable to any Loan Party, (c) will not violate or result in
a default under any indenture, agreement or other instrument binding upon any Loan Party or its
assets, or give rise to a right thereunder to require any






  -  46  -  









 







payment to be made by any Loan Party, and (d) will not result in the creation or imposition of
any Lien on any asset of any Loan Party, except Liens created pursuant to the Loan Documents.




          SECTION 3.04. Financial Condition; No Material Adverse Change.





     (a) The Company has heretofore furnished to the Lenders (i) the consolidated balance
sheet and statements of income, stockholders equity and cash flows of Holdings and its
Subsidiaries as of and for the fiscal years ended December 31, 2006, 2007 and 2008, reported
on by Ernst & Young LLP, independent public accountants, (ii) the consolidated balance sheet
and statements of income, stockholders equity and cash flows of the Company and its
Subsidiaries as of and for the fiscal years ended December 31, 2006, 2007 and 2008, reported
on by Ernst & Young LLP, independent public accountants, (iii) the consolidated balance
sheet and statements of income of Holdings and its Subsidiaries as of and for the fiscal
quarter ended September 26, 2009 and the portion of the fiscal year ended September 26,
2009, together with the consolidated statement of cash flows of Holdings and its
Subsidiaries for the portion of the fiscal year ended September 26, 2009, certified by
Holdings’ chief financial officer, and (iv) the consolidated balance sheet and statements of
income of the Company and its Subsidiaries as of and for the fiscal quarter ended September
26, 2009 and the portion of the fiscal year ended September 26, 2009, together with the
consolidated statement of cash flows of the Company and its Subsidiaries as of and for the
fiscal quarter and the portion of the fiscal year ended September 26, 2009, certified by the
Company’s chief financial officer (collectively, the “Historical Financial
Statements”). The Historical Financial Statements present fairly, in all material
respects, the financial position and results of operations and cash flows of Holdings and
its consolidated Subsidiaries, and of the Company and its consolidated Subsidiaries, as of
such dates and for such periods in accordance with GAAP, subject to year-end audit
adjustments and the absence of footnotes in the case of the statements referred to in
clauses (iii) and (iv) above.




     (b) No event, change or condition has occurred that has had, or could reasonably be
expected to have, a Material Adverse Effect, since December 31, 2008.



          SECTION 3.05. Properties.





     (a) As of the date of this Agreement, Schedule 3.05 sets forth the address of
each parcel of real property that is owned or leased by each Loan Party. Each of such
leases and subleases is valid and enforceable in accordance with its terms and is in full
force and effect, and no default by any party to any such lease or sublease exists. Each of
the Loan Parties has good and indefeasible title to, or valid leasehold interests in, all
its real and personal property, free of all Liens other than those permitted by Section
6.02.




     (b) Each Loan Party owns, or is licensed to use, all trademarks, tradenames,
copyrights, patents and other intellectual property necessary to its business as currently
conducted, a correct and complete list of which, as of the date of this Agreement, is set
forth on Schedule 3.05, and the use thereof by the Loan Parties does not infringe in
any material respect upon the rights of any other Person, and the Loan Parties’ rights
thereto are not subject to any licensing agreement or similar arrangement.



          SECTION 3.06. Litigation and Environmental Matters.





     (a) There are no actions, suits or proceedings by or before any arbitrator or
Governmental Authority pending against or, to the knowledge of any Loan Party, threatened
against or affecting the Loan Parties or any of their Subsidiaries (i) as to which there is
a reasonable possibility of an adverse determination and that, if adversely determined,
could reasonably be



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expected, individually or in the aggregate, to result in a Material Adverse Effect
(other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.




     (b) Except for (i) the Disclosed Matters and (ii) any other matters that, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, no Loan Party nor any of its Subsidiaries (A) has received notice of any claim with
respect to any Environmental Liability or knows of any basis for any Environmental Liability
or (B) has failed to comply with any Environmental Law or to obtain, maintain or comply with
any permit, license or other approval required under any Environmental Law or (C) has become
subject to any Environmental Liability.




     (c) Since the date of this Agreement, there has been no change in the status of the
Disclosed Matters that, individually or in the aggregate, has resulted in, or materially
increased the likelihood of, a Material Adverse Effect.



          SECTION 3.07. Compliance with Laws and Agreements. Each Loan Party and its
Subsidiaries is in compliance with all Requirements of Law applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect. No Default has occurred and is continuing.




          SECTION 3.08. Investment Company Status. No Loan Party nor any of its Subsidiaries
is an “investment company” as defined in, or subject to regulation under, the Investment Company
Act of 1940.




          SECTION 3.09. Taxes. Each Loan Party and its Subsidiaries has timely filed or caused
to be filed all Tax returns and reports required to have been filed and has paid or caused to be
paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good
faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable,
has set aside on its books adequate reserves or (b) to the extent that the failure to do so could
not be expected to result in a Material Adverse Effect. No tax liens have been filed and no claims
are being asserted with respect to any such taxes.




          SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse Effect. The
present value of all accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the
most recent financial statements reflecting such amounts, exceed the fair market value of the
assets of such Plan by such an amount as could reasonably be expected to result in a Material
Adverse Effect.




          SECTION 3.11. Disclosure. Each of the Borrowers and Holdings has disclosed to the
Lenders all liabilities or obligations of the Loan Parties under any agreements, instruments or
other documents, and all other matters known to such Borrower or to Holdings, that could reasonably
be expected to result in a Material Adverse Effect. None of the reports, financial statements,
certificates or other information furnished by or on behalf of any Loan Party to the Administrative
Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document
(as modified or supplemented by other information so furnished) contains any material misstatement
of fact or omits to state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that, with
respect to projected financial information, the Borrowers and Holdings represent only that such
information was prepared in good faith based upon assumptions believed to be reasonable at the time
delivered and, if such projected financial information was delivered prior to the Effective Date,
as of the Effective Date.




          SECTION 3.12. Material Agreements. All material agreements and contracts to which
any Loan Party is a party or is bound as of the date of this Agreement are listed on Schedule
3.12. No Loan Party






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is in default in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in (i) any material agreement to which it is a party or (ii) any
agreement or instrument evidencing or governing Material Indebtedness.




          SECTION 3.13. Solvency.





     (a) Immediately after the consummation of the Transactions to occur on the Effective
Date, (i) the fair value of the assets of the Loan Parties, on a consolidated basis, at a
fair valuation, will exceed its debts and liabilities, subordinated, contingent or
otherwise; (ii) the present fair saleable value of the property of the Loan Parties, on a
consolidated basis, will be greater than the amount that will be required to pay the
probable liability of their debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured; (iii) the Loan
Parties, on a consolidated basis, will be able to pay its debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become absolute and
matured; and (iv) the Loan Parties, on a consolidated basis, will not have unreasonably
small capital with which to conduct the business in which they are engaged as such business
is now conducted and is proposed to be conducted after the Effective Date.




     (b) The Loan Parties, on a consolidated basis, do not intend to incur debts beyond
their ability to pay such debts as they mature, taking into account the timing of and
amounts of cash to be received by the Loan Parties and the timing of the amounts of cash to
be payable on or in respect of their Indebtedness.



          SECTION 3.14. Insurance. Schedule 3.14 sets forth a description of all
insurance maintained by or on behalf of the Loan Parties as of the Effective Date. As of the
Effective Date, all premiums in respect of such insurance have been paid. The Loan Parties believe
that the insurance maintained by or on behalf of the Loans Parties is adequate.




          SECTION 3.15. Capitalization and Subsidiaries. Schedule 3.15 sets forth (a)
a correct and complete list of the name and relationship to Holdings of each and all of Holdings’
Subsidiaries, (b) a true and complete listing of each class of each of the Loan Parties’ authorized
Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid
and non-assessable, and owned beneficially and of record by the Persons identified on Schedule
3.15, and (c) the type of entity of each Loan Party. All of the issued and outstanding Equity
Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect
to such ownership interests) duly authorized and issued and is fully paid and non-assessable.




          SECTION 3.16. Security Interest in Collateral. The provisions of this Agreement and
the other Loan Documents create legal and valid Liens on all the Collateral in favor of the
Administrative Agent, for the benefit of the Administrative Agent and the Lenders, and such Liens
constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations,
enforceable against the applicable Loan Party and all third parties, and having priority over all
other Liens on the Collateral except in the case of (a) Permitted Encumbrances or other Liens
permitted pursuant to Section 6.02, to the extent any such Lien would have priority over the Liens
in favor of the Administrative Agent pursuant to any applicable law and (b) Liens perfected only by
possession (including possession of any certificate of title) to the extent the Administrative
Agent has not obtained or does not maintain possession of such Collateral.




          SECTION 3.17. Employment Matters. As of the Effective Date, there are no strikes,
lockouts or slowdowns against any Loan Party pending or, to the knowledge of the Borrowers,
threatened. Except as could not reasonably be expected to result in a Material Adverse Effect (a)
the hours worked by and payments made to employees of the Loan Parties have not been in violation
of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law
dealing with such matters, and (b) all payments due from any Loan Party, or for which any claim may
be made against any Loan Party, on account






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of wages and employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of such Loan Party.




          SECTION 3.18. Common Enterprise. The successful operation and condition of each of
the Loan Parties is dependent on the continued successful performance of the functions of the group
of the Loan Parties as a whole and the successful operation of each of the Loan Parties is
dependent on the successful performance and operation of each other Loan Party. Each Loan Party
expects to derive benefit (and its board of directors or other governing body has determined that
it may reasonably be expected to derive benefit), directly and indirectly, from (i) successful
operations of each of the other Loan Parties and (ii) the credit extended by the Lenders to the
Borrowers hereunder, both in their separate capacities and as members of the group of companies.
Each Loan Party has determined that execution, delivery, and performance of this Agreement and any
other Loan Documents to be executed by such Loan Party is within its purpose, will be of direct and
indirect benefit to such Loan Party, and is in its best interest.




ARTICLE IV.




Conditions



          SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of
the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on
which each of the following conditions is satisfied (or waived in accordance with Section 9.02):





     (a) Credit Agreement and Loan Documents. The Administrative Agent (or its
counsel) shall have received (i) from each party hereto either (A) a counterpart of this
Agreement signed on behalf of such party or (B) written evidence satisfactory to the
Administrative Agent (which may include facsimile transmission of a signed signature page of
this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly
executed copies of the Loan Documents and such other certificates, documents, instruments
and agreements as the Administrative Agent shall reasonably request in connection with the
transactions contemplated by this Agreement and the other Loan Documents, including any
promissory notes requested by Lenders pursuant to Section 2.10 payable to the order of each
such requesting Lender.




     (b) Financial Statements and Projections. The Lenders shall have received (i)
the Historical Financial Statements, and such financial statements shall not, in the
reasonable judgment of the Administrative Agent, reflect any material adverse change in the
consolidated financial condition of Holdings and its Subsidiaries, taken as a whole, since
December 31, 2008 and (ii) satisfactory projections through 2012.




     (c) Closing Certificates; Certified Certificate of Incorporation; Good Standing
Certificates. The Administrative Agent shall have received (i) a certificate of each
Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary,
which shall (A) certify the resolutions of its Board of Directors, members or other body
authorizing the execution, delivery and performance of the Loan Documents to which it is a
party, (B) identify by name and title and bear the signatures of the Financial Officers and
any other officers of such Loan Party authorized to sign the Loan Documents to which it is a
party, and (C) contain appropriate attachments, including the certificate or articles of
incorporation or organization of each Loan Party certified by the relevant authority of the
jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws
or operating, management or partnership agreement, and (ii) a long form good standing
certificate for each Loan Party from its jurisdiction of organization.




     (d) No Default Certificate. The Administrative Agent shall have received a
certificate, signed by the chief financial officer or treasurer of the Borrower
Representative, on the initial Borrowing date (i) stating that no Default has occurred and
is continuing, (ii) stating that the



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representations and warranties contained in Article III are true and correct as of such
date, and (iii) certifying any other factual matters as may be reasonably requested by the
Administrative Agent.




     (e) Fees. J.P. Morgan Securities, Inc. and JPMorgan Chase Bank, N.A. shall
have received all fees required to be paid by the Loan Parties on or before the Effective
Date, as separately agreed to by J.P. Morgan Securities Inc., JPMorgan Chase Bank, N.A. and
Holdings. The Lenders and the Administrative Agent shall have received all fees required to
be paid, and all expenses for which invoices have been presented (including the reasonable
fees and expenses of legal counsel), on or before the Effective Date. All such amounts will
be paid with proceeds of Loans made on the Effective Date and will be reflected in the
funding instructions given by the Borrower Representative to the Administrative Agent on or
before the Effective Date.




     (f) Lien Searches. The Administrative Agent shall have received the results of
a recent lien search in each of the jurisdictions where assets of the Loan Parties are
located, and such search shall reveal no liens on any of the assets of the Loan Parties
except for liens permitted by Section 6.02 or discharged on or prior to the Effective Date
pursuant to a pay-off letter or other documentation satisfactory to the Administrative
Agent.




     (g) Pay-Off Letter. The Administrative Agent shall have received satisfactory
pay-off letters for all existing Indebtedness to be repaid from the proceeds the initial
Borrowing, confirming that all Liens upon any of the property of the Loan Parties
constituting Collateral will be terminated concurrently with such payment and all letters of
credit issued or guaranteed as part of such Indebtedness shall have been cash collateralized
or supported by a Letter of Credit.




     (h) Funding Accounts. The Administrative Agent shall have received a notice
setting forth the deposit account(s) of the Borrowers (the “Funding Accounts”) to
which the Lender is authorized by the Borrowers to transfer the proceeds of any Borrowings
requested or authorized pursuant to this Agreement.




     (i) Customer List. The Administrative Agent shall have received a customer
list which is true, correct and complete in all material respects as of the Effective Date.




     (j) [Intentionally Omitted.]




     (k) Solvency. The Administrative Agent shall have received a solvency
certificate from a Financial Officer.




     (l) Borrowing Base Certificate. The Administrative Agent shall have received a
Borrowing Base Certificate which calculates the Borrowing Base as of September 26, 2009.




     (m) Closing Availability. After giving effect to all Borrowings to be made on
the Effective Date and the issuance of any Letters of Credit on the Effective Date and
payment of all fees and expenses due hereunder, and with all of the Loan Parties’
indebtedness, liabilities, and obligations current, the Borrowers’ Availability shall not be
less than $30,000,000.




     (n) Senior Secured Notes. The Administrative Agent shall have received final,
complete, fully executed copies of all Senior Secured Notes Documents. The Administrative
Agent shall have received a certificate from the chief financial officer or treasurer of
Holdings certifying that Holdings has received cash proceeds from the issuance of the Senior
Secured Notes on the Effective Date totaling not less than $207,000,000, which cash proceeds
shall have been applied to redeem or fully defease all Existing Senior Secured Notes, to
repay certain other outstanding Indebtedness of the Loan Parties and to pay certain
premiums, fees and expenses. The Administrative Agent shall have received a final,
complete, fully executed copy of the Intercreditor



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Agreement, which Intercreditor Agreement shall be in form and substance reasonably
satisfactory to the Administrative Agent.




     (o) Pledged Equity Interests; Powers; Pledged Notes. The Administrative Agent
shall have received (i) the certificates representing the Equity Interests pledged pursuant
to the Security Agreement, together with an undated power for each such certificate executed
in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note
(if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed
(without recourse) in blank (or accompanied by an executed transfer form in blank) by the
pledgor thereof; provided that the Loan Parties shall have 30 days following the Effective
Date to deliver the original certificates representing the Equity Interests of Foreign
Subsidiaries pledged pursuant to the Security Agreement, together with the executed undated
powers for each such certificate.




     (p) Filings, Registrations and Recordings. Each document (including any
Uniform Commercial Code financing statement) required by the Collateral Documents or under
law or reasonably requested by the Administrative Agent to be filed, registered or recorded
in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a
perfected Lien on the Collateral described therein, prior and superior in right to any other
Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in
proper form for filing, registration or recordation.




     (q) Legal Opinions. The Administrative Agent shall have received customary
legal opinions from counsel for the Loan Parties.




     (r) Insurance. The Administrative Agent shall have received evidence of
insurance coverage in form, scope, and substance reasonably satisfactory to the
Administrative Agent and otherwise in compliance with the terms of Section 5.09 and Section
4.12 of the Security Agreement.




     (s) Letter of Credit Application. The Administrative Agent shall have received
a properly completed letter of credit application (whether stand alone or pursuant to a
master agreement, as applicable) if the issuance of a Letter of Credit will be required on
the Effective Date.




     (t) Tax Withholding. The Administrative Agent shall have received a copy of a
properly completed and signed IRS Form W-9 for each Loan Party.




     (u) Other Documents. The Administrative Agent shall have received such other
documents as the Administrative Agent, the Issuing Bank, any Lender or their respective
counsel may have reasonably requested.


The Administrative Agent shall notify the Borrowers and the Lenders of the Effective Date, and such
notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02)
at or prior to 2:00 p.m., Chicago time, on November 25, 2009 (and, in the event such conditions are
not so satisfied or waived, the Commitments shall terminate at such time).




          SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the
occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of
Credit, is subject to the satisfaction of the following conditions:





     (a) The representations and warranties of the Borrowers set forth in this Agreement
shall be true and correct in all material respects (provided that if any representation or
warranty is by its terms qualified by concepts of materiality, such representation or
warranty shall be true and correct in all respects) on and as of the date of such Borrowing
or the date of issuance, amendment,



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renewal or extension of such Letter of Credit, as applicable (except that
representations or warranties that are made as of a specific earlier date shall be true and
correct in all material respects as of such earlier date), except to the extent of changes
resulting from transactions permitted by this Agreement.




     (b) At the time of and immediately after giving effect to such Borrowing or the
issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no
Default shall have occurred and be continuing.




     (c) After giving effect to any Borrowing or the issuance of any Letter of Credit,
Availability is not less than zero.


Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be
deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the
matters specified in paragraphs (a), (b) and (c) of this Section.



Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b)
of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may,
but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no
obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of
Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or
causing to be issued any such Letter of Credit is in the best interests of the Lenders.




ARTICLE V.




Affirmative Covenants



          Until the Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit
shall have expired or terminated and all LC Disbursements shall have been reimbursed, each Loan
Party executing this Agreement covenants and agrees, jointly and severally with all of the Loan
Parties, with the Lenders that:




          SECTION 5.01. Financial Statements; Borrowing Base and Other Information. The
Borrowers will furnish to the Administrative Agent and each Lender:





     (a) within 90 days after the end of each fiscal year of Holdings, Holdings’ audited
consolidated balance sheet and related statements of operations, stockholders’ equity and
cash flows as of the end of and for such year, setting forth in each case in comparative
form the figures for the previous fiscal year, all reported on by independent public
accountants of recognized national standing (without a “going concern” or like qualification
or exception and without any qualification or exception as to the scope of such audit) to
the effect that such consolidated financial statements present fairly in all material
respects the financial condition and results of operations of Holdings and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied,
accompanied by any management letter prepared by said accountants; provided,
however, that, so long as Holdings is required to file reports under Section 13 of
the Securities and Exchange Act of 1934, the requirements of this paragraph shall be deemed
satisfied by the delivery to the Administrative Agent by electronic transmission of the
Annual Report of Holdings on Form 10-K for such fiscal year, signed by the duly authorized
officer or officers of Holdings;




     (b) within 45 days after the end of each of the first three fiscal quarters of
Holdings, Holdings’ consolidated balance sheet and related statements of operations as of
the end of and for such fiscal quarter and the then elapsed portion of the fiscal year and
cash flows for the then elapsed portion of the fiscal year, setting forth in each case in
comparative form the figures for the



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corresponding period or periods of (or, in the case of the balance sheet, as of the end
of) the previous fiscal year, all certified by one of the Financial Officers of Holdings as
presenting fairly in all material respects the financial condition and results of operations
of Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied, subject to (i) normal year-end audit adjustments and the absence
of footnotes and (ii) those exceptions to GAAP as shall be expressly identified in such
financial statements; provided, however, that, so long as Holdings is
required to file reports under Section 13 of the Securities and Exchange Act of 1934, the
requirements of this paragraph shall be deemed satisfied by the delivery to the
Administrative Agent by electronic transmission of the Quarterly Report of Holdings on Form
10-Q for the relevant fiscal quarter, signed by the duly authorized officer or officers of
Holdings;




     (c) within 30 days after the end of each fiscal month of Holdings, Holdings’
consolidated balance sheet and related statements of operations as of the end of and for
such fiscal month and the then elapsed portion of the fiscal year and cash flows for the
then elapsed portion of the fiscal year, setting forth in each case in comparative form the
figures for the corresponding period or periods of (or, in the case of the balance sheet, as
of the end of) the previous fiscal year, all certified by one of its Financial Officers as
presenting fairly in all material respects the financial condition and results of operations
of Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied, subject to (i) normal year-end audit adjustments and the absence
of footnotes and (ii) those exceptions to GAAP as shall be expressly identified in such
financial statements;




     (d) concurrently with any delivery of financial statements under clause (a) or (b) or
(c) above, a certificate of a Financial Officer of Holdings in substantially the form of
Exhibit C (i) certifying, in the case of the financial statements delivered under
clause (b) or (c), as presenting fairly in all material respects the financial condition and
results of operations of Holdings and its consolidated Subsidiaries on a consolidated basis
in accordance with GAAP consistently applied, subject to (i) normal year-end audit
adjustments and the absence of footnotes and (ii) those exceptions to GAAP as shall be
expressly identified in such financial statements, (ii) certifying as to whether a Default
has occurred and, if a Default has occurred, specifying the details thereof and any action
taken or proposed to be taken with respect thereto, (iii) if, as of the last day of the
fiscal period covered by such financial statements, (x) the Borrowers had LC Exposure equal
to or in excess of $20,000,000 or (y) any Revolving Loans were outstanding, setting forth
reasonably detailed calculations of the Fixed Charge Coverage Ratio (regardless of whether a
Fixed Charge Coverage Covenant Period is in effect), (iv) certifying as to the Loan Parties’
compliance with Sections 6.04(c), 6.04(d) and 6.04(e) and setting forth reasonably detailed
calculations of Available Liquidity during the period of two consecutive fiscal quarters
most recently ended, and (v) stating whether any change in GAAP or in the application
thereof has occurred since the date of the audited financial statements referred to in
Section 3.04 and, if any such change has occurred, specifying the effect of such change on
the financial statements accompanying such certificate;




     (e) [intentionally omitted];




     (f) as soon as available, but in any event not later than 30 days after the first day
of each fiscal year of Holdings, a copy of the plan and forecast (including a projected
consolidated and consolidating balance sheet, income statement and funds flow statement) for
each of Holdings and its Subsidiaries, for each month of such fiscal year (the
“Projections”) in form reasonably satisfactory to the Administrative Agent;




     (g) as soon as available but in any event within 20 days of the end of each fiscal
month (or, during any Availability Trigger Period, by Wednesday of each week), and at such
other times as may be requested by the Administrative Agent, as of the period then ended, a
Borrowing Base



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Certificate and supporting information in connection therewith, together with any
additional reports with respect to the Borrowing as the Administrative Agent may reasonably
request;




     (h) as soon as available but in any event within 20 days of the end of each fiscal
month (or during any Availability Trigger Period, by Wednesday of each week) and at such
other times as may be requested by the Administrative Agent, as of the period then ended,
all delivered electronically in a text formatted file acceptable to the Administrative
Agent:




     (i) a detailed aging of the Borrowers’ Accounts (1) including all invoices aged
by invoice date and due date (with an explanation of the terms offered) and (2)
reconciled to the Borrowing Base Certificate delivered as of such date prepared in a
manner reasonably acceptable to the Administrative Agent, together with a summary
specifying the name, address, and balance due for each Account Debtor;




     (ii) a schedule detailing the Borrowers’ Inventory, in form satisfactory to the
Administrative Agent, (1) by location (showing Inventory in transit, any Inventory
located with a third party under any consignment, bailee arrangement, or warehouse
agreement), by class (raw material, work-in-process and finished goods), by product
type, and by volume on hand, which Inventory shall be valued at the lower of cost
(determined on a first-in, first-out basis) or market and adjusted for Reserves as
the Administrative Agent has previously indicated to the Borrower Representative are
deemed by the Administrative Agent to be appropriate, (2) including a report of any
variances or other results of Inventory counts performed by the Borrowers since the
last Inventory schedule (including information regarding sales or other reductions,
additions, returns, credits issued by Borrowers and complaints and claims made
against the Borrowers), and (3) reconciled to the Borrowing Base Certificate
delivered as of such date;




     (iii) a worksheet of calculations prepared by the Borrowers to determine
Eligible Accounts and Eligible Inventory, such worksheets detailing the Accounts and
Inventory excluded from Eligible Accounts and Eligible Inventory and the reason for
such exclusion;




     (iv) a reconciliation of the Borrowers’ Accounts and Inventory between the
amounts shown in the Borrowers’ general ledger and financial statements and the
reports delivered pursuant to clauses (i) and (ii) above; and




     (v) a reconciliation of the loan balance per the Borrowers’ general ledger to
the loan balance under this Agreement;




     (i) as soon as available but in any event within 20 days of the end of each fiscal
month and at such other times as may be requested by the Administrative Agent, as of the
month then ended, a schedule and aging of the Borrowers’ accounts payable, delivered
electronically in a text formatted file acceptable to the Administrative Agent;




     (j) as soon as available but in any event, on or prior to March 31 of each year, and at
such other times as may be requested by the Administrative Agent, a list of all customer
addresses, delivered electronically in a text formatted file acceptable to the
Administrative Agent;




     (k) promptly upon the Administrative Agent’s request:




     (i) copies of invoices in connection with the invoices issued by the Borrowers
in connection with any Accounts, credit memos, shipping and delivery documents, and
other information related thereto;



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     (ii) copies of purchase orders, invoices, and shipping and delivery documents in
connection with any Inventory or Equipment purchased by any Loan Party; and




     (iii) a schedule detailing the balance of all intercompany accounts of the Loan
Parties;




     (iv) copies of all tax returns filed by any Loan Party with the U.S. Internal
Revenue Service;




     (l) on or prior to March 31 of each year, a certificate of good standing for each Loan
Party from the appropriate governmental officer in its jurisdiction of incorporation,
formation, or organization; and




     (m) promptly following any request therefor, such other information regarding the
operations, business affairs and financial condition of any Borrower or any Subsidiary, or
compliance with the terms of this Agreement, as the Administrative Agent or any Lender may
reasonably request.



          SECTION 5.02. Notices of Material Events. The Borrowers will furnish to the
Administrative Agent and each Lender prompt written notice of the following:





     (a) the occurrence of any Default;




     (b) the occurrence of any default or similar event under the Senior Secured Notes
Indenture;




     (c) receipt of any notice of any governmental investigation or any litigation or
proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess
of $5,000,000, (ii) seeks injunctive relief, the effect of which could reasonably be
expected to have a Material Adverse Effect, (iii) is asserted or instituted against any
Plan, its fiduciaries or its assets, the effect of which could reasonably be expected to
have a Material Adverse Effect, (iv) alleges criminal misconduct by any Loan Party, (v)
alleges the violation of any law regarding, or seeks remedies in connection with, any
Environmental Laws, the effect of which could reasonably be expected to have a Material
Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in
excess of $5,000,000, or (vii) involves any product recall with respect to Inventory having
an aggregate value in excess of $5,000,000;




     (d) any Lien (other than Permitted Encumbrances or any Lien permitted Section 6.02(h))
or claim made or asserted against Collateral having an aggregate value in excess of
$2,500,000;




     (e) any loss, damage, or destruction to the Collateral in the amount of $2,500,000 or
more, whether or not covered by insurance;




     (f) any and all default notices received under or with respect to any leased location
or public warehouse where Collateral in excess of $2,500,000 is located (which shall be
delivered within two Business Days after receipt thereof);




     (g) all material amendments or supplements to the Senior Secured Notes Documents,
together with a copy of each such amendment or supplement;




     (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a
Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or
amendments thereto (which shall be delivered within two Business Days);



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     (i) the occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in liability of the
Borrowers and their Subsidiaries in an aggregate amount exceeding $2,500,000;




     (j) the delivery by any Loan Party of a notice to the Senior Secured Notes Trustee
under the Senior Secured Notes Indenture, together with a copy of such notice; and




     (k) any other development that results in, or could reasonably be expected to result
in, a Material Adverse Effect.


Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer
or other executive officer of the Borrower Representative setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken with respect
thereto.




          SECTION 5.03. Existence; Conduct of Business. Each Loan Party will (a) do or cause
to be done all things necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, qualifications, licenses, permits, franchises, governmental
authorizations, intellectual property rights, licenses and permits material to the conduct of its
business, and maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation, dissolution or other transaction permitted under Section 6.03, 6.05 or
6.09 or under Section 4.15 of the Security Agreement and (b) carry on and conduct its business in
substantially the same manner and in substantially the same fields of enterprise as it is presently
conducted.




          SECTION 5.04. Payment of Obligations. Each Loan Party will pay or discharge all
Material Indebtedness and all other material liabilities and obligations, including Taxes, before
the same shall become delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (b) such Loan Party has set aside on its
books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make
payment pending such contest could not reasonably be expected to result in a Material Adverse
Effect.




          SECTION 5.05. Maintenance of Properties. Each Loan Party will keep and maintain all
property material to the conduct of its business in good working order and condition, ordinary wear
and tear excepted.




          SECTION 5.06. Books and Records; Inspection Rights. Each Loan Party will (i) keep
proper books of record and account in which full, true and correct entries are made of all dealings
and transactions in relation to its business and activities and (ii) permit any representatives
designated by the Administrative Agent or any Lender (including employees of the Administrative
Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the
Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to
examine and make extracts from its books and records, including environmental assessment reports
and Phase I or Phase II studies, and to discuss its affairs, finances and condition with its
officers and independent accountants, all at such reasonable times and as often as reasonably
requested. After the occurrence and during the continuance of an Event of Default, each Loan Party
shall provide the Administrative Agent and each Lender with access to its suppliers. The Loan
Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may
prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for
internal use by the Administrative Agent and the Lenders.




          SECTION 5.07. Compliance with Laws. Each Loan Party will comply with all
Requirements of Law applicable to it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.







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          SECTION 5.08. Use of Proceeds. The proceeds of the Loans will be used only for (a)
the repayment of certain outstanding Indebtedness and (b) for working capital, Permitted
Acquisitions and general corporate purposes. No part of the proceeds of any Loan and no Letter of
Credit will be used, whether directly or indirectly, for any purpose that entails a violation of
any of the Regulations of the Board, including Regulations T, U and X.




          SECTION 5.09. Insurance. Each Loan Party will maintain with financially sound and
reputable carriers having a financial strength rating of at least A- by A.M. Best Company (a)
insurance in such amounts (with no greater risk retention) and against such risks (including loss
or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other
criminal activities; business interruption; and general liability) and such other hazards, as is
customarily maintained by companies of established repute engaged in the same or similar businesses
operating in the same or similar locations and (b) all insurance required pursuant to the
Collateral Documents. The Borrowers will furnish to the Lenders, upon request of the
Administrative Agent, information in reasonable detail as to the insurance so maintained.




          SECTION 5.10. Casualty and Condemnation. The Borrowers will ensure that the Net
Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or
otherwise) are collected and applied in accordance with the applicable provisions of this Agreement
and the Collateral Documents.




          SECTION 5.11. Appraisals and Field Examinations.





     (a) In the event the Administrative Agent so requests in its Permitted Discretion, the
Loan Parties will provide the Administrative Agent with appraisals or updates thereof of the
Loan Parties’ Inventory, not more frequently than once (or during an Availability Trigger
Period, twice) during each period of twelve consecutive months, such appraisals and updates
to be from an appraiser selected and engaged by the Administrative Agent, and prepared on a
basis satisfactory to the Administrative Agent, and to include, without limitation,
information required by applicable law and regulations. Notwithstanding the foregoing,
there shall be no limitation on the number of Inventory appraisals if an Event of Default
shall have occurred and be continuing. All such appraisals shall be at the sole expense of
the Loan Parties. For purposes of this Section 5.11(a), it is understood and agreed that a
single Inventory appraisal may consist of appraisals conducted at multiple relevant sites
and involve one or more Loan Parties.




     (b) At the request of the Administrative Agent, the Loan Parties will permit the
Administrative Agent to conduct field examinations during normal business hours to ensure
the adequacy of Collateral included in the Borrowing Base and related reporting and control
systems. Two such field examinations per calendar year shall be at the sole expense of the
Loan Parties, provided that there shall be no limitation on the number or frequency of field
examinations at the sole expense of the Borrowers if an Event of Default shall have occurred
and be continuing. This Section 5.11(b) shall not be construed to limit the Administrative
Agent’s right to conduct field examinations with greater frequencies at any time in the
Administrative Agent’s Permitted Discretion at the expense of the Lenders. For purposes of
this Section 5.11(b), it is understood and agreed that a single field examination may
consist of examinations conducted at multiple relevant sites and involve one or more Loan
Parties.



          SECTION 5.12. Depository Banks; Control Agreements.





     (a) The Loan Parties will at all times from and after February 23, 2010, maintain the
Cash Management Bank as their principal depository bank, including for the maintenance of
operating, administrative, cash management, collection activity, and other Deposit Accounts
for the conduct of their business.



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     (b) As soon as practicable but in any event not later than February 23, 2010, the Loan
Parties shall (i) establish the Cash Management Bank as their principal depository bank,
including for the maintenance of operating, administrative, cash management, collection
activity, and other Deposit Accounts for the conduct of their business, (ii) cause the Cash
Management Bank to enter into a Control Agreement with respect to all Deposit Accounts and
Securities Accounts (other than Excluded Accounts) maintained by the Loan Parties with the
Cash Management Bank and (iii) to the extent that the Loan Parties will continue to maintain
any Deposit Accounts or Securities Accounts (other than Excluded Accounts) at any depository
bank or other institution other than the Cash Management Bank from and after February 23,
2010, cause each such other depositary bank or institution to enter into a Control Agreement
with respect to such Deposit Account or Securities Account; provided that, in the
event the Loan Parties are not able to obtain a Control Agreement with respect to any
Deposit Account or Securities Account (other than Excluded Accounts) described in this
clause (iii) as of February 23, 2010, then, unless waived by the Administrative Agent, not
later than March 25, 2010, the Loan Parties shall close each such Deposit Account or
Securities Account (other than an Excluded Account) for which a Control Agreement was not
obtained, and shall transfer all cash or securities (or proceeds thereof) maintained in such
accounts to new Deposit Accounts or Securities Accounts maintained with a depository bank,
securities broker, securities intermediary or other financial institution that is a party to
a Control Agreement.




     (c) The Loan Parties will (i) provide prompt written notice to the Administrative Agent
of the establishment of any Deposit Account or Securities Account after the Effective Date
and (ii) contemporaneous with the establishment of such Deposit Account or Securities
Account (other than an Excluded Account), obtain a Control Agreement with respect to such
Deposit Account or Securities Account. The Loan Parties will not change the Cash Management
Bank without the prior written consent of the Administrative Agent.




     (d) At all times (i) during the continuance of an Availability Trigger Period and (ii)
during the continuance of an Event of Default, Loan Parties shall be subject to full cash
dominion (“Full Cash Dominion”), such that the Cash Management Bank shall be
required to remit to the Collection Account on a daily basis (A) all available funds on
deposit in any Deposit Account (other than an Excluded Account) maintained by the Loan
Parties with the Cash Management Bank and (B) all cash, checks, electronic funds transfers
and other similar payments relating to or constituting payments made in respect of Accounts
of the Loan Parties received by the Cash Management Bank, including any such items remitted
to any Lock Box maintained or controlled by the Cash Management Bank.



          SECTION 5.13. Additional Collateral; Further Assurances.





     (a) Subject to applicable law, each Borrower and each Subsidiary that is a Loan Party
shall cause each of its Domestic Subsidiaries formed or acquired after the date of this
Agreement in accordance with the terms of this Agreement to become a Loan Party by executing
the Joinder Agreement set forth as Exhibit D hereto (the “Joinder
Agreement”). Upon execution and delivery thereof, each such Person (i) shall
automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights,
benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will
grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the
Lenders, in any property of such Loan Party which constitutes Collateral, including any
parcel of real property located in the U.S. owned by any Loan Party having a fair market
value in excess of $2,500,000.




     (b) Each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the
issued and outstanding Equity Interests of each of its Domestic Subsidiaries and (ii) 65% of
the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas.
Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not
entitled to vote (within



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the meaning of Treas. Reg. Section 1.956-2(c)(2) in each Foreign Subsidiary directly
owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first
priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and
conditions of the Loan Documents or other security documents as the Administrative Agent
shall reasonably request.




     (c) Without limiting the foregoing, each Loan Party will, and will cause each Domestic
Subsidiary to, execute and deliver, or cause to be executed and delivered, to the
Administrative Agent such documents, agreements and instruments, and will take or cause to
be taken such further actions (including the filing and recording of financing statements,
fixture filings, mortgages, deeds of trust and other documents and such other actions or
deliveries of the type required by Section 4.01, as applicable), which may be required by
law or which the Administrative Agent may, from time to time, reasonably request to carry
out the terms and conditions of this Agreement and the other Loan Documents and to ensure
perfection and priority of the Liens created or intended to be created by the Collateral
Documents, all at the expense of the Loan Parties.




     (d) If any material assets (including any parcel of real property or improvements
thereto having a fair market value in excess of $2,500,000 or any interest therein) are
acquired by any Borrower or any Subsidiary that is a Loan Party after the Effective Date
(other than assets constituting Collateral under the Security Agreement that become subject
to the Lien in favor of the Security Agreement upon acquisition thereof), the Borrower
Representative will notify the Administrative Agent and the Lenders thereof, and, within 90
days after the consummation of such acquisition, the Borrowers will cause such assets to be
subjected to a Lien securing the Secured Obligations and will take, and cause the Subsidiary
Loan Parties to take, such actions as shall be necessary or reasonably requested by the
Administrative Agent to grant and perfect such Liens, including actions described in
paragraph (c) of this Section, all at the expense of the Loan Parties.



          SECTION 5.14. Collateral Access Agreements. The Loan Parties shall use commercially
reasonable efforts to deliver to the Administrative Agent any Collateral Access Agreements required
pursuant to the Security Agreement, in each case, in form and substance reasonably acceptable to
the Administrative Agent.




          SECTION 5.15. Existing Real Estate Collateral. Within 90 days after the Effective
Date, the Loan Parties shall deliver, or cause to be delivered, to the Administrative Agent the
following items with respect to each parcel of real property listed on Schedule 5.15 hereto
(each such property, a “Mortgaged Property”):





     (a) a Mortgage with respect to such property, in each case, in form and substance
reasonably satisfactory to the Administrative Agent;




     (b) evidence reasonably satisfactory to the Administrative Agent that a counterpart of
the Mortgage with respect to such property has been recorded in the place necessary, in the
Administrative Agent’s judgment, to create a valid and enforceable first priority Lien in
favor of the Administrative Agent for the benefit of itself and the Lenders;




     (c) an ALTA or other mortgagee’s title policy with respect to such property (together
with endorsements thereto), all in form and substance reasonably satisfactory to the
Administrative Agent;




     (d) to the extent that the Loan Parties have an existing ALTA survey with respect to
such property in their possession, a copy of such ALTA survey;




     (e) an opinion of counsel in the state in which such parcel of real property is located
in form and substance and from counsel reasonably satisfactory to the Administrative Agent;



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     (f) if any such parcel of real property is determined by the Administrative Agent to be
in a flood zone, a flood notification form signed by the Borrower Representative and
evidence that flood insurance is in place for the building and contents, all in form and
substance satisfactory to the Administrative Agent;




     (g) environmental review reports in the possession of the Loan Parties with respect to
each such property, which review reports shall be acceptable to the Administrative Agent,
together with an indication of the Loan Parties’ plans with respect to any environmental
hazards or liabilities identified in any such environmental review report);




     (h) a hazardous materials indemnity agreement in form and substance reasonably
satisfactory to the Administrative Agent; and




     (i) such other information, documentation, and certifications as may be reasonably
required by the Administrative Agent.



          SECTION 5.16. Initial Appraisals and Field Examinations. Within 30 days
after the Effective Date, (a) the Loan Parties shall deliver, or cause to be delivered, to the
Administrative Agent (i) appraisals of the Borrowers’ Inventory from appraisers reasonably
satisfactory to the Administrative Agent and (ii) copies of existing appraisals in the possession
of the Loan Parties with respect to each of the Mortgaged Properties and (b) the Administrative
Agent shall have completed its field examinations of the Borrowers’ books, records, Accounts,
Inventory and other Collateral.




ARTICLE VI.




Negative Covenants



          Until the Commitments have expired or terminated and the principal of and interest on each
Loan and all fees, expenses and other amounts payable under any Loan Document have been paid in
full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been
reimbursed, the Loan Parties covenant and agree, jointly and severally, with the Lenders that:




          SECTION 6.01. Indebtedness. No Loan Party will create, incur or suffer to exist any
Indebtedness, except:





     (a) the Secured Obligations;




     (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and
extensions, renewals and replacements of any such Indebtedness in accordance with clause (f)
hereof;




     (c) Indebtedness of (i) any Loan Party to any other Loan Party and (ii) any Loan Party
to any Subsidiary that is not a Loan Party; provided that Indebtedness of any Loan
Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured
Obligations on terms reasonably satisfactory to the Administrative Agent;




     (d) Guarantees by (i) any Loan Party of Indebtedness of any other Loan Party and (ii)
any Loan Party of Indebtedness of any Subsidiary that is not a Loan Party; provided
that (x) the Indebtedness so Guaranteed is permitted by this Section 6.01, (y) Guarantees by
any Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject
to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated
to the Secured Obligations of the applicable Subsidiary on the same terms as the
Indebtedness so Guaranteed is subordinated to the Secured Obligations;



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     (e) Indebtedness of any Loan Party incurred to finance the acquisition, construction or
improvement of any fixed or capital assets (whether or not constituting purchase money
Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in
connection with the acquisition of any such assets or secured by a Lien on any such assets
prior to the acquisition thereof, and extensions, renewals and replacements of any such
Indebtedness in accordance with clause (f) hereof; provided that (i) such
Indebtedness is incurred prior to or within 90 days after such acquisition or the completion
of such construction or improvement and (ii) the aggregate principal amount of Indebtedness
permitted by this clause (e) shall not exceed $15,000,000 at any time outstanding;




     (f) Indebtedness which represents an extension, refinancing, or renewal of any of the
Indebtedness described in clauses (b) and (e), (j) and (k) hereof;
provided that, (i) the principal amount of such Indebtedness is not increased, (ii) the
interest rate of such refinancing, renewal or extension Indebtedness is not greater than the
rate generally available in the market at the time of such extension, refinancing or renewal
for similar instruments of Indebtedness having a similar tenor, (iii) any Liens securing
such Indebtedness are not extended to any additional property of any Loan Party (other than
additional immaterial property), (iv) no Loan Party that is not originally obligated with
respect to repayment of such Indebtedness is required to become obligated with respect
thereto, (v) such extension, refinancing or renewal does not result in a shortening of the
average weighted maturity of the Indebtedness so extended, refinanced or renewed, (vi) the
terms of any such extension, refinancing, or renewal are not less favorable in any material
respect to the obligor thereunder than the original terms of such Indebtedness, (vii) if the
Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment
to the Secured Obligations, then the terms and conditions of the refinancing, renewal, or
extension Indebtedness must include subordination terms and conditions that are at least as
favorable in all material respects, taken as a whole, to the Administrative Agent and the
Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness
and (viii) in the case of any refinancing, renewal, or extension of Indebtedness permitted
under Section 6.01(k), such refinancing, renewal, or extension Indebtedness shall be subject
to the terms of the Intercreditor Agreement;




     (g) Indebtedness owed to any person providing workers’ compensation, health, disability
or other employee benefits or property, casualty or liability insurance, pursuant to
reimbursement or indemnification obligations to such person, and Indebtedness in respect of
self-insurance obligations, in each case incurred in the ordinary course of business;




     (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal
bonds, surety bonds and similar obligations, in each case provided in the ordinary course of
business;




     (i) Indebtedness arising in connection with endorsement of instruments for deposit in
the ordinary course of business consistent with past practices;




     (j) Indebtedness of any Person that becomes a Subsidiary after the date hereof;
provided that such Indebtedness exists at the time such Person becomes a Subsidiary
and is not created in contemplation of or in connection with such Person becoming a
Subsidiary;




     (k) Indebtedness incurred by the Loan Parties in respect of (i) the Senior Secured
Notes bearing interest at a rate of 8.125% issued on the Effective Date in the aggregate
principal amount of $210,000,000 and (ii) any additional Senior Secured Notes issued after
the Effective Date in accordance with the terms of the Senior Secured Notes Documents
(provided that any such issuance of additional Senior Secured Notes shall comply
with Section 4.09(a) of the Senior Secured Notes Indenture);



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     (l) Indebtedness arising from the honoring by a bank or other financial institution of
a check, draft or similar instrument inadvertently drawn against insufficient funds, so long
as such Indebtedness does not remain outstanding for more than 5 Business Days; and




     (m) other unsecured Indebtedness in an aggregate principal amount not exceeding
$15,000,000 at any time outstanding.



          SECTION 6.02. Liens. No Loan Party will create, incur, assume or permit to exist any
Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income
or revenues (including accounts receivable) or rights in respect of any thereof, except:





     (a) Liens securing the Secured Obligations;




     (b) Permitted Encumbrances;




     (c) any Lien on any property or asset of any Loan Party existing on the date hereof and
set forth in Schedule 6.02; provided that (i) such Lien shall not apply to
any other property or asset of such Borrower or Subsidiary and (ii) such Lien shall secure
only those obligations which it secures on the date hereof and extensions, renewals and
replacements thereof that do not increase the outstanding principal amount thereof;




     (d) Liens on fixed or capital assets acquired, constructed or improved by any Borrower
or any Subsidiary; provided that (i) such security interests secure Indebtedness
permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness
secured thereby are incurred prior to or within 90 days after such acquisition or the
completion of such construction or improvement, (iii) the Indebtedness secured thereby does
not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital
assets and (iv) such security interests shall not apply to any other property or assets of
such Loan Party or any other Loan Party;




     (e) any Lien existing on any property or asset (other than Accounts and Inventory)
prior to the acquisition thereof by any Loan Party or existing on any property or asset
(other than Accounts and Inventory) of any Person that becomes a Loan Party after the date
hereof prior to the time such Person becomes a Loan Party; provided that (i) such
Lien is not created in contemplation of or in connection with such acquisition or such
Person becoming a Loan Party, as the case may be, (ii) such Lien shall not apply to any
other property or assets of the Loan Party and (iii) such Lien shall secure only those
obligations which it secures on the date of such acquisition or the date such Person becomes
a Loan Party, as the case may be and extensions, renewals and replacements thereof that do
not increase the outstanding principal amount thereof;




     (f) Liens of a collecting bank arising in the ordinary course of business under Section
4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only
the items being collected upon;




     (g) Liens arising out of sale and leaseback transactions permitted by Section 6.06;




     (h) Liens securing the Indebtedness permitted pursuant to Section 6.01(k) (subject to
the terms of the Intercreditor Agreement);




     (i) Liens securing the Indebtedness permitted pursuant to Section 6.01(f); and




     (j) Liens on specific items of Inventory or other goods and proceeds of any Loan Party
securing such Loan Party’s obligations in respect of bankers’ acceptances issued or created
for the account of such Person to facilitate the purchase shipment or storage of such
inventory or other goods.



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Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 6.02 may at any
time attach to any Loan Party’s (1) Accounts, other than those permitted under clause (a) of the
definition of Permitted Encumbrance and clauses (a) and (h) above and (2) Inventory, other than
those permitted under clauses (a) and (b) of the definition of Permitted Encumbrance and clauses
(a) and (h) above.




          SECTION 6.03. Fundamental Changes.





     (a) Except as permitted by Section 6.05(b) or 6.09 of this Agreement or Section 4.15 of
the Security Agreement, no Loan Party will merge into or consolidate with any other Person,
or permit any other Person to merge into or consolidate with it, or liquidate or dissolve,
except that, if at the time thereof and immediately after giving effect thereto no Event of
Default shall have occurred and be continuing (i) any Person may merge into a Borrower in a
transaction in which the surviving entity is a Borrower or another Person organized or
existing under the laws of the United States of America, any State thereof or the District
of Columbia and such Person expressly assumes, in writing, all the obligations of the
Borrowers under the Loan Documents and (ii) any Person may merge into any Loan Party in a
transaction in which the surviving entity is or becomes a Loan Party concurrently with such
merger; provided that any such merger involving a Person that is not a wholly owned
Subsidiary immediately prior to such merger shall not be permitted unless also permitted by
Section 6.04.




     (b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage in any
business other than businesses of the type conducted by the Loan Parties on the date of
execution of this Agreement and businesses reasonably related thereto.




     (c) No Loan Party shall sell, assign, distribute or otherwise transfer any of its
material operating assets to Holdings; provided that this Section 6.03(c) shall not
limit the ability of any Loan Party to make Restricted Payments to Holdings in accordance
with the terms of Section 6.08.



          SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. No Loan
Party will purchase, hold or acquire (including pursuant to any merger with any Person that was not
a Loan Party and a wholly owned Subsidiary prior to such merger) any capital stock, evidences of
indebtedness or other securities (including any option, warrant or other right to acquire any of
the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of,
or make or permit to exist any investment or any other interest in, any other Person, or purchase
or otherwise acquire (in one transaction or a series of transactions) any assets of any other
Person constituting a business unit (whether through purchase of assets, merger or otherwise),
except:





     (a) Permitted Investments (subject to the requirements set forth in Section 5.12
regarding Control Agreements (other than Permitted Investments maintained in Excluded
Accounts) or otherwise subject to a perfected security interest in favor of the
Administrative Agent for the benefit of the Lenders or otherwise subject to a perfected
security interest in favor of the Administrative Agent for the benefit of the Lenders in
accordance with the terms of this Agreement) and Permitted Acquisitions;




     (b) investments in existence on the date of this Agreement and described in
Schedule 6.04;




     (c) investments by the Loan Parties in Equity Interests in their respective
Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall
be pledged pursuant to the Security Agreement (subject to the limitations applicable to
common stock of a Foreign Subsidiary referred to in Section 5.12) and (B) with respect to
investments made after the Closing Date, Available Liquidity during the period of two
consecutive fiscal quarters most recently ended prior to



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the making of such investment, determined as if such investment had been made on the
first day of such period, shall equal or exceed $35,000,000;




     (d) loans or advances made by (i) any Loan Party to any other Loan Party and (ii) any
Loan Party to any Subsidiary that is not a Loan Party, provided, that with respect
to any loans or advances made by Loan Parties to Subsidiaries that are not Loan Parties
after the Closing Date, Available Liquidity during the period of two consecutive fiscal
quarters most recently ended prior to the making of such loan or advance, determined as if
such loan or advance had been made on the first day of such period, shall equal or exceed
$35,000,000;




     (e) Guarantees constituting Indebtedness permitted by Section 6.01, provided
that with respect to any Guarantees by Loan Parties of Indebtedness of Subsidiaries that are
not Loan Parties entered into after the Closing Date, Available Liquidity during the period
of two consecutive fiscal quarters most recently ended prior to the date any Loan Party
enters into any such Guarantee, determined as if such Guarantee had been entered into on the
first day of such period, shall equal or exceed $35,000,000;




     (f) loans or advances made by a Loan Party to its employees on an arms-length basis in
the ordinary course of business consistent with past practices for travel and entertainment
expenses, relocation costs and similar purposes up to a maximum of $2,000,000 in the
aggregate at any one time outstanding;




     (g) subject to Sections 4.2(a) and 4.4 of the Security Agreement, notes payable, or
stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated
agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary
course of business, consistent with past practices;




     (h) investments in the form of Swap Agreements permitted by Section 6.07;




     (i) investments of any Person existing at the time such Person becomes a Domestic
Subsidiary of a Loan Party or consolidates or merges with a Loan Party (including in
connection with a permitted acquisition) so long as such investments were not made in
contemplation of such Person becoming a Subsidiary or of such merger;




     (j) investments received in connection with the dispositions of assets permitted by
Section 6.05;




     (k) investments constituting deposits described in clauses (c) and (d) of the
definition of the term “Permitted Encumbrances;”




     (l) advances to suppliers and customers in the ordinary course of business, consistent
with past practices;




     (m) Investments in securities of any trade creditor or customer received pursuant to
any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such
trade creditor or customer in exchange for a claim against such trade creditor or customer;




     (n) Investments consisting of redemptions, repurchases and exchanges of the Senior
Secured Notes, to the extent permitted under Section 6.08(b); and




     (o) other Investments made after the Effective Date (excluding Investments in Foreign
Subsidiaries, which shall be subject to the limitations set forth in clauses (c), (d) and
(e) of this Section 6.04) having an aggregate fair market value (measured on the date such
Investment was



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made and without giving effect to subsequent changes in value), when taken together
with all other Investments made pursuant to this clause (o) which are then outstanding, not
to exceed $20,000,000.



          SECTION 6.05. Asset Sales. No Loan Party will sell, transfer, lease or otherwise
dispose of any asset, including any Equity Interest owned by it, nor will any Subsidiary that is a
Loan Party issue any additional Equity Interest in such Subsidiary (other than to another Loan
Party in compliance with Section 6.04), except:





     (a) sales, transfers and dispositions of (i) inventory in the ordinary course of
business and (ii) used, obsolete, worn out or surplus equipment or property in the ordinary
course of business;




     (b) sales, transfers and dispositions to Holdings or any Subsidiary, provided
that (i) any such sales, transfers or dispositions involving a Subsidiary that is not a Loan
Party shall be made in compliance with Section 6.09 and (ii) no Loan Party shall consummate
any sale, transfer or other disposition to Holdings in violation of Section 6.03(c);




     (c) sales, transfers and dispositions of accounts receivable in connection with the
compromise, settlement or collection thereof;




     (d) sales, transfers and dispositions of Permitted Investments and other investments
permitted by clauses (i) and (k) of Section 6.04;




     (e) sale and leaseback transactions permitted by Section 6.06;




     (f) dispositions resulting from any casualty or other insured damage to, or any taking
under power of eminent domain or by condemnation or similar proceeding of, any property or
asset of any Borrower or any Subsidiary; and




     (g) sales, transfers and other dispositions of assets (other than Equity Interests in a
Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted
by any other paragraph of this Section, provided that the aggregate fair market
value of all assets sold, transferred or otherwise disposed of pursuant to this paragraph
(g), together with all assets sold, transferred or otherwise disposed of pursuant to clause
(b) of Section 6.06, shall not exceed $15,000,000 during any fiscal year of the Borrowers;


provided that all sales, transfers, leases and other dispositions permitted hereby (other
than those permitted by paragraphs (b) and (f) above) shall be made for fair value and for at least
75% cash consideration.




          SECTION 6.06. Sale and Leaseback Transactions. No Loan Party will, enter into any
arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter
rent or lease such property or other property that it intends to use for substantially the same
purpose or purposes as the property sold or transferred, except for (a) any such sale of any fixed
or capital assets by any Borrower that is made for cash consideration in an amount not less than
the fair value of such fixed or capital asset and is consummated within 90 days after such Borrower
acquires or completes the construction of such fixed or capital asset and (b) sale and leaseback
transactions by any Borrower involving fixed or capital assets for cash consideration of not less
than the fair market value of such fixed or capital assets; provided that the fair market
value of all such assets sold pursuant to this clause (b) when taken together with all assets sold,
transferred or otherwise disposed of pursuant to paragraph (g) of Section 6.05, shall not exceed
$15,000,000 during any fiscal year of the Borrowers.




          SECTION 6.07. Swap Agreements. No Loan Party will enter into any Swap Agreement,
except (a) Swap Agreements entered into to hedge or mitigate risks to which any Loan Party has
actual exposure (other than those in respect of Equity Interests of any Loan Party), and (b) Swap
Agreements






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entered into in order to effectively cap, collar or exchange interest rates (from fixed to
floating rates, from one floating rate to another floating rate or otherwise) with respect to any
interest-bearing liability or investment of any Loan Party.




          SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness.





     (a) No Loan Party will declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do
so, except:




     (i) Each of Holdings and its Subsidiaries may declare and pay dividends with
respect to its common stock payable solely in additional shares of its common stock,
and, with respect to its preferred stock, payable solely in additional shares of such
preferred stock or in shares of its common stock,




     (ii) Subsidiaries of the Company may declare and pay dividends ratably with
respect to their Equity Interests,




     (iii) the Company and its Subsidiaries may make distributions to Holdings to
enable Holdings to pay general corporate overhead expenses of Holdings, including
franchise taxes and other fees required to maintain the existence of Holdings,
insurance premiums and indemnification claims made by directors and officers of
Holdings attributable to the ownership or operation of any Loan Party;




     (iv) so long as no Default or Event of Default has occurred or is continuing or
would result therefrom, (A) the Company and its Subsidiaries may pay dividends to
Holdings to permit Holdings to pay reasonable fees paid to non-independent members of
Holdings’ board of directors, (B) the Company and its Subsidiaries may make
Restricted Payments to pay reasonable expenses incurred by non-independent members of
Holdings’ board of directors, and (C) the Company and its Subsidiaries may make
Restricted Payments to pay reasonable fees paid to and expenses incurred by
independent members of Holdings’ board of directors;




     (v) so long as no Default or Event of Default has occurred and is continuing or
would result therefrom, the Company and its Subsidiaries may make distributions to
Holdings to permit Holdings to (and Holdings may) purchase, repurchase, redeem or
otherwise acquire Equity Interests of any Loan Party from employees, former
employees, directors or former directors of such Loan Party (or permitted transferees
of such employees, former employees, directors or former directors), pursuant to the
terms of agreements (including employment agreements) or plans (or amendments
thereto) approved by such Loan Party’s board of directors under which such Persons
purchase or sell, or are granted the option to purchase or sell, shares of such
Stock; provided, that the aggregate amount of such repurchases and other
acquisitions shall not exceed $2,000,000 in any fiscal year, except that the Loan
Parties may carry over and make in any subsequent fiscal year, the amount of such
repurchases and other acquisitions permitted to have been made but not made in the
immediately preceding fiscal year limited to a maximum carry over amount of
$2,000,000;




     (vi) the Loan Parties may make cashless repurchases of Equity Interests deemed
to occur upon exercise of stock options or warrants if such Equity Interests
represent a portion of the exercise price of such options or warrants;




     (vii) the Company and its Subsidiaries may make distributions to Holdings (or
any direct or indirect parent of Holdings) to be used solely to pay federal, state
and local income taxes made no earlier than five days prior to the date on which such
Person is



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required to make such payment in an amount not to exceed the aggregate tax
liability attributable to the Company and its Subsidiaries for such fiscal year,
determined as if the Company and its Subsidiaries were a separate affiliate group (as
defined in Section 1504 of the Code) filing a consolidated return, or, to the extent
applicable, a separate group filing combined or unitary returns, and then only to the
extent that any such payments are actually paid by Holdings to Governmental
Authorities;




     (viii) the Company and its Subsidiaries may make Restricted Payments to Holdings
to permit Holdings to make payments or other distributions permitted by Section
6.08(b) in respect of the Senior Secured Notes (and permitted refinancings thereof);
and




     (ix) the Loan Parties may make other Restricted Payments, so long as (A) no
Default or Event of Default has occurred and is continuing or would result therefrom,
(B) Holdings has delivered to the Administrative Agent pro forma financial statements
which demonstrate, on a pro forma basis, Available Liquidity during the period of two
consecutive fiscal quarters most recently ended prior to the making of such
Restricted Payment, determined as if such Restricted Payment had been made on the
first day of such period, of not less than $35,000,000, and (C) Holdings shall have
delivered to the Administrative Agent a certificate of a Financial Officer certifying
that (x) such pro forma financial statements present fairly in all material respects
the financial condition of Holdings and its Subsidiaries on a consolidated basis as
of the date thereof after giving effect thereto and setting forth reasonably detailed
calculations demonstrating compliance with the minimum Availability requirement set
forth in clause (B) above and (y) such Restricted Payment is permitted under the
terms of the Senior Secured Notes Indenture.




     (b) No Loan Party will make or agree to pay or make, directly or indirectly, any
payment or other distribution (whether in cash, securities or other property) of or in
respect of principal of or interest on any Indebtedness, or any payment or other
distribution (whether in cash, securities or other property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any Indebtedness, except:




     (i) payment of Indebtedness created under the Loan Documents;




     (ii) payment of regularly scheduled interest and principal payments as and when
due in respect of any Indebtedness (including Indebtedness under the Senior Secured
Notes), other than payments in respect of the Subordinated Indebtedness prohibited by
the subordination provisions thereof;




     (iii) refinancings of Indebtedness to the extent permitted by Section 6.01;




     (iv) payment of secured Indebtedness that becomes due as a result of the
voluntary sale or transfer of the property or assets securing such Indebtedness; and




     (v) payments or other distributions constituting purchases and redemptions of
the Senior Secured Notes and the Variable Rate Demand Revenue Bonds, in each case, so
long as (A) no Default or Event of Default has occurred and is continuing or would
result therefrom, (B) Holdings has delivered to the Administrative Agent pro forma
financial statements which demonstrate, on a pro forma basis, Available Liquidity
during the period of two consecutive fiscal quarters most recently ended prior to the
funding of such purchase or redemption, determined as if the funding of such purchase
or redemption had occurred on the first day of such period, of not less than
$35,000,000, and (C) Holdings shall have delivered to the Administrative Agent a
certificate of a Financial Officer certifying that (x)



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such pro forma financial statements present fairly in all material respects the
financial condition of Holdings and its Subsidiaries on a consolidated basis as of
the date thereof after giving effect thereto and setting forth reasonably detailed
calculations demonstrating compliance with the minimum Available Liquidity
requirement set forth in clause (B) above and (y) such purchase or redemption of
Senior Secured Notes is permitted under the terms of the Senior Secured Notes
Indenture.



     (c) Notwithstanding any provision to the contrary set forth in this Section 6.08, no
Restricted Payment or purchase, redemption or payment in respect of Indebtedness shall be
permitted to made pursuant to this Section 6.08 if such Restricted Payment or purchase,
redemption or payment in respect of Indebtedness is not permitted to be made in accordance
with the Senior Secured Notes Indenture.



          SECTION 6.09. Transactions with Affiliates. No Loan Party will sell, lease or
otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except
(a) transactions that (i) are in the ordinary course of business and (ii) are at prices and on
terms and conditions not less favorable to such Loan Party than could be obtained on an
arm’s-length basis from unrelated third parties; provided, that (x) in the case of any such
transaction (or series of related transactions) involving aggregate consideration in excess of
$10,000,000, the applicable Loan Party shall have delivered to the Administrative Agent a
resolution of such Loan Party’s board of directors set forth in an officer’s certificate certifying
that such transaction (or series of related transactions) complies with the provisions of this
clause (a) and that such transaction (or series of related transactions) has been approved by a
majority of the disinterested members of such board of directors and (y) in the case of any such
transaction (or series of related transactions) involving aggregate consideration in excess of
$15,000,000, the applicable Loan Party shall have delivered an opinion as to the fairness to such
Loan Party of such transaction (or series of related transactions) from a financial point of view
issued by an accounting, appraisal or investment banking firm of national standing; (b)
transactions between or among any Borrower and any Subsidiary that is a Loan Party not involving
any other Affiliate; (c) any investment permitted by Sections 6.04(c) or 6.04(d); (d) any
Indebtedness permitted under Section 6.01(c); (e) any Restricted Payment permitted by Section 6.08;
(f) loans or advances to employees permitted under Section 6.04; (g) the payment of reasonable fees
to directors of any Borrower or any Subsidiary who are not employees of such Borrower or
Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided
for the benefit of, directors, officers or employees of the Borrowers or their Subsidiaries in the
ordinary course of business; and (h) any issuances of securities or other payments, awards or
grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements,
stock options and stock ownership plans approved by a Borrower’s board of directors.




          SECTION 6.10. Restrictive Agreements. No Loan Party will, nor will it permit any
Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan
Party or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its
property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions
with respect to any shares of its capital stock or to make or repay loans or advances to any
Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other
Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions
imposed by law or by any Loan Document or any Senior Secured Notes Document (as in effect on the
Effective Date), (ii) the foregoing shall not apply to restrictions and conditions existing on the
date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or
any amendment or modification expanding the scope of, any such restriction or condition), (iii) the
foregoing shall not apply to customary restrictions and conditions contained in agreements relating
to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only
to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the
foregoing shall not apply to restrictions or conditions imposed by any agreement relating to
secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to
the property or assets securing such Indebtedness and (v) clause (a) of the






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foregoing shall not apply to customary provisions in leases and other contracts restricting
the assignment thereof.




          SECTION 6.11. Amendment of Material Documents. No Loan Party will amend, modify or
waive any of its rights under (a) any agreement relating to any Subordinated Indebtedness, (b) its
certificate of incorporation, by-laws, operating, management or partnership agreement or other
organizational documents or (c) any Senior Secured Notes Document, to the extent any such
amendment, modification or waiver would be materially adverse to the Lenders (it being understood
that, without limitation of this clause (c), any amendment or other modification to the Senior
Secured Notes Documents that (i) changes the event of default provisions set forth therein to make
such provisions more restrictive on the Loan Parties, (ii) adds any financial covenant or changes
any existing financial covenant to make such covenant more restrictive on the Loan Parties or (iii)
shortens the maturity date of the Senior Secured Notes or otherwise changes the payment provisions
thereof to require more frequent payments of principal in respect of the Senior Secured Notes
shall, in each case, be deemed to be materially adverse to the Lenders); provided that, if
this Agreement or any Loan Document shall be modified or amended to change the Event of Default
provisions set forth herein to make such provisions more restriction on the Loan Parties or to add
any financial covenant or change any existing financial covenant to make such covenant more
restrictive on the Loan Parties, then, the Loan Parties, may, with prior notice to the
Administrative Agent, enter into an amendment or modification to the Senior Secured Notes Documents
that provides for a similar change to the event of default provisions or financial covenant
provisions of the Senior Secured Notes Documents.




          SECTION 6.12. Fixed Charge Coverage Ratio. If a Fixed Charge Coverage Trigger Event
shall occur, then, as of the last day of each fiscal month during the period ( the “Fixed
Charge Coverage Covenant Period”) commencing on the last day of the fiscal month ended
immediately prior to the occurrence of such Fixed Charge Coverage Trigger Event and ending on the
completion of the Fixed Charge Coverage Restoration Period related to such Fixed Charge Coverage
Trigger Event, the Borrowers will not permit the Fixed Charge Coverage Ratio to be less than 1.10
to 1.00.




          SECTION 6.13. Certain Restrictions on Foreign Subsidiaries. The Loan Parties shall
not permit any Foreign Subsidiary (a) to create, incur, assume, suffer or permit to exist any
Indebtedness or any Liens on any of its properties or assets, (b) to merge or consolidate with any
other Person, (c) to make or permit to exist any loans or advances to, or any investments in, any
other Person, (d) to sell, transfer, lease or otherwise dispose of any asset, or (e) to declare or
make, or agree to pay or make, any dividend or distribution in respect of, or to repurchase or
redeem, any of its Equity Interests, in each case, to the extent any of the foregoing would violate
the terms of the Senior Secured Notes Documents.




ARTICLE VII.




Events of Default



          If any of the following events (“Events of Default”) shall occur:





     (a) the Borrowers shall fail to pay any principal of any Loan or any reimbursement
obligation in respect of any LC Disbursement when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment thereof or
otherwise;




     (b) the Borrowers shall fail to pay any interest on any Loan or any fee or any other
amount (other than an amount referred to in clause (a) of this Article) payable under this
Agreement, when and as the same shall become due and payable, and such failure shall
continue unremedied for a period of three Business Days;




     (c) any representation or warranty made or deemed made by or on behalf of any Loan
Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any



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amendment or modification thereof or waiver thereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in connection with this
Agreement or any Loan Document or any amendment or modification thereof or waiver
thereunder, shall prove to have been materially incorrect when made or deemed made;




     (d) any Loan Party shall fail to observe or perform any covenant, condition or
agreement contained in Section 5.02(a), 5.03 (with respect to a Loan Party’s existence) or
5.08 or in Article VI;




     (e) any Loan Party shall fail to observe or perform any covenant, condition or
agreement contained in this Agreement or any other Loan Document (other than those which
constitute a default under another Section of this Article), and such failure shall continue
unremedied for a period of (i) 5 days after the earlier of any Loan Party’s knowledge of
such breach or notice thereof from the Administrative Agent (which notice will be given at
the request of any Lender) if such breach relates to terms or provisions of Section 5.01,
5.02 (other than Section 5.02(a)), 5.03 through 5.07, 5.09, 5.10, 5.12 or 5.14 of this
Agreement, (ii) 20 days after the earlier of any Loan Party’s knowledge of such breach or
notice thereof from the Administrative Agent (which notice will be given at the request of
any Lender) if such breach relates to terms or provisions of any other Section of this
Agreement, or (iii) for a period beyond any applicable period of grace, if any, with respect
to any other provision in any other Loan Document;




     (f) any Loan Party shall fail to make any payment (whether of principal or interest and
regardless of amount) in respect of any Material Indebtedness, when and as the same shall
become due and payable, subject to applicable grace periods, if any;




     (g) any event or condition occurs (after giving effect to an applicable grace periods)
that results in any Material Indebtedness becoming due prior to its scheduled maturity or
that enables or permits the holder or holders of any Material Indebtedness or any trustee or
agent on its or their behalf to cause any Material Indebtedness to become due, or to require
the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity; provided that this clause (g) shall not apply to secured Indebtedness that
becomes due as a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness;




     (h) an involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or
its debts, or of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for any Loan Party or for a substantial part of its assets, and, in any such case, such
proceeding or petition shall continue undismissed for 60 days or an order or decree
approving or ordering any of the foregoing shall be entered;




     (i) any Loan Party shall (i) voluntarily commence any proceeding or file any petition
seeking liquidation, reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest in a timely and appropriate manner, any proceeding
or petition described in clause (h) of this Article, (iii) apply for or consent to the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for such Loan Party or for a substantial part of its assets, (iv) file an answer admitting
the material allegations of a petition filed against it in any such proceeding, (v) make a
general assignment for the benefit of creditors or (vi) take any action for the purpose of
effecting any of the foregoing;




     (j) any Loan Party shall become unable, admit in writing its inability or fail
generally to pay its debts as they become due;



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     (k) one or more judgments for the payment of money in an aggregate amount in excess of
$10,000,000 shall be rendered against any Loan Party or any combination thereof and the same
shall remain undischarged for a period of 30 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment creditor to
attach or levy upon any assets of any Loan Party to enforce any such judgment or any Loan
Party shall fail within 30 days to discharge one or more non-monetary judgments or orders
which, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or
otherwise being appropriately contested in good faith by proper proceedings diligently
pursued;




     (l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders,
when taken together with all other ERISA Events that have occurred, could reasonably be
expected to result in a Material Adverse Effect;




     (m) a Change in Control shall occur;




     (n) the Loan Guaranty shall fail to remain in full force or effect or any action shall
be taken to discontinue or to assert the invalidity or unenforceability of the Loan
Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of
the Loan Guaranty to which it is a party, or any Loan Guarantor shall deny that it has any
further liability under the Loan Guaranty to which it is a party, or shall give notice to
such effect;




     (o) any Collateral Document shall for any reason fail to create a valid and perfected
first priority security interest in any Collateral purported to be covered thereby, except
as permitted by the terms hereof or of any Collateral Document, or any Collateral Document
shall fail to remain in full force or effect or any action shall be taken to discontinue or
to assert the invalidity or unenforceability of any Collateral Document, or any Loan Party
shall fail to comply with any of the terms or provisions of any Collateral Document, after
giving effect to applicable cure periods or notice requirements under such Collateral
Documents;




     (p) any material provision of any Loan Document for any reason ceases to be valid,
binding and enforceable in accordance with its terms (or any Loan Party shall challenge the
enforceability of any Loan Document or shall assert in writing, or engage in any action or
inaction based on any such assertion, that any provision of any of the Loan Documents has
ceased to be or otherwise is not valid, binding and enforceable in accordance with its
terms); or




     (q) loss, theft, damage or destruction occurs with respect to any Collateral having an
aggregate value in excess of $10,000,000 and such loss, theft, damage or destruction is not
covered by insurance.


then, and in every such event (other than an event with respect to the Borrowers described in
clause (h) or (i) of this Article), and at any time thereafter during the continuance of such
event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to
the Borrower Representative, take either or both of the following actions, at the same or different
times:(i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and
(ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case
any principal not so declared to be due and payable may thereafter be declared to be due and
payable), and thereupon the principal of the Loans so declared to be due and payable, together with
accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder,
shall become due and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to
the Borrowers described in clause (h) or (i) of this Article, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued interest thereon
and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become
due and payable, without






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presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Borrowers. Upon the occurrence and the continuance of an Event of Default, the Administrative
Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies
provided to the Administrative Agent under the Loan Documents or at law or equity, including all
remedies provided under the UCC.




ARTICLE VIII.




The Administrative Agent



          Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent
as its agent and authorizes the Administrative Agent to take such actions on its behalf, including
execution of the other Loan Documents, and to exercise such powers as are delegated to the
Administrative Agent by the terms of the Loan Documents, together with such actions and powers as
are reasonably incidental thereto.




          The bank serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or
other Affiliate thereof as if it were not the Administrative Agent hereunder.




          The Administrative Agent shall not have any duties or obligations except those expressly set
forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any
duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is
required to exercise in writing as directed by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as provided in Section
9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall
not have any duty to disclose, and shall not be liable for the failure to disclose, any information
relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by the
bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative
Agent shall not be liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross
negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge
of any Default unless and until written notice thereof is given to the Administrative Agent by the
Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or
have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or
in connection with any Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or in connection with any Loan Document, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or
any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on
the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set
forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.




          The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any liability for relying
thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the
Borrowers), independent accountants and other experts






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selected by it, and shall not be liable for any action taken or not taken by it in accordance
with the advice of any such counsel, accountants or experts.




          The Administrative Agent may perform any and all its duties and exercise its rights and powers
by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the preceding paragraphs
shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any
such sub-agent, and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as Administrative Agent.




          Subject to the appointment and acceptance of a successor Administrative Agent as provided in
this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Bank and the Borrower Representative. Upon any such resignation, the Required Lenders
shall have the right, in consultation with the Borrowers, to appoint a successor. If no successor
shall have been so appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a
successor Administrative Agent which shall be a commercial bank or an Affiliate of any such
commercial bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a
successor, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers
to a successor Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrowers and such successor. After the Administrative Agent’s
resignation hereunder, the provisions of this Article, Section 2.17(d) and Section 9.03 shall
continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be taken by any of them
while it was acting as Administrative Agent.




          Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or related agreement or any document furnished
hereunder or thereunder.




          Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on
behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or
warranty, express or implied, as to the completeness or accuracy of any Report or any of the
information contained therein or any inaccuracy or omission contained in or relating to a Report
and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not
comprehensive audits or examinations, and that any Person performing any field examination will
inspect only specific information regarding the Loan Parties and will rely significantly upon the
Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and
that the Administrative Agent undertakes no obligation to update, correct or supplement the
Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the
Report with any Loan Party or any other Person except as otherwise permitted pursuant to this
Agreement; and (e) without limiting the generality of any other indemnification provision contained
in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative
Agent and any such other Person preparing a Report harmless from and against, the claims, actions,
proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees)
incurred by as the direct or indirect result of any third parties who might obtain all or part of
any Report through the indemnifying Lender.







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          Neither the Sole Bookrunner nor the Sole Lead Arranger have any right, power, obligation,
liability, responsibility or duty under this Agreement other than those applicable to all Lenders
as such.




ARTICLE IX.




Miscellaneous



          SECTION 9.01. Notices.





     (a) Except in the case of notices and other communications expressly permitted to be
given by telephone (and subject to paragraph (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by facsimile, as
follows:




	 	(i)	 	if to any Loan Party, to the Borrower Representative at:




Altra Industrial Motion, Inc.

300 Granite Street, Suite 201

Braintree, MA 02184

Attention: Chief Financial Officer

Facsimile No: 781-843-0709





	 	(ii)	 	if to the Administrative Agent, the Issuing Bank
or the Swingline Lender, to JPMorgan Chase Bank, N.A. at:




270 Park Avenue, 44th Floor

New York, New York 10017

Attention: Robert A. Kaulius

Facsimile No: 646-534-2288





	 	(iii)	 	if to any other Lender, to it at its address or facsimile number set forth
in its Administrative Questionnaire.




All such notices and other communications (i) sent by hand or overnight courier service, or mailed
by certified or registered mail, shall be deemed to have been given when received or (ii) sent by
facsimile shall be deemed to have been given when sent, provided 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.





     (b) Notices and other communications to the Lenders hereunder may be delivered or
furnished by electronic communications (including e-mail and internet or intranet websites)
pursuant to procedures approved by the Administrative Agent as provided in this Agreement.
The Administrative Agent or the Borrower Representative (on behalf of the Loan Parties) may,
in its discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or communications. All such
notices and other communications (i) sent to an e-mail address shall be deemed received upon
the sender’s receipt of an acknowledgement from the intended recipient (such as by the
“return receipt requested” function, as available, return e-mail or other written
acknowledgement), provided that if not given during the normal business hours of the
recipient, such notice or communication shall be deemed to have been given at the opening of
business on the next Business Day for the recipient, and (ii) posted to an Internet or
intranet website shall be deemed received upon the deemed receipt by the intended recipient
at its e-mail address as described in the foregoing clause (b)(i) of notification that such
notice or communication is available and identifying the website address therefor.



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     (c) Any party hereto may change its address or facsimile number for notices and other
communications hereunder by notice to the other parties hereto.



          SECTION 9.02. Waivers; Amendments.





     (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in
exercising any right or power hereunder or under any other Loan Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power, preclude any other
or further exercise thereof or the exercise of any other right or power. The rights and
remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under
any other Loan Document are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of any Loan Document or consent to
any departure by any Loan Party therefrom shall in any event be effective unless the same
shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall
be effective only in the specific instance and for the purpose for which given. Without
limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether the
Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of
such Default at the time.




     (b) Neither this Agreement nor any other Loan Document nor any provision hereof or
thereof may be waived, amended or modified except (i) in the case of this Agreement,
pursuant to an agreement or agreements in writing entered into by the Loan Parties and the
Required Lenders or, (ii) in the case of any other Loan Document, pursuant to an agreement
or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan
Parties that are parties thereto, with the consent of the Required Lenders; provided
that no such agreement shall (i) increase the Commitment of any Lender without the written
consent of such Lender (provided that the Administrative Agent may make Protective Advances
as set forth in Section 2.04), (ii) reduce or forgive the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or
fees payable hereunder, without the written consent of each Lender directly affected
thereby, (iii) postpone any scheduled date of payment of the principal amount of any Loan or
LC Disbursement, or any date for the payment of any interest, fees or other Obligations
payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone
the scheduled date of expiration of any Commitment, without the written consent of each
Lender directly affected thereby, (iv) change Section 2.18(b) or (d) in a manner that would
alter the manner in which payments are shared, without the written consent of each Lender,
(v) increase the advance rates set forth in the definition of Borrowing Base or add new
categories of eligible assets, without the written consent of each Revolving Lender, (vi)
change any of the provisions of this Section or the definition of “Required Lenders” or any
other provision of any Loan Document specifying the number or percentage of Lenders required
to waive, amend or modify any rights thereunder or make any determination or grant any
consent thereunder, without the written consent of each Lender, (vii) change Section 2.20,
without the consent of each Lender (other than any Defaulting Lender), (viii) release any
Loan Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted
herein or in the other Loan Documents), without the written consent of each Lender, or (ix)
except as provided in clauses (d) and (e) of this Section or in any Collateral Document,
release all or substantially all of the Collateral, without the written consent of each
Lender; provided further that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline
Lender hereunder without the prior written consent of the Administrative Agent, the Issuing
Bank or the Swingline Lender, as the case may be (it being understood that any change to
Section 2.20 shall require the consent of the Administrative Agent, the Swingline Lender and
the Issuing Bank). The Administrative Agent may also amend the Commitment Schedule
to reflect assignments entered into pursuant to Section 9.04.



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     (c) The Lenders hereby irrevocably authorize the Administrative Agent, at its option
and in its sole discretion, to release any Liens granted to the Administrative Agent by the
Loan Parties on any Collateral (i) upon the termination of the all Commitments, payment and
satisfaction in full in cash of all Secured Obligations (other than Unliquidated
Obligations), and the cash collateralization of all Unliquidated Obligations in a manner
satisfactory to each affected Lender, (ii) constituting property being sold or disposed of
if the Loan Party disposing of such property certifies to the Administrative Agent that the
sale or disposition is made in compliance with the terms of this Agreement (and the
Administrative Agent may rely conclusively on any such certificate, without further
inquiry), and to the extent that the property being sold or disposed of constitutes 100% of
the Equity Interest of any Loan Party that is Subsidiary, the Administrative Agent is
authorized to release any Loan Guaranty provided by such Loan Party, (iii) constituting
property leased to a Loan Party under a lease which has expired or been terminated in a
transaction permitted under this Agreement, or (iv) as required to effect any sale or other
disposition of such Collateral in connection with any exercise of remedies of the
Administrative Agent and the Lenders pursuant to Article VII. Except as provided in the
preceding sentence, the Administrative Agent will not release any Liens on Collateral
without the prior written authorization of the Required Lenders; provided that, the
Administrative Agent may in its discretion, release its Liens on Collateral valued in the
aggregate not in excess of $5,000,000 during any fiscal year without the prior written
authorization of the Required Lenders. Any such release shall not in any manner discharge,
affect, or impair the Obligations or any Liens (other than those expressly being released)
upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan
Parties, including the proceeds of any sale, all of which shall continue to constitute part
of the Collateral.




     (d) If, in connection with any proposed amendment, waiver or consent requiring the
consent of “each Lender” or “each Lender affected thereby,” the consent of the Required
Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such
Lender whose consent is necessary but not obtained being referred to herein as a
“Non-Consenting Lender”), then the Borrowers may elect to replace a Non-Consenting
Lender as a Lender party to this Agreement, provided that, concurrently with such
replacement, (i) another bank or other entity which is reasonably satisfactory to the
Borrowers and the Administrative Agent shall agree, as of such date, to purchase for cash
the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment
and Assumption and to become a Lender for all purposes under this Agreement and to assume
all obligations of the Non-Consenting Lender to be terminated as of such date and to comply
with the requirements of clause (b) of Section 9.04, and (ii) the Borrowers shall pay to
such Non-Consenting Lender in same day funds on the day of such replacement (1) all
interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by
the Borrowers hereunder to and including the date of termination, including without
limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2)
an amount, if any, equal to the payment which would have been due to such Lender on the day
of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been
prepaid on such date rather than sold to the replacement Lender.



          SECTION 9.03. Expenses; Indemnity; Damage Waiver.





     (a) The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent, in connection with the syndication
and distribution (including, without limitation, via the internet or through a service such
as Intralinks) of the credit facilities provided for herein, the preparation and
administration of the Loan Documents or any amendments, modifications or waivers of the
provisions of the Loan Documents (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the
Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter
of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred
by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges



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and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any
Lender, in connection with the enforcement, collection or protection of its rights in
connection with the Loan Documents, including its rights under this Section, or in
connection with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in
respect of such Loans or Letters of Credit. Expenses of the Administrative Agent that the
Borrowers shall be obligated to reimburse under this Section include, without limiting the
generality of the foregoing, costs and expenses incurred in connection with:




     (i) appraisals (subject to the limits set forth in Section 5.11(a);




     (ii) insurance reviews;




     (iii) field examinations (subject to the limits set forth in Section 5.11(b))
and the preparation of Reports based on the fees charged by a third party retained by
the Administrative Agent or the internally allocated fees for each Person employed by
the Administrative Agent with respect to each field examination;




     (iv) taxes, fees and other charges for (A) lien and title searches and title
insurance and (B) recording the Mortgages, filing financing statements and
continuations, and other actions to perfect, protect, and continue the Administrative
Agent’s Liens;




     (v) sums paid or incurred to take any action required of any Loan Party under
the Loan Documents that such Loan Party fails to pay or take; and




     (vi) forwarding loan proceeds, collecting checks and other items of payment, and
establishing and maintaining the accounts and lock boxes, and costs and expenses of
preserving and protecting the Collateral.


All of the foregoing costs and expenses may be charged to the Borrowers as Revolving Loans or to
another deposit account, all as described in Section 2.18(c).





     (b) The Borrowers shall, jointly and severally, indemnify the Administrative Agent, the
Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each
such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, penalties, incremental taxes, liabilities and
related expenses, including the fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement
or instrument contemplated thereby, the performance by the parties hereto of their
respective obligations thereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the
proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment
under a Letter of Credit if the documents presented in connection with such demand do not
strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or operated by any
Borrower or any of their Subsidiaries, or any Environmental Liability related in any way to
any Borrower or any of their Subsidiaries, (iv) the failure of the Borrowers to deliver to
the Administrative Agent the required receipts or other required documentary evidence with
respect to a payment made by the Borrowers for Taxes pursuant to Section 2.17(a), (b), (c),
(e), (f) or (g), or (v) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or any other
theory and regardless of whether any Indemnitee is a party thereto; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, penalties, liabilities or related expenses are determined by a court of
competent jurisdiction



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by final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee.




     (c) To the extent that the Borrowers fail to pay any amount required to be paid by it
to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or
(b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the
Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount; provided that the unreimbursed expense or
indemnified loss, claim, damage, penalty, liability or related expense, as the case may be,
was incurred by or asserted against the Administrative Agent, the Issuing Bank or the
Swingline Lender in its capacity as such.




     (d) To the extent permitted by applicable law, no Loan Party shall assert, and each
hereby waives, any claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising
out of, in connection with, or as a result of, this Agreement or any agreement or instrument
contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the
proceeds thereof.




     (e) All amounts due under this Section shall be payable promptly after written demand
therefor.



          SECTION 9.04. Successors and Assigns.





     (a) The provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby (including
any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the
Borrowers may not assign or otherwise transfer any of its rights or obligations hereunder
(other than in connection with a transaction permitted by Section 6.03(a)) without the prior
written consent of each Lender (and any attempted assignment or transfer by the Borrowers
without such consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this Section.
Nothing in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns permitted
hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit),
Participants (to the extent provided in paragraph (c) of this Section) and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the
Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.




     (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may
assign to one or more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans at the time owing to
it) with the prior written consent (such consent not to be unreasonably withheld) of:




          (A) the Borrower Representative, provided that no consent of the Borrower
Representative shall be required for an assignment to a Lender, an Affiliate of a Lender, an
Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;




          (B) the Administrative Agent; and




          (C) the Issuing Bank.




          (ii) Assignments shall be subject to the following additional conditions:




          (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of



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any Class, the amount of the Commitment or Loans of the assigning Lender subject to
each such assignment (determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to the Administrative Agent) shall not be less than
$5,000,000 unless each of the Borrower Representative and the Administrative Agent otherwise
consent, provided that no such consent of the Borrower Representative shall be required if
an Event of Default has occurred and is continuing;




          (B) each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement;




          (C) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of
$3,500; and




          (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire in which the assignee designates one or more Credit
Contacts to whom all syndicate-level information (which may contain material non-public
information about the Company, the Loan Parties and their Related Parties or their
respective securities) will be made available and who may receive such information in
accordance with the assignee’s compliance procedures and applicable laws, including Federal
and state securities laws.




For the purposes of this Section 9.04(b), the term “Approved Fund” shall mean any
Person (other than a natural person) that is engaged in making, purchasing, holding or
investing in bank loans and similar extensions of credit in the ordinary course of its
business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender
or (c) an entity or an Affiliate of an entity that administers or manages a Lender.




     (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv)
of this Section, from and after the effective date specified in each Assignment and
Assumption the assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations
of a Lender under this Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Assumption, be released from
its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 and shall continue to
be liable for any obligations of such Lender under Section 2.17(d)). Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not
comply with this Section 9.04 shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in accordance
with paragraph (c) of this Section.




     (iv) The Administrative Agent, acting for this purpose as an agent of the
Borrowers, shall maintain at one of its offices a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitment of, and principal amount of the Loans
and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”). The entries in the Register shall be conclusive, and
the Borrowers, the Administrative Agent, the Issuing Bank and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrowers, the
Issuing Bank and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.



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     (v) Upon its receipt of a duly completed Assignment and Assumption executed by
an assigning Lender and an assignee, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and any
written consent to such assignment required by paragraph (b) of this Section, the
Administrative Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register; provided that if either the
assigning Lender or the assignee shall have failed to make any payment required to be
made by it pursuant to Section 2.05, 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the
Administrative Agent shall have no obligation to accept such Assignment and
Assumption and record the information therein in the Register unless and until such
payment shall have been made in full, together with all accrued interest thereon. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.




(c) (i) Any Lender may, without the consent of the Borrowers, the Administrative
Agent, the Issuing Bank or the Swingline Lender, sell participations to one or more
banks or other entities (a “Participant”) in all or a portion of such
Lender’s rights and obligations under this Agreement (including all or a portion of
its Commitment and the Loans owing to it); provided that (A) such Lender’s
obligations under this Agreement shall remain unchanged, (B) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations and (C) the Borrowers, the Administrative Agent, the Issuing Bank and the
other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment, modification or
waiver described in the first proviso to Section 9.02(b) that affects such
Participant. Subject to paragraph (c)(ii) of this Section, the Borrowers agree that
each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to
the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 9.08 as though it were
a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though
it were a Lender.




     (ii) A Participant shall not be entitled to receive any greater payment under
Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive
with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower Representative’s prior
written consent. A Participant that would be a Foreign Lender if it were a Lender
shall not be entitled to the benefits of Section 2.17 unless the Borrower
Representative is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrowers, to comply with Section 2.17(f)
as though it were a Lender.




     (d) Any Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender, including
without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank,
and this Section shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release a
Lender from any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.



          SECTION 9.05. Survival. All covenants, agreements, representations and warranties
made by the Loan Parties in the Loan Documents and in the certificates or other instruments
delivered in






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connection with or pursuant to this Agreement or any other Loan Document shall be considered
to have been relied upon by the other parties hereto and shall survive the execution and delivery
of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless
of any investigation made by any such other party or on its behalf and notwithstanding that the
Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any accrued interest on any
Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any
Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments
or the termination of this Agreement or any provision hereof.




          SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement, the other Loan Documents and any separate letter agreements with respect
to fees payable to the Administrative Agent constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties hereto, and thereafter
shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement
by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.




          SECTION 9.07. Severability. Any provision of any Loan Document held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions thereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.




          SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time
to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other obligations at any
time owing by such Lender or Affiliate to or for the credit or the account of the Borrowers or such
Loan Guarantor against any of and all the Secured Obligations held by such Lender, irrespective of
whether or not such Lender shall have made any demand under the Loan Documents and although such
obligations may be unmatured. The applicable Lender shall notify the Borrower Representative and
the Administrative Agent of such set-off or application, provided that any failure to give
or any delay in giving such notice shall not affect the validity of any such set-off or application
under this Section. The rights of each Lender under this Section are in addition to other rights
and remedies (including other rights of setoff) which such Lender may have.




          SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process.





     (a) The Loan Documents (other than those containing a contrary express choice of law
provision) shall be governed by and construed in accordance with the laws of the State of
New York, but giving effect to federal laws applicable to national banks.




     (b) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive 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 any
Loan Documents, or for



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recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent permitted by
law, in such Federal court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this Agreement or
any other Loan Document shall affect any right that the Administrative Agent, the Issuing
Bank or any Lender may otherwise have to bring any action or proceeding relating to this
Agreement or any other Loan Document against any Loan Party or its properties in the courts
of any jurisdiction.




     (c) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement or any other Loan Document in any court referred to in paragraph (b) of this
Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.




     (d) Each party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan
Document will affect the right of any party to this Agreement to serve process in any other
manner permitted by law.



          SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.




          SECTION 9.11. Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement.




          SECTION 9.12. Confidentiality. Each of the Administrative Agent, the Issuing Bank
and the Lenders agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates’ directors, officers,
employees and agents, including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority, (c) to the extent required by Requirement of Laws or by any subpoena
or similar legal process, (d) to any other party to this Agreement, (e) in connection with the
exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or
any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section, to (i) any
assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights
or obligations under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations,
(g) with the consent of the Borrower Representative, or (h) to the extent such Information (i)
becomes publicly available other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent, the Issuing Bank or any Lender






  -  83  -  









 







on a non-confidential basis from a source other than the Borrowers. For the purposes of this
Section, “Information” means all information received from the Borrowers relating to the
Borrowers or their business, other than any such information that is available to the
Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis prior to
disclosure by the Borrowers; provided that, in the case of information received from the
Borrowers after the date hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.




          EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT
TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING HOLDINGS AND ITS
AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS
DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT
WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE
LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.




          ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWERS OR
THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE
SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT HOLDINGS, THE
LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER
REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS
ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.




          SECTION 9.13. Several Obligations; Nonreliance; Violation of Law. The respective
obligations of the Lenders hereunder are several and not joint and the failure of any Lender to
make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from
any of its obligations hereunder. Each Lender hereby represents that it is not relying on or
looking to any margin stock for the repayment of the Borrowings provided for herein. Anything
contained in this Agreement to the contrary notwithstanding, neither the Issuing Bank nor any
Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of Law.




          SECTION 9.14. USA PATRIOT Act. Each Lender that is subject to the requirements of
the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act”) hereby notifies the Borrowers that pursuant to the requirements of the Act, it is
required to obtain, verify and record information that identifies the Borrowers, which information
includes the names and addresses of the Borrowers and other information that will allow such Lender
to identify the Borrowers in accordance with the Act.




          SECTION 9.15. Disclosure Each Loan Party and each Lender hereby acknowledges and
agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments
in, make other loans to or have other relationships with any of the Loan Parties and their
respective Affiliates.




          SECTION 9.16. Appointment for Perfection. Each Lender hereby appoints each other
Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative
Agent and the Lenders, in assets which, in accordance with Article 9 of the UCC or any other
applicable law can be






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perfected only by possession. Should any Lender (other than the Administrative Agent) obtain
possession of any such Collateral, such Lender shall notify the Administrative Agent thereof, and,
promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the
Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative
Agent’s instructions.




          SECTION 9.17. Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable law (collectively the
“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be
contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance
with applicable law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.




ARTICLE X.




Loan Guaranty



          SECTION 10.01. Guaranty. Each Loan Guarantor (other than those that have
delivered a separate Guaranty) hereby agrees that it is jointly and severally liable for, and
absolutely and unconditionally guarantees to the Lenders, the prompt payment when due, whether at
stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured
Obligations and all costs and expenses including, without limitation, all court costs and
attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and
expenses paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in
endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any
action against, any Borrower, any Loan Guarantor or any other guarantor of all or any part of the
Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively
the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed
Obligations may be extended or renewed in whole or in part without notice to or further assent from
it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All
terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign
branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations.




          SECTION 10.02. Guaranty of Payment. This Loan Guaranty is a guaranty of payment and
not of collection. Each Loan Guarantor waives any right to require the Administrative Agent, the
Issuing Bank or any Lender to sue any Borrower, any Loan Guarantor, any other guarantor, or any
other person obligated for all or any part of the Guaranteed Obligations (each, an “Obligated
Party”), or otherwise to enforce its payment against any collateral securing all or any part of
the Guaranteed Obligations.




          SECTION 10.03. No Discharge or Diminishment of Loan Guaranty.





     (a) Except as otherwise provided for herein, the obligations of each Loan Guarantor
hereunder are unconditional and absolute and not subject to any reduction, limitation,
impairment or termination for any reason (other than the indefeasible payment in full in
cash of the Guaranteed Obligations), including: (i) any claim of waiver, release,
extension, renewal, settlement, surrender, alteration, or compromise of any of the
Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate
existence, structure or ownership of any Borrower or any other guarantor of or other person
liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy,
reorganization or other similar proceeding affecting any Obligated Party, or their assets or
any resulting release or discharge of any obligation of any Obligated Party; or (iv) the
existence of



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any claim, setoff or other rights which any Loan Guarantor may have at any time against
any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender, or any other
person, whether in connection herewith or in any unrelated transactions.




     (b) The obligations of each Loan Guarantor hereunder are not subject to any defense or
setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity,
illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any
provision of applicable law or regulation purporting to prohibit payment by any Obligated
Party, of the Guaranteed Obligations or any part thereof.




     (c) Further, the obligations of any Loan Guarantor hereunder are not discharged or
impaired or otherwise affected by: (i) the failure of the Administrative Agent, the Issuing
Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to
all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or
supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii)
any release, non-perfection, or invalidity of any indirect or direct security for the
obligations of any Borrower for all or any part of the Guaranteed Obligations or any
obligations of any other guarantor of or other person liable for any of the Guaranteed
Obligations; (iv) any action or failure to act by the Administrative Agent, the Issuing Bank
or any Lender with respect to any collateral securing any part of the Guaranteed
Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or
performance of any of the Guaranteed Obligations, or any other circumstance, act, omission
or delay that might in any manner or to any extent vary the risk of such Loan Guarantor or
that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or
equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).



          SECTION 10.04. Defenses Waived. To the fullest extent permitted by applicable law,
each Loan Guarantor hereby waives any defense based on or arising out of any defense of any
Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed
Obligations from any cause, or the cessation from any cause of the liability of any Borrower or any
Loan Guarantor, other than the indefeasible payment in full in cash of the Guaranteed Obligations.
Without limiting the generality of the foregoing, each Loan Guarantor irrevocably waives acceptance
hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not
provided for herein, as well as any requirement that at any time any action be taken by any person
against any Obligated Party, or any other person. Each Loan Guarantor confirms that it is not a
surety under any state law and shall not raise any such law as a defense to its obligations
hereunder. The Administrative Agent may, at its election, foreclose on any Collateral held by it
by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu
of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a
part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations,
make any other accommodation with any Obligated Party or exercise any other right or remedy
available to it against any Obligated Party, without affecting or impairing in any way the
liability of such Loan Guarantor under this Loan Guaranty except to the extent the Guaranteed
Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by
applicable law, each Loan Guarantor waives any defense arising out of any such election even though
that election may operate, pursuant to applicable law, to impair or extinguish any right of
reimbursement or subrogation or other right or remedy of any Loan Guarantor against any Obligated
Party or any security.




          SECTION 10.05. Rights of Subrogation. No Loan Guarantor will assert any right, claim
or cause of action, including, without limitation, a claim of subrogation, contribution or
indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties
and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the
Issuing Bank and the Lenders.




          SECTION 10.06. Reinstatement; Stay of Acceleration. If at any time any payment of
any portion of the Guaranteed Obligations is rescinded or must otherwise be restored or returned
upon the






  -  86  -  









 







insolvency, bankruptcy, or reorganization of any Borrower or otherwise, each Loan Guarantor’s
obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time
as though the payment had not been made and whether or not the Administrative Agent, the Issuing
Bank and the Lenders are in possession of this Loan Guaranty. If acceleration of the time for
payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or
reorganization of any Borrower, all such amounts otherwise subject to acceleration under the terms
of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Loan
Guarantors forthwith on demand by the Lender.




          SECTION 10.07. Information. Each Loan Guarantor assumes all responsibility for being
and keeping itself informed of the Borrowers’ financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature,
scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty,
and agrees that neither the Administrative Agent, the Issuing Bank nor any Lender shall have any
duty to advise any Loan Guarantor of information known to it regarding those circumstances or
risks.




          SECTION 10.08. Termination. The Lenders may continue to make loans or extend credit
to the Borrowers based on this Loan Guaranty until five days after it receives written notice of
termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each Loan
Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed
or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals,
extensions, modifications and amendments with respect to, or substitutions for, all or any part of
that Guaranteed Obligations.




          SECTION 10.09. Taxes. All payments of the Guaranteed Obligations will be made by
each Loan Guarantor free and clear of and without deduction for any Indemnified Taxes or Other
Taxes; provided that if any Loan Guarantor shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary
so that after making all required deductions (including deductions applicable to additional sums
payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be)
receives an amount equal to the sum it would have received had no such deductions been made, (ii)
such Loan Guarantor shall make such deductions and (iii) such Loan Guarantor shall pay the full
amount deducted to the relevant Governmental Authority in accordance with applicable law.




          SECTION 10.10. Maximum Liability. The provisions of this Loan Guaranty are
severable, and in any action or proceeding involving any state corporate law, or any state, federal
or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors
generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be
held or determined to be avoidable, invalid or unenforceable on account of the amount of such Loan
Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this
Loan Guaranty to the contrary, the amount of such liability shall, without any further action by
the Loan Guarantors or the Lenders, be automatically limited and reduced to the highest amount that
is valid and enforceable as determined in such action or proceeding (such highest amount determined
hereunder being the relevant Loan Guarantor’s “Maximum Liability”. This Section with
respect to the Maximum Liability of each Loan Guarantor is intended solely to preserve the rights
of the Lenders to the maximum extent not subject to avoidance under applicable law, and no Loan
Guarantor nor any other person or entity shall have any right or claim under this Section with
respect to such Maximum Liability, except to the extent necessary so that the obligations of any
Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor
agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum
Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting the rights and
remedies of the Lenders hereunder, provided that, nothing in this sentence shall be
construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Liability.




          SECTION 10.11. Contribution. In the event any Loan Guarantor (a “Paying
Guarantor”) shall make any payment or payments under this Loan Guaranty or shall suffer any
loss as a result of any






  -  87  -  









 







realization upon any collateral granted by it to secure its obligations under this Loan
Guaranty, each other Loan Guarantor (each a “Non-Paying Guarantor”) shall contribute to
such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Applicable Percentage” of
such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this
Article X, each Non-Paying Guarantor’s “Applicable Percentage” with respect to any such
payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or
loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of
such date (without giving effect to any right to receive, or obligation to make, any contribution
hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the
aggregate amount of all monies received by such Non-Paying Guarantor from the Borrowers after the
date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum
Liability of all Loan Guarantors hereunder (including such Paying Guarantor) as of such date
(without giving effect to any right to receive, or obligation to make, any contribution hereunder),
or to the extent that a Maximum Liability has not been determined for any Loan Guarantor, the
aggregate amount of all monies received by such Loan Guarantors from the Borrowers after the date
hereof (whether by loan, capital infusion or by other means). Nothing in this provision shall
affect any Loan Guarantor’s several liability for the entire amount of the Guaranteed Obligations
(up to such Loan Guarantor’s Maximum Liability). Each of the Loan Guarantors covenants and agrees
that its right to receive any contribution under this Loan Guaranty from a Non-Paying Guarantor
shall be subordinate and junior in right of payment to the payment in full in cash of the
Guaranteed Obligations. This provision is for the benefit of both the Administrative Agent, the
Issuing Bank, the Lenders and the Loan Guarantors and may be enforced by any one, or more, or all
of them in accordance with the terms hereof.




          SECTION 10.12. Liability Cumulative. The liability of each Loan Party as a Loan
Guarantor under this Article X is in addition to and shall be cumulative with all liabilities of
each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this Agreement
and the other Loan Documents to which such Loan Party is a party or in respect of any obligations
or liabilities of the other Loan Parties, without any limitation as to amount, unless the
instrument or agreement evidencing or creating such other liability specifically provides to the
contrary.




ARTICLE XI.




The Borrower Representative



          SECTION 11.01. Appointment; Nature of Relationship. The Company is hereby appointed
by each of the Borrowers as its contractual representative (herein referred to as the “Borrower
Representative”) hereunder and under each other Loan Document, and each of the Borrowers
irrevocably authorizes the Borrower Representative to act as the contractual representative of such
Borrower with the rights and duties expressly set forth herein and in the other Loan Documents.
The Borrower Representative agrees to act as such contractual representative upon the express
conditions contained in this Article XI. Additionally, the Borrowers hereby appoint the Borrower
Representative as their agent to receive all of the proceeds of the Loans in the Funding
Account(s), at which time the Borrower Representative shall promptly disburse such Loans to the
appropriate Borrower, provided that, in the case of a Revolving Loan, such amount shall not exceed
such Borrower’s Availability. The Administrative Agent and the Lenders, and their respective
officers, directors, agents or employees, shall not be liable to the Borrower Representative or any
Borrower for any action taken or omitted to be taken by the Borrower Representative or the
Borrowers pursuant to this Section 11.01.




          SECTION 11.02. Powers. The Borrower Representative shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the Borrower Representative by the
terms of each thereof, together with such powers as are reasonably incidental thereto. The
Borrower Representative shall have no implied duties to the Borrowers, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by the Loan Documents
to be taken by the Borrower Representative.







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          SECTION 11.03. Employment of Agents. The Borrower Representative may execute any of
its duties as the Borrower Representative hereunder and under any other Loan Document by or through
authorized officers.




          SECTION 11.04. Notices. Each Borrower shall immediately notify the Borrower
Representative of the occurrence of any Default or Unmatured Default hereunder referring to this
Agreement describing such Default or Unmatured Default and stating that such notice is a “notice of
default.” In the event that the Borrower Representative receives such a notice, the Borrower
Representative shall give prompt notice thereof to the Administrative Agent and the Lenders. Any
notice provided to the Borrower Representative hereunder shall constitute notice to each Borrower
on the date received by the Borrower Representative.




          SECTION 11.05. Successor Borrower Representative. Upon the prior written consent of
the Administrative Agent, the Borrower Representative may resign at any time, such resignation to
be effective upon the appointment of a successor Borrower Representative. The Administrative Agent
shall give prompt written notice of such resignation to the Lenders.




          SECTION 11.06. Execution of Loan Documents; Borrowing Base Certificate. The
Borrowers hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to
execute and deliver to the Administrative Agent and the Lenders the Loan Documents and all related
agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect
the purposes of the Loan Documents, including without limitation, the Borrowing Base Certificates
and the Compliance Certificates. Each Borrower agrees that any action taken by the Borrower
Representative or the Borrowers in accordance with the terms of this Agreement or the other Loan
Documents, and the exercise by the Borrower Representative of its powers set forth therein or
herein, together with such other powers that are reasonably incidental thereto, shall be binding
upon all of the Borrowers.




          SECTION 11.07. Reporting. Each Borrower hereby agrees that such Borrower shall
furnish promptly after each fiscal month to the Borrower Representative a copy of its Borrowing
Base Certificate and any other certificate or report required hereunder or requested by the
Borrower Representative on which the Borrower Representative shall rely to prepare the Borrowing
Base Certificates and Compliance Certificates required pursuant to the provisions of this
Agreement.




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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	HOLDINGS AND
BORROWERS:	 	 
	 	 
	 	 	ALTRA HOLDINGS, INC.	 	 
	 	 	ALTRA INDUSTRIAL MOTION, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Glenn E. Deegan
 

Glenn E. Deegan	 	 
	 

	 	Title:   Vice President, Legal and Human
Resources, 

General Counsel and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	AMERICAN ENTERPRISES MPT CORP.	 	 
	 	 	NUTTALL GEAR LLC	 	 
	 	 	AMERICAN ENTERPRISES MPT HOLDINGS, LLC	 	 
	 	 	AMERIDRIVES INTERNATIONAL, LLC	 	 
	 	 	FORMSPRAG LLC	 	 
	 	 	WARNER ELECTRIC LLC	 	 
	 	 	WARNER ELECTRIC
TECHNOLOGY LLC	 	 
	 	 	BOSTON GEAR LLC	 	 
	 	 	KILIAN MANUFACTURING
CORPORATION	 	 
	 	 	WARNER
ELECTRIC INTERNATIONAL HOLDINGS, INC.	 	 
	 	 	TB WOOD’S
CORPORATION	 	 
	 	 	TB WOOD’S INCORPORATED	 	 
	 	 	TB WOOD’S ENTERPRISES, INC.	 	 
	 	 	INERTIA DYNAMICS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Glenn E. Deegan
 

Glenn E. Deegan	 	 
	 

	 	Title:	 	Secretary	 	 
	 
	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 
	 	 	AGENT, ISSUING BANK AND INITIAL LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., individually, as a Lender and
as Administrative Agent, Issuing Bank and Swingline Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Kathleen C. Maggi
 
Kathleen C. Maggi
	 	 
	 

	 	Title:	 	Senior Vice President	 	 
















 







COMMITMENT SCHEDULE




	 	 	 	 	 
	 	 	Revolving
	         
         Lender	 	Commitment
	JPMorgan Chase Bank, N.A.
	 	$	50,000,000.00	 
	 
	 	 	 	 
	Total
	 	$	50,000,000.00	 



















 






EXHIBIT A




FORM OF ASSIGNMENT AND ASSUMPTION




     This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment
and Assumption as if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including any letters of credit,
guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the
foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii)
above being referred to herein collectively as the “Assigned Interest”). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.



	 	 	 	 	 
	1.

	 	Assignor:
	 	                                                            
	 
	 	 	 	 
	2.

	 	Assignee:
	 	                                                            

[and is an Affiliate/Approved Fund of [identify Lender]1]
	 
	 	 	 	 
	3.

	 	Borrowers:
	 	Altra Industrial Motion, Inc. and the other Borrowers under the Credit Agreement described below
	 
	 	 	 	 
	4.

	 	Administrative Agent:
	 	JPMorgan Chase Bank, N.A., as the Administrative Agent under the Credit Agreement
	 
	 	 	 	 
	5.

	 	Credit Agreement:
	 	The Credit Agreement dated as of November ___, 2009 among Altra Holdings, Inc., Altra Industrial
Motion, Inc., the other Loan Parties party thereto, the Lenders parties thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent








 




			
	1	 	Select as applicable.





Exhibit A




 









 







	6.	 	Assigned Interest:





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage Assigned of
	Aggregate Revolving	 	Amount of Revolving	 	Aggregate Revolving
	Commitments	 	Commitment Assigned	 	Commitments
	$
	 	$	 	 	 	 	%	 
	$
	 	$	 	 	 	 	%	 
	$
	 	$	 	 	 	 	%	 





Effective Date:                      ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL
BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]



The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire
in which the Assignee designates one or more credit contacts to whom all syndicate-level
information (which may contain material non-public information about the Borrowers, the other Loan
Parties and their Related Parties or their respective securities) will be made available and who
may receive such information in accordance with the Assignee’s compliance procedures and applicable
laws, including federal and state securities laws.



The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	ASSIGNOR



[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 



	 	 	 	 	 
	 	ASSIGNEE




[NAME OF ASSIGNEE]	 
	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



Exhibit A





 









 





	 	 	 	 	 
	Consented to and Accepted:	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK, N.A.,	 	 
	as Administrative Agent and Issuing Bank	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	Title:

	 	 

	 	 
	 
	 	 	 	 
	[Consented to:	 	 
	 
	 	 	 	 
	ALTRA INDUSTRIAL MOTION, INC.,	 	 
	as Borrower Representative	 	 
	 
	 	 	 	 
	By

	 	                                                             ]2	 	 








 




			
	2	 	No consent of the Borrower Representative
is required for an assignment to a Lender, an Affiliate of a Lender, an
Approved Fund or, if an Event of Default has occurred and is continuing, any
other assignee.





Exhibit A




 









 





ANNEX 1




CREDIT AGREEMENT

Dated as of November [__], 2009

by and among Altra Holdings, Inc.,

Altra Industrial Motion, Inc.,

the other Loan Parties party thereto,

the Lenders from time to time party thereto, and

JPMorgan Chase Bank, N.A., as Administrative Agent




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION



     1. Representations and Warranties.



     1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of any Borrower, any of their Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by any Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.



     1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement
that are required to be satisfied by it in order to acquire the Assigned Interest and become a
Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as
applicable, and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision independently and
without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign
Lender, attached to the Assignment and Assumption is any documentation required to be delivered by
it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and
(b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender.



     2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.



Exhibit A






 









 








     3. General Provisions. This Assignment and Assumption shall be binding upon, and inure
to the benefit of, the parties hereto and their respective successors and assigns. This Assignment
and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by facsimile shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in
accordance with, the law of the State of New York.



Exhibit A




 









 





EXHIBIT B




FORM OF BORROWING BASE CERTIFICATE




(Please see attached)



Exhibit B




 









 







	 	 	 
	

	 	BORROWING BASE REPORT






	 	 	 
	 

	 	Rpt #
	Obligor: Altra Industrial Motion, Inc.

	 	Date:
	Loan Number:

	 	Period Covered:                      to                     






	 	 	 	 	 
	1 Accounts Receivable Availability

	 	 	0	 
	2 Inventory Availability

	 	 	0	 
	3 Total Collateral Availability

	 	 	0	 
	4 Less: Reserves
	 	 	 	 
	5 Rent Reserve — 3 months
	 	 	 	 
	6 Reserve 2
	 	 	 	 
	7 Reserve 3
	 	 	 	 
	8 Reserve 4
	 	 	 	 
	9 Reserve 5
	 	 	 	 
	10 Reserve 6
	 	 	 	 
	11 Total Reserves

	 	 	0	 
	12 Net Collateral Availability

	 	 	0	 
	13 Revolver Line

	 	 	50,000	 
	14 Suppressed Availability (if any)

	 	 	0	 
	 
	 	 	 	 
	15 Maximum Borrowing Limit (Lesser of lines 12 and 13)

	 	 	0	 
	 
	 	 	 	 
	LOAN STATUS
	 	 	 	 
	16 Previous Loan Balance (Previous Report Line 19)
	 	 	 	 
	17 Less: A. Net Collections
	 	 	 	 
	          B. Adjustments / Other                     
	 	 	 	 
	18 Add: A. Request for Funds
	 	 	 	 
	          B. Adjustments / Other                     
	 	 	 	 
	19 New Loan Balance

	 	 	0	 
	20 Documentary LC’s/Bankers Acceptance Outstanding

	 	 	0	 
	21 Stand-By LC’s
	 	 	 	 
	22 Availability

	 	 	0	 












Pursuant to, and in accordance with, the terms and provisions of that certain Loan and Security
Agreement (“Agreement”), between JPM Chase (“Secured Party”) and
                    
(“Borrower”), Borrower is
executing and delivering to Secured Party this Collateral Report accompanied by supporting data
(collectively referred to as (“Report”).
Borrower warrants and represents to Secured Party that this Report is true, correct, and based on
information contained in Borrower’s own financial accounting records. Borrower, by the execution
of this Report, hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the
Agreement, and further certifies on this                      day of                                         ,
                    , that the
Borrower is in compliance with said Agreement.







	 	 	 	 	 
	 

	 	BORROWER NAME:
	 	AUTHORIZED SIGNATURE:






 









 





EXHIBIT C




FORM OF COMPLIANCE CERTIFICATE





			
	To:	 	The Lenders parties to the

Credit Agreement Described Below





     This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of
November ___, 2009 (as amended, modified, renewed or extended from time to time, the
“Agreement”) among Altra Holdings, Inc. (“Holdings”), Altra Industrial Motion,
Inc. (the “Company”), the other Loan Parties party thereto, the Lenders party thereto and
JPMorgan Chase Bank, N.A., as the Administrative Agent for the Lenders and as the Issuing Bank.
Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the
meanings ascribed thereto in the Agreement.



  THE UNDERSIGNED HEREBY CERTIFIES, ON ITS BEHALF AND ON BEHALF OF THE BORROWERS, THAT:



     1. I am the duly elected [          ] of the Borrower Representative;



     2. Attached as Schedule I hereto are the [audited] consolidated financial statements
of Holdings and its Subsidiaries for the fiscal [year/quarter/month] ended [___] {the
“Accounting Period”) required to be delivered pursuant to Section 5.01[_] of the Credit
Agreement. I have reviewed the terms of the Agreement and I have made, or have caused to be made
under my supervision, a detailed review of the transactions and conditions of the Company and its
Subsidiaries during the Accounting Period [for quarterly or monthly financial statements add: and
such financial statements present fairly in all material respects the financial condition and
results of operations of Holdings and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied, subject to (i) normal year-end audit adjustments and the
absence of footnotes and (ii) those exceptions to GAAP as shall be expressly identified in such
financial statements];



     3. The examinations described in paragraph 2 did not disclose, except as set forth below, and
I have no knowledge of (i) the existence of any condition or event which constitutes a Default
during or at the end of the Accounting Period or as of the date of this Certificate or (ii) any
change in GAAP or in the application thereof that has occurred since the date of the audited
financial statements referred to in Section 3.04 of the Agreement;



     4. I hereby certify that no Loan Party has changed (i) its name, (ii) its chief executive
office, (iii) principal place of business, (iv) the type of entity it is, (v) its organization
identification number, if any, issued by its state of incorporation or other organization or (v)
its state of incorporation or organization without having given the Agent the notice required by
Section 4.15 of the Security Agreement; and



     5. Set forth on Schedule II attached hereto is a true, correct and complete
calculation of the Loan Parties’ Available Liquidity during the period of two consecutive fiscal
quarters most recently ended prior to the date of this Compliance Certificate. During the
Accounting Period, the Loan Parties have complied with each of the requirements set forth in
Sections 6.04(c), 6.04(d) and 6.04(e).



Exhibit C




 









 





     6. Check one of the following options based upon (i) whether a Fixed Charge Coverage Covenant
Period is in effect as described in Section 6.12 of the Credit Agreement, and (ii) whether the
Borrowers had LC Exposure equal to or in excess of $20,000,000, or outstanding Revolving Loans, or
both:



	 	 	 	 	 
	 

	 	o
	 	As of the last day of the Accounting Period, a Fixed Charge Coverage
Covenant Period is in effect, and therefore, the Loan Parties are required to
comply with the Fixed Charge Coverage Ratio covenant set forth in Section 6.12
of the Credit Agreement. Accordingly, the attached Schedule III sets
forth financial data and computations evidencing the Loan Parties’ compliance
with the Fixed Charge Coverage Ratio covenant set forth in Section 6.12 of the
Agreement, all of which data and computations are true, complete and correct.
	 
	 	 	 	 
	 

	 	o
	 	As of the last day of the Accounting Period, a Fixed Charge Coverage
Covenant Period is not in effect, and therefore, the Loan Parties are not
required to comply with the Fixed Charge Coverage Ratio covenant set forth in
Section 6.12 of the Credit Agreement. Notwithstanding such fact, as of the last
day of the Accounting Period, [the Borrowers had LC Exposure equal to or in
excess of $20,000,000] / [the Borrowers had outstanding Revolving Loans] / [the
Borrowers had LC Exposure equal to or in excess of $20,000,000, and outstanding
Revolving Loans]. Accordingly, the attached Schedule III sets forth
(for informational purposes only) financial data and computations evidencing
the Loan Parties’ compliance with the Fixed Charge Coverage Ratio covenant set
forth in Section 6.12 of the Agreement.
	 
	 	 	 	 
	 

	 	o
	 	As of the last day of the Accounting Period, a Fixed Charge Coverage
Covenant Period is not in effect, and therefore, the Loan Parties are not
required to comply with the Fixed Charge Coverage Ratio covenant set forth in
Section 6.12 of the Credit Agreement. In addition, the Borrowers had LC
Exposure less than $20,000,000 and no outstanding Revolving Loans. Accordingly,
the Loan Parties are not required to set forth financial data and computations
evidencing the Loan Parties’ compliance with the Fixed Charge Coverage Ratio
covenant set forth in Section 6.12 of the Agreement. 






     Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the (i)
nature of the condition or event, the period during which it has existed and the action which the
Borrowers have taken, are taking, or propose to take with respect to each such condition or event
or (ii) the change in GAAP or the application thereof and the effect of such change on the attached
financial statements:



 





 





 





Exhibit C




 









 





     The foregoing certifications, together with the computations set forth in Schedules II
and III hereto and the financial statements delivered with this Certificate in support
hereof, are made and delivered this day of                     , ___.



	 	 	 	 	 	 	 
	 	 	ALTRA INDUSTRIAL MOTION, INC.,	 	 
	 	 	as Borrower Representative	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Exhibit C




 









 





SCHEDULE I




Compliance as of _________, ____ with

Provisions of Section 5.01[     ] of

the Agreement




[Audited] Consolidated Financial Statements



(Attached hereto)



Exhibit C






 









 








SCHEDULE II




Calculation of Available Liquidity for the

period of two fiscal quarters ended [                    ]




Available Liquidity:




	 	 	 	 	 	 	 	 	 
	 	1.	 	 	Available Liquidity for the fiscal quarter ended [                    _]3:
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	(a) Average Quarterly Availability for such quarter:
	 	$	                    	 
	 	 	 	 	(b) Plus: average daily amount during such fiscal quarter of unrestricted
cash of the Loan Parties in which Administrative Agent has first priority
Liens, on deposit in Deposit Accounts maintained with Administrative
Agent:
	 	$	                    	 
	 	 	 	 	(c) Plus: average daily market value during such fiscal quarter of
unrestricted Permitted Investments of the Loan Parties in which
Administrative Agent has first priority Liens, held in Securities Accounts
maintained with Administrative Agent or its Affiliates:
	 	$	                    	 
	 	 	 	 	(d) Equals:(Available Liquidity for fiscal quarter ended [________])
	 	$	                    	 
	 	 	 	 	 
	 	 	 	 
	 	2.	 	 	Available Liquidity for the fiscal quarter ended
[                    ___]4:
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	(a) Average Quarterly Availability for such quarter:
	 	$	                    	 
	 	 	 	 	(b) Plus: average daily amount during such fiscal quarter of unrestricted
cash of the Loan Parties in which Administrative Agent has first priority
Liens, on deposit in Deposit Accounts maintained with Administrative
Agent:
	 	$	                    	 
	 	 	 	 	(c) Plus: average daily market value during such fiscal quarter of
unrestricted Permitted Investments of the Loan Parties in which
Administrative Agent has first priority Liens, held in Securities Accounts
maintained with Administrative Agent or its Affiliates:
	 	$	                    	 
	 	 	 	 	(d) Equals:(Available Liquidity for fiscal quarter ended [                    ])
	 	$	                    	 








 




			
	3	 	Insert last day of the first of the two most
recently ended fiscal quarters.
	 
	4	 	Insert last day of the second of the two
most recently ended fiscal quarters.





Exhibit C




 









 





SCHEDULE III




Compliance as of _________, ____ with

Provision of Section 6.12 of

the Agreement




Fixed Charge Coverage Ratio




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(a	)	 	EBITDA
	 	 	 	 	 	 	 	 
	 	 	 	 	Net Income
	 	$	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Plus: Interest Expense
	 	$	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Plus: Income tax expense
	 	$	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Plus: Depreciation and amortization
	 	$	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Plus: Extraordinary non-cash charges
	 	$	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Plus: Other non-cash charges (excluding any
non-cash charge in respect of an item that
was included in Net Income in a prior period
and any non-cash charge that relates to the
write-down or write-off of inventory)
	 	$	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Plus: Non-recurring fees, cash charges and
other cash expenses made or incurred in
connection with the issuance of the Senior
Secured Notes that are paid or otherwise
accounted for within 90 days of the issuance
of the Senior Secured Notes an amount not to
exceed $6,000,000
	 	$	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Minus: Cash payments on non-cash charges
from prior period
	 	$	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Minus: Extraordinary Gains and any non-cash
income
	 	$	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	EBITDA for the Period
	 	$	 	 	 	$	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	    Minus:	unfinanced portion of Capital Expenditures
	 	$	 	 	 	$	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	$	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Divided by:	 	 
	 	 	 	 	 	 	 	 
	 	(b	)	 	Fixed Charges
	 	 	 	 	 	 	 	 
	 	 	 	 	Cash Interest Expense
	 	$	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Plus: Prepayments and Scheduled principal
payments on Indebtedness
	 	$	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Plus: Expense for taxes paid in cash
	 	$	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Plus: Dividends or distributions paid in cash
	 	$	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Plus: Payments on Capital Lease Obligations
	 	$	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Plus: Cash contributions to any Plan
	 	$	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Fixed Charges for the Period
	 	$	 	 	 	$	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Ratio
	 	 	 	 	 	 	:1.00	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Limitation
	 	 	 	 	 	 	1.10 :1.00	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	In Compliance
	 	 	 	 	 	YES   NO
	 	 	 	 	 
	 	 	 	 	 	 	 





Exhibit C




 









 





EXHIBIT D




FORM OF JOINDER AGREEMENT




     THIS JOINDER AGREEMENT (this “Agreement”), dated as of                     , ___, 20___, is
entered into between                                                             , a
                                         (the “New
Subsidiary”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the
“Administrative Agent”) under that certain Credit Agreement, dated as of November ___, 2009
among Altra Holdings, Inc., Altra Industrial Motion, Inc., the other Loan Parties party thereto,
the Lenders party thereto and the Administrative Agent (as the same may be amended, modified,
extended or restated from time to time, the “Credit Agreement”). All capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.



     The New Subsidiary and the Administrative Agent, for the benefit of the Lenders, hereby agree
as follows:



     1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this
Agreement, the New Subsidiary will be deemed to be a Loan Party under the Credit Agreement and a
“Loan Guarantor” for all purposes of the Credit Agreement and shall have all of the obligations of
a Loan Party and a Loan Guarantor thereunder as if it had executed the Credit Agreement. The New
Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms,
provisions and conditions contained in the Credit Agreement, including without limitation (a) all
of the representations and warranties of the Loan Parties set forth in Article III of the Credit
Agreement, (b) all of the covenants set forth in Articles V and VI of the Credit Agreement, and (c)
all of the guaranty obligations set forth in Article X of the Credit Agreement. Without limiting
the generality of the foregoing terms of this paragraph 1, the New Subsidiary, subject to the
limitations set forth in Section 10.10 of the Credit Agreement, hereby guarantees, jointly and
severally with the other Loan Guarantors, to the Administrative Agent and the Lenders, as provided
in Article X of the Credit Agreement, the prompt payment and performance of the Guaranteed
Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of
the Guaranteed Obligations are not paid or performed in full when due (whether at stated maturity,
as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly and
severally together with the other Loan Guarantors, promptly pay and perform the same, without any
demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of
any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at
extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the
terms of such extension or renewal.



     2. If required, the New Subsidiary is, simultaneously with the execution of this Agreement,
executing and delivering such Collateral Documents (and such other documents and instruments) as
requested by the Administrative Agent in accordance with the Credit Agreement.



     3. The address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is
as follows:



 





 





 





Exhibit D




 









 





     4. The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of
the guaranty by the New Subsidiary upon the execution of this Agreement by the New Subsidiary.



     5. This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute one and the same
instrument.



     6. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



[Signature Page to Follow]




Exhibit D






 









 








     IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its
authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the
same to be accepted by its authorized officer, as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	[NEW SUBSIDIARY]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Acknowledged and accepted:	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,	 	 
	 	 	as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Exhibit D




 









 





EXHIBIT E




FORM OF APPLICABLE RATE CERTIFICATE




Altra Industrial Motion, Inc.

as Borrower Representative



Credit Agreement dated November ___, 2009



For the Fiscal quarter ended                                                             



	 	 	 	 	 
	Average Quarterly Availability for such fiscal quarter
	 	$	                    	 






Applicable Rate*




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable Rate for	 	Applicable Rate for
	 	 	Applicable Rate for Revolver	 	Revolver	 	Commitment Fee
	Category	 	CBFR Spread	 	Eurodollar Spread	 	Rate
	Category_____
	 	 	                    	%	 	 	                    	%	 	 	                    	%








 




			
	*	 	based on pricing grid set forth in definition of Applicable Rate





     The undersigned Borrower Representative represents and warrants to JPMorgan Chase Bank, N.A.
as administrative agent that the information set forth in this Certificate is true and correct in
all material respects as of the date hereof.



	 	 	 	 	 	 	 
	 	 	ALTRA INDUSTRIAL MOTION, INC,	 	 
	 	 	as Borrower Representative	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Exhibit E





 












 






DISCLOSURE SCHEDULES




TO



CREDIT AGREEMENT



     These Disclosure Schedules are delivered pursuant to the CREDIT AGREEMENT dated as of November
25, 2009 (the “Credit Agreement”), among ALTRA INDUSTRIAL MOTION, INC., the other Borrowers
party hereto, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE
BANK, N.A., as Administrative Agent. Unless otherwise defined, capitalized terms have the meanings
set forth in the Credit Agreement.



     No reference to or disclosure of any item or other matter in these Disclosure Schedules shall
be construed as an admission or indication that such item or other matter is material or that such
item or other matter is required to be referred to or disclosed in these Disclosure Schedules. No
disclosure in these Disclosure Schedules relating to any possible breach or violation of any
agreement, law, or regulation shall be construed as an admission or indication that any such breach
or violation exists or has actually occurred. If and to the extent any information required to be
furnished in any particular schedule is contained in any other schedule, such information shall
also be deemed to be included in such particular schedule (without the need for a specific cross
reference) to the extent the applicability of such furnished information to such schedule is
reasonably apparent.



     These Disclosure Schedules and the information and disclosures contained in these Disclosure
Schedules are intended only to qualify and limit the representations and warranties contained in
the Credit Agreement and shall not be deemed to expand in any way the scope or effect of any such
representations and warranties.


Index




Commitment Schedule

Schedule 3.05 — Properties

Schedule 3.06 — Disclosed Matters

Schedule 3.12 — Material Agreements

Schedule 3.14 — Insurance

Schedule 3.15 — Capitalization and Subsidiaries

Schedule 5.15 — Existing Real Estate Collateral

Schedule 6.01 — Existing Indebtedness

Schedule 6.02 — Existing Liens

Schedule 6.04 — Existing Investments

Schedule 6.10 — Existing Restrictions








 









 








Schedule 3.05


(Properties)



Real Property




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Owned/	 	 	 	 	 	 	 	 	 	 
	Entity	 	Leased	 	Street	 	City	 	State	 	Country	 	ZIP
	Inertia Dynamics, LLC

	 	Leased
	 	31 Industrial Park Road
	 	New Hartford
	 	CT
	 	USA
	 	 	06057	 
	Warner Electric LLC

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

	 	Leased
	 	420 Pershing Street
	 	South Beloit
	 	IL
	 	USA
	 	 	61080	 
	Warner Electric LLC

	 	Leased
	 	960 Gardner Street
	 	South Beloit
	 	IL
	 	USA
	 	 	61080	 
	Formsprag LLC

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

	 	Leased
	 	6593 Revlon Drive
	 	Belvidere
	 	IL
	 	USA
	 	 	61008	 
	Warner Electric, LLC

	 	Owned
	 	802 E. Short Street
	 	Columbia City
	 	IN
	 	USA
	 	 	46725	 
	Warner Electric LLC

	 	Leased
	 	722 E. Swihart Street
	 	Columbia City
	 	IN
	 	USA
	 	 	46725	 
	Altra Holdings, Inc.

	 	Leased
	 	300 Granite Street
	 	Braintree
	 	MA
	 	USA
	 	 	02184	 
	TB Wood’s Corporation

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

	 	Owned
	 	23601 Hoover Road
	 	Warren
	 	MI
	 	USA
	 	 	48089	 
	Formsprag LLC

	 	Leased
	 	23554 Hoover Road
	 	Warren
	 	MI
	 	USA
	 	 	48089	 
	Boston Gear LLC

	 	Leased
	 	701 Carrier Drive
	 	Charlotte
	 	NC
	 	USA
	 	 	28216	 
	TB Wood’s, Inc.

	 	Leased
	 	4970 Joule Street
	 	Reno
	 	NV
	 	USA
	 	 	83502	 
	Kilian Manufacturing
Corporation

	 	Owned
	 	1728-36 Burnet Avenue
	 	Syracuse
	 	NY
	 	USA
	 	 	13206	 
	Nuttall Gear LLC

	 	Leased
	 	2221 Niagara Falls Boulevard
	 	Niagara Falls
	 	NY
	 	USA
	 	 	14304	 
	TB Wood’s Corporation

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

	 	Owned
	 	3181 Black Gap Road
	 	Scotland
	 	PA
	 	USA
	 	 	18407	 
	Ameridrives International LLC

	 	Owned
	 	1802 Pittsburgh Avenue
	 	Erie
	 	PA
	 	USA
	 	 	16502	 
	Ameridrives International LLC

	 	Leased
	 	31 N. Sugan Road, Suite 3D
	 	New Hope
	 	PA
	 	USA
	 	 	18938	 
	TB Wood’s Corporation

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

	 	Owned
	 	521 Airport Road
	 	Chattanooga
	 	TN
	 	USA
	 	 	37421	 
	Warner Electric LLC

	 	Owned
	 	2800 Fisher Road
	 	Wichita Falls
	 	TX
	 	USA
	 	 	76302	 
	Warner Electric LLC

	 	Leased
	 	1705 Northwest Highway, Suite
125
	 	Grapevine
	 	TX
	 	USA
	 	 	76051	 
	TB Wood’s Corporation

	 	Owned
	 	2000 Clovis Barker Road
	 	San Marcos
	 	TX
	 	USA
	 	 	78666	 
	Boston Gear LLC

	 	Leased
	 	2000 North Central Expressway
	 	Plano
	 	TX
	 	USA
	 	 	75074	 
	Ameridrives International LLC

	 	Leased
	 	1411 FM 1101, Suite B
	 	New Braunfels
	 	TX
	 	USA
	 	 	78130	 
	Warner Electric LLC

	 	Leased
	 	1701 Pearl Street
	 	Waukesha
	 	WI
	 	USA
	 	 	53186	 
	Ameridrives International LLC

	 	Leased
	 	1680 Cornell Road
	 	Green Bay
	 	WI
	 	USA
	 	 	54313	 
	TB Wood’s Enterprises, Inc.

	 	Leased
	 	1011 Centre Road, Suite 322
	 	Wilmington
	 	DE
	 	USA
	 	 	19805	 






2









 





Owned Intellectual Property




     See Attachment 3.05 setting forth the Intellectual Property of the Company.


Licensed Intellectual Property





	 	•	 	License Agreement dated August 17, 2009 between [*] and Ameridrives
International, LLC.
	 
	 	•	 	The Loan Parties 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 Loan Parties limited licenses to certain of their
intellectual property.










3









 











Schedule 3.06




(Disclosed Matters)


(a) None



(b)



Environmental Reports




          Findings or conditions disclosed in environmental reports to be delivered to the
Administrative Agent on a post-closing basis which do not result in a Material Adverse Effect.



Other Environmental Matters





	 	•	 	One of the Loan Parties or their affiliates formerly owned a site in Roscoe, Illinois,
which is known to have contamination associated with the release of chlorinated solvents.
Dana Corporation, which formerly owned the Roscoe facility and sold it to Colfax
Corporation, is responsible for remediating the contamination in the area of the former
plant. It is the Loan Parties’ understanding that the remediation is being done pursuant
to an order. In 2004, Colfax Corporation sold the power transmission business to the
Company and retained ownership of the Roscoe, Illinois property and any losses arising from
the ownership of the Roscoe, Illinois property. Note, the contamination did not occur
while the Loan Parties or their affiliates owned or operated the site.
	 
	 	•	 	A Liability Determination Report dated December 15, 1995 was issued by the Michigan
Department of Environmental Qualify, Environmental Response Division, Saginaw Bay District
Headquarters with respect to 801 E. Industrial Drive, Mt. Pleasant, Michigan that indicated
that solid and groundwater at the facility was contaminated with hazardous substances.
	 
	 	•	 	Ingersoll-Rand’s environmental consulting division continues to monitor wells at Kilian
Manufacturing Corporation’s Syracuse and Toronto plants.
	 
	 	•	 	As with most manufacturers, the Loan Parties generate hazardous wastes, which are
transported off site for treatment or disposal. A party that arranges for the disposal or
treatment of hazardous wastes may be liable for the cost of remediating if the disposal or
treatment site becomes contaminated.










4









 











Schedule 3.12




(Material Agreements)


M&A Agreements





	 	•	 	LLC Purchase Agreement, dated as of October 25, 2004, among Warner Electric Holding,
Inc., Colfax Corporation and Altra Holdings, Inc.
	 
	 	•	 	Assignment and Assumption Agreement, dated as of November 21, 2004, between Altra
Holdings, Inc. and Altra Industrial Motion, Inc.
	 
	 	•	 	Share Purchase Agreement, dated as of November 7, 2005, among Altra Industrial Motion,
Inc. and the stockholders of Hay Hall Holdings Limited listed therein
	 
	 	•	 	Asset Purchase Agreement, dated May 18, 2006, among Warner Electric LLC, Bear Linear LLC
and the other guarantors listed therein
	 
	 	•	 	Agreement and Plan of Merger, dated February 17, 2007, among Altra Holdings, Inc.,
Forest Acquisition Corp. and TB Wood’s Corp.






	 	o	 	Amendment No. 1 to the Agreement and Plan of Merger, dated as of March
11, 2007, among Altra Holdings, Inc., Forest Acquisition Corp. and TB Wood’s Corp.




Stockholders Agreements





	 	•	 	Amended and Restated Stockholders Agreement, dated January 6, 2005, among Altra
Holdings, Inc. and the stockholders listed therein






	 	o	 	First Amendment to Amended and Restated Stockholders Agreement, dated
May 1, 2005, among Altra Holdings, Inc. and the stockholders listed therein
	 
	 	o	 	Second Amendment to Amended and Restated Stockholders Agreement among
Altra Holdings, Inc. and the stockholders listed therein




8 1/8% Senior Secured Notes Agreements





	 	•	 	Form of 8 1/8% Senior Secured Notes due 2016
	 
	 	•	 	Purchase Agreement, dated November 16, 2009 among Altra Holdings, Inc., the Guarantors
party thereto and the Initial Purchasers party thereto
	 
	 	•	 	Indenture, dated November 25, 2009, among Altra Holdings, Inc., the Guarantors party
thereto and Bank of New York Mellon Trust Company, N.A.
	 
	 	•	 	Registration Rights Agreement, dated November 25, 2009, among Altra Holdings, Inc., the
Guarantors party thereto and the Initial Purchasers party thereto
	 
	 	•	 	Security Agreement, dated November 25, 2009, among Altra Holdings, Inc., the Guarantors
party thereto and Bank of New York Mellon Trust Company, N.A.










5









 










Labor Agreements





	 	•	 	Labor Agreement, dated as of August 11, 2007, between Warner Electric LLC (formerly
Warner Electric Inc.) and International Association of Machinists and Aerospace Works,
AFL-CIO, and Aeronautical Industrial District Lode 776, Local Lodge 2771
	 
	 	•	 	Agreement, dated June 2, 2008 between Formsprag LLC and UAW Local 155
	 
	 	•	 	Labor Agreement, effective as of February 1, 2009, between Warner Electric LLC and
United Steelworkers and Local Union No. 3245
	 
	 	•	 	Agreement, effective February 15, 2009, between American Enterprises MPT, L.P. and
Steel, Paper and Forestry, Rubber, Manufacturing Energy, Allied Industrial and Service
Workers International Union, AFL-CIO-CLC Local 3199-10




Employment and Related Agreements





	 	•	 	Amended and Restated Employment Agreement, dated as of January 1, 2009, among Altra
Industrial Motion, Inc., Altra Holdings, Inc. and Carl Christenson
	 
	 	•	 	Employment Agreement, dated as of October 30, 2007, among Altra Industrial Motion, Inc.,
Altra Holdings, Inc. and Christian Storch
	 
	 	•	 	Amended and Restated Employment Agreement, dated as of September 25, 2008, among Altra
Industrial Motion, Inc., Altra Holdings, Inc. and Michael L. Hurt
	 
	 	•	 	Indemnification Agreement entered into between Altra Holdings, Inc. and the Directors
and certain officers
	 
	 	•	 	Change of Control Agreement entered into among Altra Holdings, Inc., Altra Industrial
Motion, Inc. and certain officers





Plans





	 	•	 	Altra Holdings, Inc. 2004 Equity Incentive Plan






	 	o	 	Amendment to 2004 Equity Incentive Plan
	 
	 	o	 	Second Amendment to 2004 Equity Incentive Plan






	 	•	 	Form of Restricted Stock Award Agreement






	 	o	 	Form of Amendment to Restricted Stock Agreements with Michael Hurt






	 	•	 	Subscription Agreement, dated November 30, 2004, among Altra Holdings, Inc., the
preferred purchasers and the common purchasers as listed therein




6









 











Schedule 3.14




(Insurance)



     See Attachment 3.14 attached hereto, setting forth a description of all insurance
maintained by or on behalf of the Loan Parties as of the Effective Date, except for international
policies placed locally.



7









 





Schedule 3.15




(Capitalization and Subsidiaries)


(a) See Attachment 3.15 attached hereto, setting forth an organizational chart of the Loan
Parties.



(b) and (c)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Entity	 	Type	 	Classes	 	Authorized	 	Outstanding	 	Holders
	Altra Holdings, Inc.

	 	DE Corp.
	 	Common Stock, $0.001 par value
	 	 	90,000,000	 	 	26,623,171 as of 11/01/2009
	 	Publicly traded
	 

	 	 	 	Undesignated Preferred Stock, $0.001 par value
	 	 	10,000,000	 	 	0	 	 	N/A
	Altra Industrial Motion, Inc.

	 	DE Corp.
	 	Common Stock, $0.001 par value
	 	 	1,000	 	 	1,000	 	 	Altra Holdings, Inc. (100%)
	American Enterprises MPT Corp.

	 	DE Corp.
	 	Common Stock, $0.001 par value
	 	 	1,000	 	 	999	 	 	Altra Industrial Motion, Inc. (100%)
	Nuttall Gear LLC

	 	DE LLC
	 	LLC Interests
	 	 	N/A	 	 	1	 	 	American Enterprises MPT Corp. (100%)
	American Enterprises MPT Holdings, LLC

	 	DE LLC
	 	LLC Interests
	 	 	N/A	 	 	100%	 	American Enterprises MPT Corp. (100%)
	Ameridrives International, LLC

	 	DE LLC
	 	LLC Interests
	 	 	N/A	 	 	100%	 	American Enterprises MPT Corp. (100%)
	Formsprag LLC

	 	DE LLC
	 	Units
	 	 	N/A	 	 	861,429	 	 	American Enterprises MPT Corp. (100%)
	Warner Electric LLC

	 	DE LLC
	 	LLC Interests
	 	 	N/A	 	 	1	 	 	Altra Industrial Motion, Inc. (100%)
	Warner Electric Technology LLC

	 	DE LLC
	 	LLC Interests
	 	 	N/A	 	 	1	 	 	Altra Industrial Motion, Inc. (100%)
	Boston Gear LLC

	 	DE LLC
	 	LLC Interests
	 	 	N/A	 	 	1	 	 	Altra Industrial Motion, Inc. (100%)
	Kilian Manufacturing Corporation

	 	DE Corp.
	 	Stock, no par value
	 	 	100	 	 	10	 	 	Altra Industrial Motion, Inc. (100%)
	Warner Electric International Holding, Inc.

	 	DE Corp.
	 	Stock, $1.00 par value
	 	 	1,100	 	 	1,000	 	 	Altra Industrial Motion, Inc. (100%)
	TB Wood’s Corporation

	 	DE Corp.
	 	Common Stock, $0.01 par value
	 	 	1,000	 	 	1,000	 	 	Altra Industrial Motion, Inc. (100%)
	TB Wood’s Incorporated

	 	PA Corp.
	 	Common Stock, par value $0.10
	 	 	2,500,000	 	 	1,125,000	 	 	TB Wood’s Corporation (100%)
	TB Wood’s Enterprises Inc.

	 	DE Corp.
	 	Common Stock, $0.01 par value
	 	 	3,000	 	 	3,000	 	 	TB Wood’s Incorporated (100%)
	Inertia Dynamics LLC

	 	DE LLC
	 	LLC Interests
	 	 	N/A	 	 	100%	 	Altra Industrial Motion, Inc. (100%)






8









 






Schedule 5.15




(Existing Real Estate Collateral)



     The following is a list of existing owned properties of the Loan Parties having a fair market
value in excess of $2,500,000:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Entity	 	Street	 	City	 	State	 	Country	 	ZIP
	TB Wood’s
Corporation

	 	440 North Fifth Avenue
	 	Chambersburg
	 	PA
	 	USA
	 	 	17201	 
	Warner Electric LLC

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

	 	2000 Clovis Barker
Road
	 	San Marcos
	 	TX
	 	USA
	 	 	78666	 






9









 






Schedule 6.01




(Existing Indebtedness)


Mortgage




     In June 2006, Holdings entered into a mortgage on its building in Heidelberg, Germany with a
local bank. In the third quarter of 2009, Holdings re-financed the mortgage. Holdings borrowed an
additional €1.0 million. The new mortgage has an interest rate of 3.5% and is payable in monthly
installments over three years. As of November 23, 2009 and December 31, 2008, the mortgage had a
remaining principal balance outstanding of €2.2 million, or $3.3 million, and €1.6 million or $2.3
million, respectively.


Capital Leases




     The Loan Parties lease certain equipment under capital lease arrangements, whose obligations
are included in both short-term and long-term debt.


Intercompany Indebtedness




     As of the Effective Date, the Loan Parties are owed approximately $62.1 million in
intercompany indebtedness from certain foreign Subsidiaries of the Loan Parties and owe
approximately $3.0 million in intercompany indebtedness to certain foreign Subsidiaries of the Loan
Parties.


Defeasance of 9% Senior Secured Notes




     The proceeds of Holdings’ concurrent offering of 8.125% Senior Secured Notes along with cash
on hand of the Loan Parties will be used to repurchase and/or redeem the Company’s outstanding 9%
Senior Secured Notes due 2011.


Letters of Credit




     As of the Effective Date, certain letters of credit in the aggregate face amount of
$9,266,272.79 (collectively, the “Existing LCs”), which were issued by Wells Fargo
Foothill, Inc. for the account of the Borrowers under the Existing Credit Agreement remain
outstanding. As of the Effective Date, the Issuing Bank has issued a Letter of Credit having an
initial face amount of $9,729,586.43 to Wells Fargo Foothill, Inc. for the account of the Borrowers
to secure the obligations of the Borrowers in respect of the Existing LCs, until such time as all
of the Existing LCs shall have been returned to Wells Fargo Foothill, Inc. and cancelled.


Variable Rate Demand Revenue Bonds




     Holdings has obligations under certain Variable Rate Demand Revenue Bonds issued under the
authority of the industrial development corporations of the City of San Marcos, Texas and City of
the Chattanooga, Tennessee, in the amounts of $3.0 million and $2.3 million,



10









 




respectively. These bonds bear variable interest rates and mature in April, 2024 and April,
2022, respectively.




11









 





Schedule 6.02




(Existing Liens)


UCC Financing Statements




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Debtor	 	Secured Party	 	 	File No.	 	 	Date	 	Collateral
	DE — Secretary of State

	 	Warner Electric LLC
	 	NMHG Financial Services Inc.
	 	 	60767475	 	 	03/06/2006
	 	Certain equipment
	 

	 	 	 	Wells Fargo Equipment Finance, Inc.
	 	 	61080308	 	 	03/30/2006
	 	Certain equipment
	 

	 	 	 	 	 	 	61970144 (Assn)	 	 	06/09/2006	 	 
	 

	 	 	 	 	 	 	62087708 (Assn)	 	 	06/19/2006	 	 
	 

	 	 	 	People’s Capital and Leasing Corp.
	 	 	62702389	 	 	08/04/2006
	 	Certain equipment
	 

	 	 	 	 	 	 	70018860 (Assn)	 	 	12/26/2006	 	 
	 

	 	 	 	 	 	 	70522614 (Assn)	 	 	02/08/2007	 	 
	 

	 	 	 	U.S. Bancorp
	 	 	63462645	 	 	10/06/2006
	 	Certain equipment
	 

	 	 	 	People’s Capital and Leasing Corp.
	 	 	70409630	 	 	02/01/2007
	 	Certain equipment
	 

	 	 	 	Xerox Corporation
	 	 	70423201	 	 	02/01/2007
	 	Certain equipment
	 

	 	 	 	Xerox Corporation
	 	 	82073474	 	 	06/17/2008
	 	Certain equipment
	 

	 	 	 	TCF Equipment Finance, Inc.
	 	 	84016398	 	 	12/03/2008
	 	Certain equipment
	 

	 	 	 	 	 	 	84198485 (Assn)	 	 	12/17/2008	 	 
	 

	 	 	 	U.S. Bancorp
	 	 	90551793	 	 	02/19/2009
	 	Certain equipment
	 

	 	 	 	Office Equipment Leasing Co.
	 	 	90566601	 	 	02/20/2009
	 	Certain equipment
	 

	 	 	 	Xerox Corporation
	 	 	93045819	 	 	9/23/2009
	 	Xerox 4112CPC
	 

	 	 	 	U.S. Bancorp
	 	 	93485759	 	 	10/29/2009
	 	Certain equipment
	DE — Secretary of State

	 	Nuttall Gear LLC
	 	United States Steel Corporation
	 	 	84061634	 	 	12/08/2008
	 	Certain equipment
	DE — Secretary of State

	 	Kilian Manufacturing
Corporation
	 	Raymond Leasing
	 	 	43545235	 	 	12/15/2004
	 	Certain equipment
	DE — Secretary of State

	 	Inertia Dynamics, LLC
	 	Wells Fargo Equipment Finance, Inc.
	 	 	60517920	 	 	02/13/2006
	 	Certain equipment






12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Debtor	 	Secured Party	 	 	File No.	 	 	Date	 	Collateral
	DE — Secretary of State

	 	Formsprag LLC
	 	Citibank, N.A.
	 	 	52264787	 	 	07/22/2005
	 	Certain accounts receivable
	 

	 	 	 	Ervin Leasing Company
	 	 	70465202	 	 	02/05/2007
	 	Certain equipment
	 

	 	 	 	Ervin Leasing Company
	 	 	71754208	 	 	05/07/2007
	 	Certain equipment
	 

	 	 	 	Ervin Leasing Company
	 	 	83519319	 	 	10/14/2008
	 	Certain equipment
	 

	 	 	 	Ervin Leasing Company
	 	 	83520341	 	 	10/14/2008
	 	Certain equipment
	 

	 	 	 	Ervin Leasing Company
	 	 	83520358	 	 	10/14/2008
	 	Certain equipment
	 

	 	 	 	Jules and Associates, Inc.
	 	 	90956299	 	 	03/25/2009
	 	Certain equipment
	 

	 	 	 	Jules and Associates, Inc.
	 	 	90956349	 	 	03/25/2009
	 	Certain equipment
	PA — Department of
State

	 	TB Wood’s Incorporated
	 	JPMorgan Chase Bank
	 	 	34711519	 	 	12/14/2001
	 	Illegible
	 

	 	 	 	 	 	 	34990050 (Assn)	 	 	03/04/2002	 	 
	 

	 	 	 	 	 	 	2006061400271
(Continuation)
	 	 	06/14/2006	 	 
	 

	 	 	 	Crown Credit Company
	 	 	2005011400558	 	 	01/14/2005
	 	Certain equipment
	 

	 	 	 	Valenite, LLC
	 	 	2005081504374	 	 	08/15/2005
	 	Certain inventory
	 

	 	 	 	General Electric Capital Corp.
	 	 	2006062105264	 	 	06/21/2006
	 	Certain equipment
	DE — Secretary of State

	 	Boston Gear LLC
	 	Dell Financial Services LLC
	 	 	40541989	 	 	2/26/2004
	 	All computer equipment and peripherals.
	 

	 	 	 	 	 	 	83122403 (Continuation)
	 	 	9/15/2008	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State

	 	Ameridrives International, LLC
	 	Daewoo Heavy Industries America

Corporation
	 	 	50805771	 	 	03/10/2005
	 	One Daewoo Model DHM-800 S/N HM800158
	 

	 	 	 	TCF Equipment Finance, Inc.
	 	 	63313517	 	 	09/07/2006
	 	USED 1995 FS-630-200 Fellows CNC Hydrostroke High Speed Gear Shaping Machine
	 

	 	 	 	TCF Equipment Finance, Inc.
	 	 	64516779	 	 	12/22/2006
	 	Doosan Infracore DMV5025/50 taper high precision machining center and Doosan
Infracore Puma 400B high performance turning center
	 

	 	 	 	People’s Capital and Leasing Corp.
	 	 	73234191	 	 	08/24/2007
	 	Mitsubishi machine model 3015HV-20CF2-PRT






13









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Debtor	 	Secured Party	 	 	File No.	 	 	Date	 	Collateral
	 

	 	 	 	TCF Equipment Finance, Inc.
	 	 	73571352	 	 	08/27/2007
	 	One Puma 400B Fanuc 21iTB control and One Puma TL2500L with Fanuc 18iTB Control
	 

	 	 	 	Mazak Corporation
	 	 	91642856	 	 	05/26/2009
	 	Mazak machine serial number 215289
	DE — Secretary of State

	 	Altra Industrial Motion, Inc.
	 	TCF Equipment Finance, Inc.
	 	 	84016398	 	 	12/03/2008
	 	Hardinge-Bridgeport GX 480 Vertical Machining Center, and Okuma 2 SP-V40





Judgments




     Judgment against “TB Woods” in the jurisdiction of Franklin County Prothonotary, Pennsylvania,
Case No. 2002-1518, filed June 6, 2002, for $1,871.70 by plaintiff Kegerreis/Kyler, et. al.


Defeasance of 9% Senior Secured Notes




     The proceeds of Holdings’ concurrent offering of 8.125% Senior Secured Notes along with cash
on hand of the Loan Parties will be used to repurchase and/or redeem the Company’s outstanding 9%
Senior Secured Notes due 2011. Liens associated with the 9% Senior Secured Notes will not be
terminated until such repurchase and redemption is complete.


Letters of Credit




     As of the Effective Date, certain letters of credit in the aggregate face amount of
$9,266,272.79 (collectively, the “Existing LCs”), which were issued by Wells Fargo
Foothill, Inc. for the account of the Borrowers under the Existing Credit Agreement remain
outstanding. As of the Effective Date, the Issuing Bank has issued a Letter of Credit having an
initial face amount of $9,729,586.43 to Wells Fargo Foothill, Inc. for the account of the Borrowers
to secure the obligations of the Borrowers in respect of the Existing LCs, until such time as all
of the Existing LCs shall have been returned to Wells Fargo Foothill, Inc. and cancelled.


Mortgage




     In June 2006, Holdings entered into a mortgage on its building in Heidelberg, Germany with a
local bank. In the third quarter of 2009, Holdings re-financed the mortgage. Holdings borrowed an
additional €1.0 million. The new mortgage has an interest rate of 3.5% and is payable in monthly
installments over three years. As of November 23, 2009 and December 31, 2008, the mortgage had a
remaining principal balance outstanding of €2.2 million, or $3.3 million, and €1.6 million or $2.3
million, respectively.



14









 





Schedule 6.04

(Existing Investments)



Existing Equity Investments




	 	 	 
	Entity	 	Jurisdiction
	Altra Industrial Motion, Inc.

	 	Delaware
	Altra Industrial Motion (Shenzhen) Ltd

	 	China
	3091780 Nova Scotia Company

	 	Nova Scotia, Canada
	American Enterprises MPT Corp.

	 	Delaware
	American Enterprises MPT Holdings, LLC

	 	Delaware
	Ameridrives International, LLC

	 	Delaware
	Bibby Group Ltd.

	 	United Kingdom
	Bibby Transmissions Ltd.

	 	United Kingdom
	Bibby Turboflex SA

	 	South Africa
	Boston Gear LLC

	 	Delaware
	Dynatork Air Motors Ltd.

	 	United Kingdom
	Dynatork, Ltd.

	 	United Kingdom
	Formsprag LLC

	 	Delaware
	The Hay Hall Group Ltd.

	 	United Kingdom
	Hay Hall Holdings Ltd.

	 	United Kingdom
	Huco Engineering Industries Ltd.

	 	United Kingdom
	Huco Power Transmission, Ltd.

	 	United Kingdom
	Inertia Dynamics, LLC

	 	Delaware
	Kilian Canada, ULC

	 	Nova Scotia, Canada
	Kilian Manufacturing Corporation

	 	Delaware
	Matrix International GmbH

	 	Germany
	Matrix International, Ltd.

	 	United Kingdom
	Nuttall Gear LLC

	 	Delaware
	Rathi Turboflex Pty Ltd.

	 	India
	Saftek Ltd.

	 	United Kingdom
	Stieber GmbH

	 	Germany
	Torsiflex Ltd.

	 	United Kingdom
	Turboflex Ltd.

	 	United Kingdom
	Twiflex Ltd.

	 	United Kingdom
	Warner Electric Australia Pty. Ltd.

	 	Australia
	Warner Electric Europe SAS

	 	France
	Warner Electric Group GmbH

	 	Germany
	Warner Electric (Holding) SAS

	 	France
	Warner Electric International Holding, Inc.

	 	Delaware
	Warner Electric LLC

	 	Delaware
	Warner Electric (Netherlands) Holding, B.V.

	 	Netherlands
	Warner Electric (Singapore), Ltd.

	 	Singapore
	Warner Electric (Taiwan) Ltd.

	 	Taiwan
	Warner Electric Technology LLC

	 	Delaware
	Warner Electric (Thailand) Ltd.

	 	Thailand
	Warner Electric UK Group Ltd.

	 	United Kingdom
	Warner Electric UK Holding, Ltd.

	 	United Kingdom
	Warner Shui Hing Limited, (HK)

	 	Hong Kong
	Wichita Company Ltd.

	 	United Kingdom
	Industrial Blaju, S.A. de C.V.

	 	Mexico
	TB Wood’s Corporation

	 	Delaware
	T.B. Wood’s Canada Ltd.

	 	Canada






15









 






	 	 	 
	Entity	 	Jurisdiction
	TB Wood’s Enterprises, Inc.

	 	Delaware
	TB Wood’s Incorporated

	 	Pennsylvania





Existing Joint Ventures




     Warner Electric LLC holds 40% of Elastomeric Actuators Inc.



16









 





Schedule 6.10




(Existing Restrictions)



     None.



17









 





Attachment 3.05 — Owned Intellectual Property




     See attached.




1











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IP Type	 	Issuing 
Jurisdiction	 	Owner Entity	 	Altra BU	 	Title / Description	 	Registration
Number	 	 	Registration /
Issue Date	 	 	Application 
Number	 	 	Filing Date	 	 	Status
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	ACE	 	 	1771190	 	 	 	5/18/1993	 	 	 	74253998	 	 	 	3/10/1992	 	 	Active
	TM
	 	USA	 	Ameridrives International, LLC	 	Ameridrives	 	AMERICAN	 	 	0529539	 	 	 	8/22/1950	 	 	 	71578852	 	 	 	4/29/1949	 	 	Active
	TM
	 	USA	 	Ameridrives International, LLC	 	Ameridrives	 	AMERICARDAN	 	 	2,488,262	 	 	 	09/11/01	 	 	 	75621192	 	 	 	01/15/1999	 	 	Active
	TM
	 	USA	 	Ameridrives International, LLC	 	Ameridrives	 	AMERIDISC & Design	 	 	0802185	 	 	 	1/18/1966	 	 	 	72219296	 	 	 	5/19/1965	 	 	Active
	TM
	 	USA	 	Ameridrives International, LLC	 	Ameridrives	 	AMERIDRIVES	 	 	2168489	 	 	 	6/23/1998	 	 	 	75204229	 	 	 	11/25/1996	 	 	Active
	TM
	 	USA	 	Ameridrives International, LLC	 	Ameridrives	 	AMERIFLEX	 	 	1000720	 	 	 	12/31/1974	 	 	 	72444883	 	 	 	1/2/1973	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	AMPLIFYING CLUTCH WITH RADIALLY CONTRACTIBLE SHOE	 	 	4,330,054	 	 	 	5/18/1982	 	 	 	151340	 	 	 	5/19/1980	 	 	Active
	Patent
	 	Singapore	 	Warner Electric Technology Inc.	 	FORMSPRAG	 	ANTI-SLIP INESERT FOR A BACKSTOPPING CLUTCH	 	 	92,564	 	 	 	02/28/2005	 	 	 	200206523-3	 	 	 	04/19/2001	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	FORMSPRAG	 	ANTI-SLIP INESERT FOR A BACKSTOPPING CLUTCH	 	 	6,257,388	 	 	 	7/10/2001	 	 	 	09/556510	 	 	 	4/24/2000	 	 	Active
	Patent
	 	Turkey	 	Warner Electric Technology Inc.	 	FORMSPRAG	 	ANTI-SLIP INESERT FOR A BACKSTOPPING CLUTCH	 	 	TR2002 02428B	 	 	 	7/21/2003	 	 	 	02/2428	 	 	 	10/24/2002	 	 	Active
	Patent
	 	Malaysia	 	Warner Electric Technology LLC	 	FORMSPRAG	 	ANTI-SLIP INESERT FOR A BACKSTOPPING CLUTCH	 	 	MY-117,623-A	 	 	 	7/31/2004	 	 	 	P120011880	 	 	 	04/20/2001	 	 	Active
	Patent
	 	Israel	 	Warner Electric Technology Inc.	 	FORMSPRAG	 	ANTI-SLIP INESERT FOR A BACKSTOPPING CLUTCH	 	 	152,385	 	 	 	08/05/2009	 	 	 	152385	 	 	 	10/20/2002	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	WARNER	 	APPARATUS AND METHOD FOR SENSING CLUTCH SLIPPAGE	 	 	4,949,828	 	 	 	8/21/1990	 	 	 	07/260,913	 	 	 	10/21/1988	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	ALCOILS	 	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	 	Warner	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	5,150,779	 	 	 	9/29/1992	 	 	 	820344	 	 	 	1/14/1992	 	 	Active
	Patent
	 	United Kingdom	 	Warner Electric Technology Inc.	 	Warner	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	EP0552011	 	 	 	3/26/1997	 	 	 	EP93300169.5	 	 	 	1/12/1993	 	 	Active
	Patent
	 	Germany	 	Warner Electric Technology Inc.	 	Warner	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	EP0552011	 	 	 	3/26/1997	 	 	 	EP93300169.5	 	 	 	1/12/1993	 	 	Active
	Patent
	 	France	 	Warner Electric Technology Inc.	 	Warner	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	EP0552011	 	 	 	3/26/1997	 	 	 	EP93300169.5	 	 	 	1/12/1993	 	 	Active
	Patent
	 	Europe	 	Warner Electric Technology Inc.	 	WARNER	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	EP0552011	 	 	 	3/26/1997	 	 	 	EP93300169.5	 	 	 	1/12/1993	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	WARNER	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	4,445,606	 	 	 	5/1/1984	 	 	 	06/330,610	 	 	 	12/14/1981	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology Inc.	 	WARNER	 	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 Technology LLC	 	WARNER	 	ARMATURE FOR A SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING	 	 	6,364,084	 	 	 	4/2/2002	 	 	 	09/515779	 	 	 	2/29/2000	 	 	Active
	Patent
	 	South Korea	 	Warner Electric Technology Inc.	 	WARNER	 	ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING	 	 	828,851	 	 	 	05/02/2008	 	 	 	7013844/2001	 	 	 	10/29/2001	 	 	Active
	Patent
	 	Mexico	 	Warner Electric Technology Inc.	 	WARNER	 	ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING	 	 	232,309	 	 	 	11/23./2005	 	 	 	PA/a/2001/010462	 	 	 	10/16/2001	 	 	Active
	Patent Appl.
	 	Japan	 	Warner Electric Technology Inc.	 	WARNER	 	ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING	 	 	 	 	 	 	 	 	 	 	2001-563,800	 	 	 	10/29/2001	 	 	Pending
	Patent
	 	Europe	 	Warner Electric Technology Inc.	 	WARNER	 	ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING	 	 	1,171,721	 	 	 	05/03/2006	 	 	 	09109241.0	 	 	 	02/14/2001	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	AUTOGAP	 	 	681,746	 	 	 	07/14/1959	 	 	 	72046678	 	 	 	2/26/1958	 	 	Active
	TM
	 	United Kingdom	 	Warner Electric Technology LLC	 	Warner	 	AUTOGAP	 	 	795572	 	 	 	09/17/1959	 	 	 	 	 	 	 	09/17/1959	 	 	Active
	TM
	 	Canada	 	Boston Gear LLC	 	Boston Gear	 	BEAR-N-BRONZ & Design	 	 	TMA116839	 	 	 	02/05/1960	 	 	 	252099	 	 	 	07/23/1959	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	BEAR-N-BRONZ	 	 	0603829	 	 	 	3/29/1955	 	 	 	71665847	 	 	 	5/6/1954	 	 	Active
	TM
	 	Canada	 	Boston Gear LLC	 	Boston Gear	 	BG & Design	 	 	TMA116836	 	 	 	02/05/1960	 	 	 	252095	 	 	 	07/23/1959	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	BG & Design	 	 	0298486	 	 	 	10/25/1932	 	 	 	71327723	 	 	 	6/4/1932	 	 	Active
	Patent
	 	Canada	 	Warner Electric Technology Inc.	 	FORMSPRAG	 	IMPROVED BI-DIRECTIONAL BACK STOPPING CLUTCH	 	 	2024208	 	 	 	07/03/2001	 	 	 	2024208	 	 	 	08/29/1990	 	 	Active
	Patent
	 	Japan	 	Warner Electric Technology Inc.	 	Warner	 	CLUTCH BRAKE ASSEMBLY	 	 	3,723,872	 	 	 	09/30/2005	 	 	 	329,410/95	 	 	 	11/27/1995	 	 	Active
	Patent Appl.
	 	Germany	 	Warner Electric Technology Inc.	 	Warner	 	CLUTCH BRAKE ASSEMBLY	 	 	 	 	 	 	 	 	 	 	19544321.7	 	 	 	11/28/1995	 	 	Pending
	Patent
	 	United Kingdom	 	Warner Electric Technology Inc.	 	Warner	 	CLUTCH BRAKE ASSEMBLY	 	 	2,295,656	 	 	 	08/12/1998	 	 	 	9524410.9	 	 	 	11/29/1995	 	 	Active
	Patent
	 	France	 	Warner Electric Technology Inc.	 	WARNER	 	CLUTCH BRAKE ASSEMBLY	 	 	2727485	 	 	 	07/17/1998	 	 	 	9514181	 	 	 	011/30/1995	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	BOSTRONG & Design	 	 	0837074	 	 	 	10/17/1967	 	 	 	72251147	 	 	 	7/27/1966	 	 	Active
	TM
	 	Canada	 	Boston Gear LLC	 	Boston Gear	 	BOST-BRONZ	 	 	TMA118130	 	 	 	05/20/1960	 	 	 	252100	 	 	 	07/23/1959	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	BOST-BRONZ	 	 	0547544	 	 	 	9/4/1951	 	 	 	71597836	 	 	 	5/20/1950	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	BOST-BRONZ	 	 	0612905	 	 	 	9/27/1955	 	 	 	71677082	 	 	 	11/22/1954	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	BOST-FLEX	 	 	1111218	 	 	 	1/16/1979	 	 	 	73163090	 	 	 	3/21/1978	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	BOSTON	 	 	0522912	 	 	 	3/28/1950	 	 	 	71535926	 	 	 	9/27/1947	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	BOSTON & Design	 	 	1374572	 	 	 	12/10/1985	 	 	 	73514378	 	 	 	12/19/1984	 	 	Active
	TM
	 	France	 	Boston Gear LLC	 	Boston Gear	 	BOSTON	 	 	1624494	 	 	 	04/12/1991	 	 	 	INPI121128	 	 	 	04/13/1989	 	 	Active
	TM
	 	Canada	 	Boston Gear LLC	 	Boston Gear	 	BOSTON GEAR	 	 	172185	 	 	 	9/27/1985	 	 	 	 	 	 	 	 	 	 	Active
	TM
	 	Canada	 	Boston Gear LLC	 	Boston Gear	 	BOSTON GEAR & Design	 	 	TMA172185	 	 	 	10/23/1970	 	 	 	318048	 	 	 	11/29/1968	 	 	Active
	TM
	 	Mexico	 	IMO Industries Inc.	 	Boston Gear	 	BOSTON GEAR	 	 	473663	 	 	 	9/15/1994	 	 	 	161734	 	 	 	02/26/1993	 	 	Active
	TM
	 	Australia	 	Boston Gear LLC	 	Boston Gear	 	BOSTON GEAR	 	 	522543	 	 	 	11/6/1989	 	 	 	 	 	 	 	11/06/1989	 	 	Active
	TM
	 	Mexico	 	IMO Industries Inc.	 	Boston Gear	 	BOSTON GEAR	 	 	658794	 	 	 	3/24/2000	 	 	 	161733	 	 	 	02/26/1993	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	BOSTON GEAR	 	 	0905805	 	 	 	1/12/1971	 	 	 	72338165	 	 	 	9/17/1969	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	BOSTON GEAR	 	 	0905846	 	 	 	1/12/1971	 	 	 	72338166	 	 	 	9/17/1969	 	 	Active
	TM
	 	France	 	Boston Gear LLC	 	Boston Gear	 	BOSTON GEAR	 	 	1624494	 	 	 	04/12/1991	 	 	 	INPI121227	 	 	 	04/03/1989	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	BOSTONE	 	 	1131198	 	 	 	2/26/1980	 	 	 	73163091	 	 	 	3/21/1978	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC	 	 	5,445,259	 	 	 	8/29/1995	 	 	 	08/114,320	 	 	 	8/30/1993	 	 	Active
	Patent
	 	United Kingdom	 	Warner Electric Technology Inc.	 	Warner	 	HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC	 	 	0645550	 	 	 	3/29/1995	 	 	 	EP94306356.0	 	 	 	8/30/1994	 	 	Active
	Patent
	 	Germany	 	Warner Electric Technology Inc.	 	Warner	 	HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC	 	 	0645550	 	 	 	3/29/1995	 	 	 	94306356.0	 	 	 	8/30/1994	 	 	Active
	Patent
	 	France	 	Warner Electric Technology Inc.	 	Warner	 	HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC	 	 	0645550	 	 	 	3/29/1995	 	 	 	EP94306356.0	 	 	 	8/30/1994	 	 	Active
	TM
	 	USA	 	Formsprag LLC	 	Formsprag	 	CEBMAG	 	 	1352456	 	 	 	08/06/1985	 	 	 	73513313	 	 	 	12/13/1984	 	 	Active
	TM
	 	USA	 	Formsprag LLC	 	Formsprag	 	CECON	 	 	2871858	 	 	 	08/10/04	 	 	 	78/300,412	 	 	 	09/15/2003	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	CENTRIC	 	 	1365217	 	 	 	10/15/1985	 	 	 	73434105	 	 	 	7/11/1983	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	CLUTCH BRAKE ASSEMBLY	 	 	5,549,186	 	 	 	8/27/1996	 	 	 	08/346,622	 	 	 	11/30/1994	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	CLUTCH WITH FAIL-SAFE HELICAL SPRING	 	 	4,418,811	 	 	 	12/6/1983	 	 	 	06/260,413	 	 	 	5/4/1981	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	CLUTCH WITH SPACER FOR SUPPORTING A BEARING	 	 	5,285,882	 	 	 	2/15/1994	 	 	 	07/996,122	 	 	 	12/23/1992	 	 	Active
	Patent
	 	United Kingdom	 	Warner Electric Technology Inc.	 	Warner	 	CLUTCH WITH SPACER FOR SUPPORTING A BEARING	 	 	EP0604190	 	 	 	9/3/1997	 	 	 	EP93310365.7	 	 	 	12/21/1993	 	 	Active
	Patent
	 	Germany	 	Warner Electric Technology Inc.	 	Warner	 	CLUTCH WITH SPACER FOR SUPPORTING A BEARING	 	 	EP0604190	 	 	 	9/3/1997	 	 	 	93310365.7	 	 	 	12/21/1993	 	 	Active
	Patent
	 	France	 	Warner Electric Technology Inc.	 	Warner	 	CLUTCH WITH SPACER FOR SUPPORTING A BEARING	 	 	EP0604190	 	 	 	9/3/1997	 	 	 	EP93310365.7	 	 	 	12/21/1993	 	 	Active
	Patent
	 	Europe	 	Warner Electric Technology Inc.	 	WARNER	 	CLUTCH WITH SPACER FOR SUPPORTING A BEARING	 	 	EP0604190	 	 	 	9/3/1997	 	 	 	EP93310365.7	 	 	 	12/21/1993	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	WARNER	 	CLUTCH/BRAKE UNIT	 	 	5,033,595	 	 	 	7/23/1991	 	 	 	07/535,428	 	 	 	6/8/1990	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	DCX	 	 	1689927	 	 	 	6/2/1992	 	 	 	74151919	 	 	 	3/27/1991	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	DCX PLUS	 	 	1794125	 	 	 	9/21/1993	 	 	 	74151939	 	 	 	3/27/1991	 	 	Active
	TM
	 	USA	 	Nuttall Gear LLC	 	Nuttall Gear	 	DELROYD	 	 	3,025,384	 	 	 	12/13/2005	 	 	 	76/586088	 	 	 	4/12/2004	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	ALCOILS	 	DIGITAL CONTROL SYSTEM FOR ELECTROMAGNETIC CLUTCH	 	 	5,094,332	 	 	 	3/10/1992	 	 	 	07/664,075	 	 	 	12/31/1990	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology Inc.	 	Formsprag	 	DUAL START DRIVE SYSTEM	 	 	4,621,720	 	 	 	11/11/1986	 	 	 	06/813,538	 	 	 	12/26/1985	 	 	Active
	Patent
	 	Japan	 	Warner Electric Technology Inc.	 	WARNER	 	ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE	 	 	3,507,954	 	 	 	1/9/2004	 	 	 	288,154/92	 	 	 	10/09/1992	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	WARNER	 	ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE	 	 	5,119,918	 	 	 	6/9/1992	 	 	 	07/774,92	 	 	 	10/11/1991	 	 	Active
	Patent
	 	United Kingdom	 	Warner Electric Technology Inc.	 	WARNER	 	ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE	 	 	EP0637022	 	 	 	5/29/1996	 	 	 	EP92309229.0	 	 	 	10/9/1992	 	 	Active
	Patent
	 	Taiwan	 	Warner Electric Technology Inc.	 	WARNER	 	ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE	 	 	NI61152	 	 	 	6/23/1993	 	 	 	81105630	 	 	 	7/16/1992	 	 	Active
	Patent
	 	South Korea	 	Warner Electric Technology Inc.	 	WARNER	 	ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE	 	 	232799	 	 	 	9/8/1999	 	 	 	18665/1992	 	 	 	10/10/1992	 	 	Active
	Patent
	 	Italy	 	Warner Electric Technology Inc.	 	WARNER	 	ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE	 	 	EP0637022	 	 	 	5/29/1996	 	 	 	EP92309229.0	 	 	 	10/9/1992	 	 	Active
	Patent
	 	Germany	 	Warner Electric Technology Inc.	 	WARNER	 	ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE	 	 	EP0637022	 	 	 	5/29/1996	 	 	 	P69211088.7	 	 	 	10/9/1992	 	 	Active
	Patent
	 	France	 	Warner Electric Technology Inc.	 	WARNER	 	ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE	 	 	EP0637022	 	 	 	5/29/1996	 	 	 	EP92309229.0	 	 	 	10/9/1992	 	 	Active






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IP Type	 	Issuing 
Jurisdiction	 	Owner Entity	 	Altra BU	 	Title / Description	 	Registration
Number	 	 	Registration /
Issue Date	 	 	Application 
Number	 	 	Filing Date	 	 	Status
	Patent
	 	Europe	 	Warner Electric Technology Inc.	 	WARNER	 	ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE	 	 	EP0637022	 	 	 	5/29/1996	 	 	 	EP92309229.0	 	 	 	10/9/1992	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	WARNER	 	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	 	WARNER	 	ELECTROMAGNETIC COUPLING DISC AND METHOD OF MAKING THE DISC	 	 	4,951,797	 	 	 	8/28/1990	 	 	 	07/262,358	 	 	 	10/25/1988	 	 	Active
	Patent
	 	Japan	 	Warner Electric Technology Inc.	 	WARNER	 	ELECTROMAGNETIC COUPLING DISC AND METHOD OF MAKING THE DISC	 	 	2761413	 	 	 	3/20/1998	 	 	 	275764/89	 	 	 	10/23/1989	 	 	Active
	Patent
	 	Canada	 	Warner Electric Technology Inc.	 	WARNER	 	ELECTROMAGNETIC COUPLING DISC AND METHOD OF MAKING THE DISC	 	 	1315218	 	 	 	3/30/1993	 	 	 	614020	 	 	 	9/28/1989	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	WARNER	 	ELECTROMAGNETIC COUPLING DISCS AND METHOD OF MAKING THE SAME.	 	 	5,096,036	 	 	 	3/17/1992	 	 	 	07/531,465	 	 	 	5/31/1990	 	 	Active
	Patent
	 	United Kingdom	 	Warner Electric Technology Inc.	 	WARNER	 	ELECTROMAGNETIC COUPLING DISCS AND METHOD OF MAKING THE SAME.	 	 	2244529	 	 	 	2/2/1994	 	 	 	9111037.9	 	 	 	5/22/1991	 	 	Active
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	 	Germany	 	Warner Electric Technology Inc.	 	warner	 	ELECTROMAGNETIC COUPLING DISCS AND METHOD OF MAKING THE SAME.	 	 	G9106611.5	 	 	 	10/24/1991	 	 	 	G9106611.5	 	 	 	5/29/1991	 	 	Active
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	 	France	 	Warner Electric Technology Inc.	 	WARNER	 	ELECTROMAGNETIC COUPLING DISCS AND METHOD OF MAKING THE SAME.	 	 	9106536	 	 	 	1/20/1995	 	 	 	9106536	 	 	 	5/30/1991	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	WARNER	 	ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS	 	 	4,974,705	 	 	 	12/4/1990	 	 	 	07/451,609	 	 	 	12/18/1989	 	 	Active
	Patent
	 	United Kingdom	 	Warner Electric Technology Inc.	 	WARNER	 	ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS	 	 	EP0434272	 	 	 	7/20/1994	 	 	 	EP90313378	 	 	 	12/10/1990	 	 	Active
	Patent
	 	Italy	 	Warner Electric Technology Inc.	 	WARNER	 	ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS	 	 	EP0434272	 	 	 	7/20/1994	 	 	 	EP90313378	 	 	 	12/10/1990	 	 	Active
	Patent
	 	Germany	 	Warner Electric Technology Inc.	 	WARNER	 	ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS	 	 	EP0434272	 	 	 	7/20/1994	 	 	 	90313378.3	 	 	 	12/10/1990	 	 	Active
	Patent
	 	France	 	Warner Electric Technology Inc.	 	WARNER	 	ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS	 	 	EP0434272	 	 	 	7/20/1994	 	 	 	EP90313378	 	 	 	12/10/1990	 	 	Active
	Patent
	 	Europe	 	Warner Electric Technology Inc.	 	WARNER	 	ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS	 	 	EP0434272	 	 	 	7/20/1994	 	 	 	EP90313378	 	 	 	12/10/1990	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	WARNER	 	ELECTROMAGNETIC SYNCHRONIZING AND SHIFTING CLUTCH - ESS	 	 	5,052,534	 	 	 	10/1/1991	 	 	 	07/605,517	 	 	 	10/30/1990	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	ELECTRO-MODULE	 	 	0838675	 	 	 	11/14/1967	 	 	 	72200306	 	 	 	8/20/1964	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	ELECTRO-PACK	 	 	0741888	 	 	 	12/11/1962	 	 	 	72127440	 	 	 	9/7/1961	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Formsprag	 	F AND DESIGN	 	 	0743735	 	 	 	01/15/1963	 	 	 	72125482	 	 	 	8/7/1961	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	FIELD ASSEMBLY FOR AN ELECTROMAGNET	 	 	5,250,921	 	 	 	10/5/1993	 	 	 	07/600,199	 	 	 	10/19/1990	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Wichita	 	FLUID OPERATED BRAKE DEVICE (MISTRAL BRAKE)	 	 	5,908,092	 	 	 	6/1/1999	 	 	 	256949	 	 	 	7/27/1994	 	 	Active
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	 	USA	 	Warner Electric Technology LLC	 	WARNER	 	FORD AEROSTAR TRANSFER CASE CLUTCH	 	 	4,828,091	 	 	 	5/9/1989	 	 	 	07/152,820	 	 	 	2/5/1988	 	 	Active
	TM
	 	Switzerland	 	Warner Electric Technology LLC	 	Formsprag	 	FORMCHROME	 	 	P-412221	 	 	 	10/18/1994	 	 	 	07371/1993.0	 	 	 	05/17/1993	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Formsprag	 	FORMCHROME	 	 	0867512	 	 	 	04/01/1969	 	 	 	72300576	 	 	 	6/17/1968	 	 	Active
	TM
	 	Japan	 	Warner Electric Technology LLC	 	Formsprag	 	FORMCHROME	 	 	1390521	 	 	 	09/28/1979	 	 	 	114147/1975	 	 	 	09/17/1975	 	 	Active
	TM
	 	Switzerland	 	Warner Electric Technology LLC	 	Formsprag	 	FORM-LOCK	 	 	P-412226	 	 	 	10/18/1994	 	 	 	7378/1993.2	 	 	 	05/17/1993	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Formsprag	 	FORM-LOCK	 	 	0870852	 	 	 	06/10/1969	 	 	 	72300575	 	 	 	6/17/1968	 	 	Active
	Patent
	 	Singapore	 	Warner Electric Technology Inc.	 	Formsprag	 	FORMLOCK SHOES WITH FLATS	 	 	52,991	 	 	 	04/30/2004	 	 	 	9702069-7	 	 	 	06/27/1997	 	 	Active
	Patent
	 	India	 	Warner Electric Technology Inc.	 	Formsprag	 	FORMLOCK SHOES WITH FLATS	 	 	200,445	 	 	 	05/25/2006	 	 	 	1122/MAS/97	 	 	 	05/27/1997	 	 	Active
	Patent Appl.
	 	Germany	 	Warner Electric Technology Inc.	 	Formsprag	 	FORMLOCK SHOES WITH FLATS	 	 	 	 	 	 	 	 	 	 	19726427.3	 	 	 	06/20/1997	 	 	Pending
	Patent
	 	United Kingdom	 	Warner Electric Technology Inc.	 	Formsprag	 	FORMLOCK SHOES WITH FLATS	 	 	2,314,388	 	 	 	05/31/2000	 	 	 	97127633	 	 	 	06/17/1997	 	 	Active
	TM
	 	Benelux	 	Warner Electric Technology LLC	 	FORMSPRAG	 	FORMSPRAG	 	 	15729	 	 	 	01/21/1971	 	 	 	248	 	 	 	01/21/1971	 	 	Active
	TM
	 	Sweden	 	Warner Electric Technology LLC	 	FORMSPRAG	 	FORMSPRAG	 	 	83978	 	 	 	12/20/1957	 	 	 	 	 	 	 	 	 	 	Active
	TM
	 	Canada	 	Warner Electric Technology LLC	 	FORMSPRAG	 	FORMSPRAG	 	 	TMA108144	 	 	 	09/27/1957	 	 	 	0239971	 	 	 	03/21/1957	 	 	Active
	TM
	 	Mexico	 	Warner Electric Technology LLC	 	FORMSPRAG	 	FORMSPRAG	 	 	205855	 	 	 	09/02/1997	 	 	 	114172	 	 	 	06/22/1997	 	 	Active
	TM
	 	Switzerland	 	Warner Electric Technology LLC	 	FORMSPRAG	 	FORMSPRAG	 	 	P-287755	 	 	 	04/26/1997	 	 	 	01681/1977	 	 	 	04/01/1997	 	 	Active
	TM
	 	Italy	 	Warner Electric Technology Inc.	 	FORMSPRAG	 	FORMSPRAG	 	 	781,460	 	 	 	05/27/1958	 	 	 	X	 	 	 	04/23/1957	 	 	Active
	TM
	 	Switzerland	 	Warner Electric Technology LLC	 	FORMSPRAG	 	FORMSPRAG & Design	 	 	P-412187	 	 	 	10/14/1994	 	 	 	07373/1993.3	 	 	 	05/17/1993	 	 	Active
	TM
	 	China	 	Warner Electric Technology Inc.	 	FORMSPRAG	 	FORMSPRAG	 	 	520390	 	 	 	05/30/1990	 	 	 	8927113	 	 	 	 	 	 	Active
	TM
	 	India	 	Warner Electric Technology LLC	 	FORMSPRAG	 	FORMSPRAG	 	 	694707	 	 	 	05/11/2005	 	 	 	694707	 	 	 	01/17/1996	 	 	Active
	TM
	 	Germany	 	Warner Electric Technology LLC	 	FORMSPRAG	 	FORMSPRAG	 	 	708841	 	 	 	11/28/1957	 	 	 	708 841/7 (F 7773	)	 	 	04/02/1957	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	FORMSPRAG	 	FORMSRPAG & Design	 	 	0444642	 	 	 	01/15/1952	 	 	 	71510384	 	 	 	10/7/1946	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	FORMSPRAG	 	FORMSPRAG	 	 	1216418	 	 	 	11/16/1982	 	 	 	73326809	 	 	 	9/4/1981	 	 	Active
	TM
	 	Japan	 	Warner Electric Technology LLC	 	FORMSPRAG	 	FORMSPRAG	 	 	1169444	 	 	 	11/06/1975	 	 	 	127386/1971	 	 	 	11/24/1971	 	 	Active
	TM
	 	France	 	Warner Electric Technology LLC	 	FORMSPRAG	 	FORMSPRAG	 	 	1197077	 	 	 	03/10/1972	 	 	 	622349	 	 	 	 	 	 	Active
	TM
	 	Spain	 	Warner Electric Technology LLC	 	FORMSPRAG	 	FORMSPRAG	 	 	2006258	(3)	 	 	07/05/1996	 	 	 	2006258	(3)	 	 	 	 	 	Active
	TM
	 	Japan	 	Warner Electric Technology LLC	 	FORMSPRAG	 	FORMSPRAG	 	 	4018891	 	 	 	06/27/1997	 	 	 	135207/1995	 	 	 	12/28/1995	 	 	Active
	TM
	 	Brazil	 	Warner Electric Technology Inc.	 	FORMSPRAG	 	FORMSPRAG	 	 	770219144	 	 	 	04/20/1982	 	 	 	X	 	 	 	08/12/1997	 	 	Active
	TM
	 	Germany	 	Warner Electric Technology LLC	 	FORMSPRAG	 	FORMSPRAG PCE	 	 	998923	 	 	 	03/07/1980	 	 	 	D34115/7WZ	 	 	 	06/07/1979	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	FRICTION FACE FOR A MAGNETIC COUPLING	 	 	4,718,529	 	 	 	1/12/1988	 	 	 	06/891,156	 	 	 	7/31/1986	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	GTS DESIGN	 	 	1111207	 	 	 	1/16/1979	 	 	 	73135945	 	 	 	8/1/1977	 	 	Active
	Patent
	 	Japan	 	Warner Electric Technology Inc.	 	warner	 	HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC	 	 	3,966,368	 	 	 	08/29/2007	 	 	 	227,370/94	 	 	 	08/30/1994	 	 	Active
	Patent
	 	Europe	 	Warner Electric Technology Inc.	 	warner	 	HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC	 	 	EP0645550	 	 	 	9/9/1994	 	 	 	EP94306356.0	 	 	 	8/30/1994	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	I-MAG	 	 	1852254	 	 	 	9/6/1994	 	 	 	74385497	 	 	 	5/3/1993	 	 	Active
	Patent
	 	United Kingdom	 	Warner Electric Technology Inc.	 	Formsprag	 	IMPROVED BI-DIRECTIONAL BACK STOPPING CLUTCH	 	 	EP2237855	 	 	 	1/12/1994	 	 	 	9021038.6	 	 	 	9/27/1990	 	 	Active
	Patent
	 	Israel	 	Warner Electric Technology Inc.	 	Formsprag	 	IMPROVED BI-DIRECTIONAL BACK STOPPING CLUTCH	 	 	95688	 	 	 	11/19/1992	 	 	 	95688	 	 	 	9/14/1990	 	 	Active
	TM
	 	Canada	 	Warner Electric Technology Inc.	 	Wichita	 	KOPPER KOOL	 	 	TMA568894	 	 	 	10/06/2002	 	 	 	1001794	 	 	 	01/12/1999	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Wichita	 	KOPPER KOOL	 	 	1258259	 	 	 	11/22/1983	 	 	 	73334553	 	 	 	10/28/1981	 	 	Active
	TM
	 	Japan	 	Warner Electric Technology LLC	 	Wichita	 	KOPPER KOOL	 	 	1759530	 	 	 	04/23/1985	 	 	 	84256/1981	 	 	 	10/08/1981	 	 	Active
	TM
	 	Germany	 	Warner Electric Technology LLC	 	Wichita	 	KOPPER KOOL	 	 	1,039,311	 	 	 	10/06/1982	 	 	 	D36687/7	 	 	 	10/08/1981	 	 	Active
	TM
	 	Spain	 	Warner Electric Technology Inc.	 	Wichita	 	KOPPER KOOL & Design	 	 	1662162	 	 	 	06/05/1992	 	 	 	1662161	 	 	 	10/17/1991	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Formsprag	 	LLH	 	 	1759504	 	 	 	03/23/1993	 	 	 	74303730	 	 	 	8/13/1992	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	LOCATING RING FOR ENCAPULATING A COIL	 	 	5,497,136	 	 	 	3/5/1996	 	 	 	08/238,619	 	 	 	5/4/1994	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	MAG STOP	 	 	1,851,941	 	 	 	08/30/1994	 	 	 	74327472	 	 	 	11/2/1992	 	 	Active
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	 	South Korea	 	Warner Electric Technology Inc.	 	Warner	 	MAG STOP CLUTCH WITH CENTER POLE	 	 	530,579	 	 	 	11/16/2005	 	 	 	15334/1999	 	 	 	4/29/1999	 	 	Active
	Patent
	 	Europe	 	Warner Electric Technology Inc.	 	WARNER	 	MAG STOP CLUTCH WITH CENTER POLE	 	 	0953784	 	 	 	9/22/2004	 	 	 	99303330.7	 	 	 	4/28/99	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	MAG STOP CLUTCH WITH CENTER POLE	 	 	5,971,121	 	 	 	10/26/1999	 	 	 	09/070,068	 	 	 	4/30/1998	 	 	Active
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	 	Mexico	 	Warner Electric Technology Inc.	 	Warner	 	MAG STOP CLUTCH WITH CENTER POLE	 	 	211,337	 	 	 	11/12/2002	 	 	 	99.3856	 	 	 	4/26/1999	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	WARNER	 	MAGNETIC FIXTURE ASSEMBLY	 	 	4,777,463	 	 	 	10/11/1988	 	 	 	07/101,379	 	 	 	9/25/1987	 	 	Active
	TM
	 	Finland	 	Warner Electric Technology Inc.	 	Wichita	 	MAGNUM	 	 	111882	 	 	 	05/20/1991	 	 	 	T198601641	 	 	 	04/24/1986	 	 	Active
	TM
	 	United Kingdom	 	Warner Electric Technology Inc.	 	Wichita	 	MAGNUM	 	 	879962	 	 	 	05/25/1965	 	 	 	879962	 	 	 	05/25/1965	 	 	Active
	TM
	 	Germany	 	Warner Electric Technology Inc.	 	Wichita	 	MAGNUM	 	 	1147081	 	 	 	10/02/1989	 	 	 	T 25 465	 	 	 	04/17/1986	 	 	Active
	TM
	 	United Kingdom	 	Warner Electric Technology Inc.	 	Wichita	 	MAGNUM	 	 	1263574	 	 	 	09/05/1989	 	 	 	1263574	 	 	 	03/17/1986	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Wichita	 	MAGNUM	 	 	2,892,316	 	 	 	10/12/2004	 	 	 	76/336,606	 	 	 	11/13/2001	 	 	Active
	TM
	 	France	 	Warner Electric Technology Inc.	 	Wichita	 	MAGNUM	 	 	1354695	 	 	 	05/14/1986	 	 	 	796007	 	 	 	 	 	 	Active
	TM
	 	Spain	 	Warner Electric Technology LLC	 	Wichita	 	MAGNUM	 	 	1,142,629	 	 	 	10/02/1989	 	 	 	 	 	 	 	04/11/1986	 	 	Active
	TM
	 	Australia	 	Warner Electric Technology Inc.	 	Wichita	 	MAGNUM	 	 	445,110	 	 	 	06/12/1989	 	 	 	445110	 	 	 	05/09/1986	 	 	Active
	TM
	 	USA	 	Formsprag LLC	 	Marland	 	MARLAND	 	 	2667819	 	 	 	12/31/2002	 	 	 	76118280	 	 	 	8/28/2000	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	MESUR-FIL	 	 	0990826	 	 	 	08/13/1974	 	 	 	72464823	 	 	 	8/6/1973	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	METHOD OF FORMING A COUPLING DISC FOR AN ELECTROMAGNETIC COUPLING	 	 	4,685,202	 	 	 	8/11/1987	 	 	 	06/818,217	 	 	 	1/13/1986	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC	 	 	5,125,255	 	 	 	6/30/1992	 	 	 	07/721,972	 	 	 	6/27/1991	 	 	Active
	Patent
	 	United Kingdom	 	Warner Electric Technology Inc.	 	Warner	 	METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC	 	 	EP0521640	 	 	 	1/18/1995	 	 	 	EP92305695.6	 	 	 	6/22/1992	 	 	Active






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IP Type	 	Issuing 
Jurisdiction	 	Owner Entity	 	Altra BU	 	Title / Description	 	Registration
Number	 	 	Registration /
Issue Date	 	 	Application 
Number	 	 	Filing Date	 	 	Status
	Patent
	 	Japan	 	Warner Electric Technology Inc.	 	Warner	 	METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC	 	 	3316595	 	 	 	06/14/2002	 	 	 	191,371/92	 	 	 	06/26/1992	 	 	Active
	Patent
	 	Germany	 	Warner Electric Technology Inc.	 	Warner	 	METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC	 	 	EP0521640	 	 	 	1/18/1995	 	 	 	P69201221.4	 	 	 	6/22/1992	 	 	Active
	Patent
	 	France	 	Warner Electric Technology Inc.	 	Warner	 	METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC	 	 	EP0521640	 	 	 	1/18/1995	 	 	 	EP92305695.6	 	 	 	6/22/1992	 	 	Active
	Patent
	 	Europe	 	Warner Electric Technology Inc.	 	WARNER	 	METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC	 	 	EP0521640	 	 	 	1/18/1995	 	 	 	EP92305695.6	 	 	 	6/22/1992	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	WARNER	 	METHOD OF MANUFACTURING A COMPONENT FOR AN ELECTROMAGNETIC FRICTION CLUTCHASSEMBLY	 	 	5,708,955	 	 	 	1/13/1998	 	 	 	08/558,906	 	 	 	11/16/1995	 	 	Active
	Patent
	 	United Kingdom	 	Warner Electric Technology Inc.	 	WARNER	 	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.	 	WARNER	 	METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH ASSEMBLY	 	 	EP0867630	 	 	 	10/16/2002	 	 	 	98302223.7	 	 	 	03/24/1998	 	 	Active
	Patent Appl.
	 	Japan	 	Warner Electric Technology Inc.	 	WARNER	 	METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH ASSEMBLY	 	 	 	 	 	 	 	 	 	 	96,867/98	 	 	 	03/25/1998	 	 	Pending
	Patent
	 	USA	 	Warner Electric Technology LLC	 	WARNER	 	METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH ASSEMBLY	 	 	5,920,981	 	 	 	7/13/1999	 	 	 	08/823,990	 	 	 	3/25/1997	 	 	Active
	Patent
	 	Italy	 	Warner Electric Technology Inc.	 	WARNER	 	METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH ASSEMBLY	 	 	EP0867630	 	 	 	10/16/2002	 	 	 	98302223.7	 	 	 	03/24/1998	 	 	Active
	Patent
	 	Germany	 	Warner Electric Technology Inc.	 	WARNER	 	METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH ASSEMBLY	 	 	EP0867630	 	 	 	10/16/2002	 	 	 	98302223.7	 	 	 	03/14/1998	 	 	Active
	Patent
	 	Europe	 	Warner Electric Technology Inc.	 	WARNER	 	METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH ASSEMBLY	 	 	0867630	 	 	 	10/16/2002	 	 	 	98302223.7	 	 	 	03/24/1998	 	 	Active
	TM
	 	Finland	 	Warner Electric Technology LLC	 	Wichita	 	MISTRAL	 	 	TM 142083	 	 	 	01/22/1996	 	 	 	T199104906	 	 	 	10/16/1991	 	 	Active
	TM
	 	Benelux	 	Warner Electric Technology LLC	 	Wichita	 	MISTRAL	 	 	508812	 	 	 	10/21/1991	 	 	 	770814	 	 	 	 	 	 	Active
	TM
	 	Australia	 	Warner Electric Technology Inc.	 	Wichita	 	MISTRAL	 	 	564784	 	 	 	06/29/1993	 	 	 	564784	 	 	 	10/03/1991	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Wichita	 	MISTRAL	 	 	2168734	 	 	 	06/30/1998	 	 	 	74240876	 	 	 	1/28/1992	 	 	Active
	TM
	 	United Kingdom	 	Warner Electric Technology LLC	 	Wichita	 	MISTRAL	 	 	1475775	 	 	 	06/27/1997	 	 	 	 	 	 	 	09/07/1991	 	 	Active
	TM
	 	France	 	Warner Electric Technology Inc.	 	Wichita	 	MISTRAL	 	 	1700743	 	 	 	10/22/1991	 	 	 	 	 	 	 	 	 	 	Active
	TM
	 	Germany	 	Warner Electric Technology LLC	 	Wichita	 	MISTRAL	 	 	2025422	 	 	 	11/30/1992	 	 	 	T32561	 	 	 	10/19/1991	 	 	Active
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	 	Japan	 	Warner Electric Technology LLC	 	Wichita	 	MISTRAL	 	 	4033376	 	 	 	07/25/1997	 	 	 	100751/1991	 	 	 	09/27/1991	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	MOTOR MULTIPLIER	 	 	1131648	 	 	 	3/11/1980	 	 	 	73184680	 	 	 	9/5/1978	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Wichita	 	MULTIPLE ACTUATOR BRAKE	 	 	6,029,782	 	 	 	2/29/2000	 	 	 	08/047,002	 	 	 	3/24/1998	 	 	Active
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	 	USA	 	Warner Electric Technology LLC	 	Warner	 	NEWFLEX II	 	 	4,493,407	 	 	 	1/15/1985	 	 	 	06/330,651	 	 	 	12/14/1981	 	 	Active
	TM
	 	USA	 	Nuttall Gear LLC	 	Nuttall Gear	 	NGC & Design	 	 	3,031,121	 	 	 	12/20/2005	 	 	 	76/586087	 	 	 	4/12/2004	 	 	Active
	TM
	 	USA	 	Nuttall Gear LLC	 	Nuttall Gear	 	Nuttall	 	 	3,031,120	 	 	 	12/20/2005	 	 	 	76/586086	 	 	 	4/12/2004	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	OPTIMOUNT	 	 	0670192	 	 	 	11/25/1958	 	 	 	72046238	 	 	 	2/20/1958	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	PCE	 	 	1136601	 	 	 	06/03/1980	 	 	 	73193726	 	 	 	11/17/1978	 	 	Active
	TM
	 	Japan	 	Warner Electric Technology LLC	 	Warner	 	PCE	 	 	1551186	 	 	 	11/26/1982	 	 	 	85449/1978	 	 	 	11/22/1978	 	 	Active
	TM
	 	Canada	 	Boston Gear LLC	 	Boston Gear	 	RATIO MOTOR	 	 	UCA6161	 	 	 	06/18/1936	 	 	 	168466	 	 	 	06/18/1936	 	 	Active
	TM
	 	Canada	 	Boston Gear LLC	 	Boston Gear	 	RATIO PAX	 	 	TMA208074	 	 	 	7/4/1975	 	 	 	374799	 	 	 	05/01/1974	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	RATIOPAX	 	 	0985828	 	 	 	6/11/1974	 	 	 	72456678	 	 	 	5/7/1973	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	RATIOTROL	 	 	0743713	 	 	 	1/15/1963	 	 	 	72137450	 	 	 	2/7/1962	 	 	Active
	TM
	 	Canada	 	Boston Gear LLC	 	Boston Gear	 	RIGHT-90	 	 	TMA143118	 	 	 	12/17/1965	 	 	 	288461	 	 	 	04/01/1965	 	 	Active
	TM
	 	Switzerland	 	Warner Electric Technology Inc.	 	Stieber	 	RL	 	 	P-414247	 	 	 	01/31/1995	 	 	 	7376/1993.9	 	 	 	05/17/1993	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	WARNER	 	ROTOR FOR ELECTROMAGNETIC COUPLING	 	 	5,305,865	 	 	 	4/26/1994	 	 	 	08/026,995	 	 	 	3/5/1993	 	 	Active
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	 	United Kingdom	 	Warner Electric Technology Inc.	 	WARNER	 	ROTOR FOR ELECTROMAGNETIC COUPLING	 	 	EP0614023	 	 	 	5/21/1997	 	 	 	EP94301526.3	 	 	 	3/3/1994	 	 	Active
	Patent
	 	Germany	 	Warner Electric Technology Inc.	 	WARNER	 	ROTOR FOR ELECTROMAGNETIC COUPLING	 	 	EP0614023	 	 	 	5/21/1997	 	 	 	EP94301526.3	 	 	 	3/3/1994	 	 	Active
	Patent
	 	France	 	Warner Electric Technology Inc.	 	WARNER	 	ROTOR FOR ELECTROMAGNETIC COUPLING	 	 	EP0614023	 	 	 	5/21/1997	 	 	 	EP94301526.3	 	 	 	3/3/1994	 	 	Active
	Patent
	 	Europe	 	Warner Electric Technology Inc.	 	WARNER	 	ROTOR FOR ELECTROMAGNETIC COUPLING	 	 	EP0614023	 	 	 	5/21/1997	 	 	 	EP94301526.3	 	 	 	3/3/1994	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	SHEAVE-GRIP	 	 	3,085,816	 	 	 	4/25/2006	 	 	 	76/498,191	 	 	 	3/14/2003	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	SOFT-START ELECTROMAGNETIC COUPLING	 	 	4,749,073	 	 	 	6/7/1988	 	 	 	07/048,672	 	 	 	5/11/1987	 	 	Active
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	 	South Korea	 	Warner Electric Technology Inc.	 	Warner	 	SOUND DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	519,028	 	 	 	09/27/2005	 	 	 	6203/1999	 	 	 	2/25/1999	 	 	Active
	Patent Appl.
	 	Germany	 	Warner Electric Technology Inc.	 	Warner	 	SOUND DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	 	 	 	 	 	 	 	 	19908439.4	 	 	 	2/26/1999	 	 	Pending
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	 	USA	 	Warner Electric Technology LLC	 	Warner	 	METHOD FOR MAKING AN ARMATURTE ASSEMBLEY	 	 	6,591,477	 	 	 	7/7/2003	 	 	 	09/684,117	 	 	 	10/06/2000	 	 	Active
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	 	United Kingdom	 	Warner Electric Technology Inc.	 	Warner	 	SOUND DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	2,338,681	 	 	 	07/24/2002	 	 	 	9904390.3	 	 	 	2/25/1999	 	 	Active
	Patent
	 	Japan	 	Warner Electric Technology Inc.	 	Warner	 	ELECTROMAGNETIC SYNCHRONIZING AND SHIFTING CLUTCH - ESS	 	 	3,433,269	 	 	 	5/30/2003	 	 	 	343,834/91	 	 	 	10/28/1991	 	 	Active
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	 	France	 	Warner Electric Technology Inc.	 	WARNER	 	SOUND DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	9902452	 	 	 	12/22/2000	 	 	 	9902452	 	 	 	2/26/1999	 	 	Active
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	 	USA	 	Warner Electric Technology LLC	 	Warner	 	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	 	Warner	 	SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	5,372,228	 	 	 	12/13/1994	 	 	 	08/026,499	 	 	 	3/4/1993	 	 	Active
	Patent
	 	United Kingdom	 	Warner Electric Technology Inc.	 	Warner	 	SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	EP0614022	 	 	 	12/11/1996	 	 	 	EP94301484.5	 	 	 	3/2/1994	 	 	Active
	Patent
	 	Germany	 	Warner Electric Technology Inc.	 	Warner	 	SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	EP0614022	 	 	 	12/11/1996	 	 	 	P69401077.4	 	 	 	3/2/1994	 	 	Active
	Patent
	 	France	 	Warner Electric Technology Inc.	 	Warner	 	SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	EP0614022	 	 	 	12/11/1996	 	 	 	EP94301484.5	 	 	 	3/2/1994	 	 	Active
	Patent
	 	Europe	 	Warner Electric Technology Inc.	 	WARNER	 	SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	EP0614022	 	 	 	12/11/1996	 	 	 	EP94301484.5	 	 	 	3/2/1994	 	 	Active
	Patent
	 	United Kingdom	 	Warner Electric Technology Inc.	 	Formsprag	 	SPING ENERGIZED CAGE CENTERING DEVICE	 	 	2,327,721	 	 	 	06/19/2002	 	 	 	9815920.5	 	 	 	07/21/1998	 	 	Active
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	 	USA	 	Warner Electric Technology LLC	 	Wichita	 	SPLIT TUBE HAVING RETAINABLE ENDS	 	 	5,280,829	 	 	 	1/25/1994	 	 	 	07/931,638	 	 	 	8/18/1992	 	 	Active
	Patent
	 	South Korea	 	Warner Electric Technology Inc.	 	Formsprag	 	SPRAG FAMILY	 	 	516,444	 	 	 	09/14/2005	 	 	 	42951/1998	 	 	 	10/14/1998	 	 	Active
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	 	USA	 	Warner Electric Technology Inc.	 	FORMSPRAG	 	SPRAG FAMILY	 	 	6,109,409	 	 	 	08/29/2000	 	 	 	08/949,741	 	 	 	10/14/1997	 	 	Active
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	 	Israel	 	Warner Electric Technology Inc.	 	Formsprag	 	SPRAG RETAINER WITH ROTATIONAL RESTRAINT	 	 	107584	 	 	 	11/12/1993	 	 	 	107584	 	 	 	11/12/1993	 	 	Active
	Patent Appl.
	 	Japan	 	Warner Electric Technology Inc.	 	Formsprag	 	SPING ENERGIZED CAGE CENTERING DEVICE	 	 	 	 	 	 	 	 	 	 	225,209/98	 	 	 	07/27/1998	 	 	Pending
	Patent Appl.
	 	Germany	 	Warner Electric Technology Inc.	 	Formsprag	 	SPING ENERGIZED CAGE CENTERING DEVICE	 	 	 	 	 	 	 	 	 	 	19834200.4	 	 	 	07/29/1998	 	 	Pending
	Patent
	 	China	 	Warner Electric Technology Inc.	 	FORMSPRAG	 	SPING ENERGIZED CAGE CENTERING DEVICE	 	 	ZL 9811650.4	 	 	 	3/31/2004	 	 	 	98116650.4	 	 	 	07/29/1998	 	 	Active
	Patent Appl.
	 	Japan	 	Warner Electric Technology Inc.	 	Wichita	 	SPUD LOCKING ASSEMBLY FOR AN AIR-ACTUATED CLUTCH/BRAKE	 	 	 	 	 	 	 	 	 	 	376,264/98	 	 	 	12/24/1998	 	 	Pending
	TM
	 	South Korea	 	Warner Electric Technology Inc.	 	Stieber	 	STIEBER	 	 	339391	 	 	 	05/13/1996	 	 	 	6181/1995	 	 	 	02/20/1995	 	 	Active
	TM
	 	India	 	Warner Electric Technology Inc.	 	Stieber	 	STIEBER	 	 	662847	 	 	 	04/19/1995	 	 	 	 	 	 	 	04/19/1995	 	 	Active
	TM
	 	Japan	 	Warner Electric Technology LLC	 	Stieber	 	STIEBER	 	 	4109923	 	 	 	02/06/1998	 	 	 	14030/95	 	 	 	02/17/1995	 	 	Active
	TM
	 	Germany	 	Warner Electric Technology Inc.	 	Stieber	 	STIEBER	 	 	39511829.8	 	 	 	02/05/1996	 	 	 	X	 	 	 	03/16/1995	 	 	Active
	TM
	 	Singapore	 	Warner Electric Technology Inc.	 	Stieber	 	STIEBER	 	 	T97/01435I	 	 	 	03/08/2000	 	 	 	T97/01435I	 	 	 	02/05/1997	 	 	Active
	TM
	 	Hong Kong	 	Warner Electric Technology Inc.	 	Stieber	 	STIEBER	 	 	7039/2996	 	 	 	07/30/1996	 	 	 	95 02110	 	 	 	 	 	 	Active
	TM
	 	Malaysia	 	Warner Electric Technology Inc.	 	Stieber	 	STIEBER	 	 	95/02683	 	 	 	03/28/2000	 	 	 	95/02683	 	 	 	03/28/1995	 	 	Active
	TM
	 	Germany	 	Warner Electric Technology LLC	 	Stieber	 	STIEBER HEIDELBERG	 	 	784371	 	 	 	02/24/1964	 	 	 	ST06038	 	 	 	03/29/1963	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	SUPPORTING HUB FOR CLUTCH AND PUMP ASSEMBLY	 	 	5,310,034	 	 	 	5/10/1994	 	 	 	07/973,291	 	 	 	11/9/1992	 	 	Active
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	 	Spain	 	Warner Electric Technology Inc.	 	Wichita	 	THE MISTRAL BRAKE	 	 	0625109	 	 	 	2/11/1993	 	 	 	93903265.2	 	 	 	2/11/1993	 	 	Active
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	 	Italy	 	Warner Electric Technology Inc.	 	Wichita	 	THE MISTRAL BRAKE	 	 	48775BE97	 	 	 	2/11/1993	 	 	 	93903265.2	 	 	 	2/11/1993	 	 	Active
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	 	Germany	 	Warner Electric Technology Inc.	 	Wichita	 	THE MISTRAL BRAKE	 	 	P69307493.0	 	 	 	2/11/1993	 	 	 	EP0625109	 	 	 	2/11/1993	 	 	Active
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	 	France	 	Warner Electric Technology Inc.	 	Wichita	 	THE MISTRAL BRAKE	 	 	EP0625109	 	 	 	2/11/1993	 	 	 	93903265.2	 	 	 	2/11/1993	 	 	Active
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	 	Europe	 	Warner Electric Technology Inc.	 	Wichita	 	THE MISTRAL BRAKE	 	 	0625109	 	 	 	1/15/1997	 	 	 	93903265.2	 	 	 	2/11/1993	 	 	Active
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	 	Australia	 	Warner Electric Technology Inc.	 	Wichita	 	THE MISTRAL BRAKE	 	 	659534	 	 	 	5/18/1995	 	 	 	34602/93	 	 	 	2/11/1993	 	 	Active
	Patent
	 	Netherlands	 	Warner Electric Technology Inc.	 	Wichita	 	THE MISTRAL BRAKE	 	 	EP0625109	 	 	 	2/11/1993	 	 	 	93903265.2	 	 	 	8/12/1993	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	UNIDAMP	 	 	1795619	 	 	 	09/28/1993	 	 	 	74038916	 	 	 	3/16/1990	 	 	Active
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	 	Japan	 	Warner Electric Technology Inc.	 	Warner	 	UNIDAMP ARMATURE	 	 	3074398	 	 	 	06/09/2000	 	 	 	133666/91	 	 	 	03/28/1991	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	UNIDAMP ARMATURE	 	 	5,036,964	 	 	 	8/6/1991	 	 	 	07/500,466	 	 	 	3/28/1990	 	 	Active
	Patent
	 	United Kingdom	 	Warner Electric Technology Inc.	 	Warner	 	UNIDAMP ARMATURE	 	 	2243195	 	 	 	3/30/1994	 	 	 	9106125.9	 	 	 	3/22/1991	 	 	Active






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IP Type	 	Issuing 
Jurisdiction	 	Owner Entity	 	Altra BU	 	Title / Description	 	Registration
Number	 	 	Registration /
Issue Date	 	 	Application 
Number	 	 	Filing Date	 	 	Status
	Patent
	 	Germany	 	Warner Electric Technology Inc.	 	Warner	 	UNIDAMP ARMATURE	 	 	P4108975.8-12	 	 	 	01/30/2003	 	 	 	P4108975.8	 	 	 	03/19/1991	 	 	Active
	Patent
	 	France	 	Warner Electric Technology Inc.	 	WARNER	 	UNIDAMP ARMATURE	 	 	9103732	 	 	 	2/10/1995	 	 	 	9103732	 	 	 	3/27/1991	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	UNIDRIVE ARMATURE HUB	 	 	5,370,209	 	 	 	12/6/1994	 	 	 	08/119,729	 	 	 	9/10/1993	 	 	Active
	Patent
	 	United Kingdom	 	Warner Electric Technology Inc.	 	Warner	 	UNIDRIVE ARMATURE HUB	 	 	EP0643236	 	 	 	3/15/1995	 	 	 	EP94306652.2	 	 	 	9/9/1994	 	 	Active
	Patent
	 	Germany	 	Warner Electric Technology Inc.	 	Warner	 	UNIDRIVE ARMATURE HUB	 	 	EP0643236	 	 	 	3/15/1995	 	 	 	EP94306652.2	 	 	 	9/9/1994	 	 	Active
	Patent
	 	France	 	Warner Electric Technology Inc.	 	Warner	 	UNIDRIVE ARMATURE HUB	 	 	EP0643236	 	 	 	3/15/1995	 	 	 	EP94306652.2	 	 	 	9/9/1994	 	 	Active
	Patent
	 	Europe	 	Warner Electric Technology Inc.	 	WARNER	 	UNIDRIVE ARMATURE HUB	 	 	EP0643236	 	 	 	3/15/1995	 	 	 	EP94306652.2	 	 	 	9/9/1994	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	UNIMODULE	 	 	1678062	 	 	 	03/03/1992	 	 	 	74053993	 	 	 	4/30/1990	 	 	Active
	TM
	 	Vietnam	 	Warner Electric Technology Inc.	 	WARNER	 	WARNER	 	 	9997	 	 	 	12/11/1993	 	 	 	11808	 	 	 	03/20/1993	 	 	Active
	TM
	 	Austria	 	Warner Electric Technology LLC	 	WARNER	 	WARNER	 	 	36391	 	 	 	04/13/1997	 	 	 	AM 2025/56	 	 	 	10/24/1956	 	 	Active
	TM
	 	Benelux	 	Warner Electric Technology LLC	 	WARNER	 	WARNER	 	 	42990	 	 	 	01/12/1972	 	 	 	6207	 	 	 	06/15/1971	 	 	Active
	TM
	 	Mexico	 	Warner Electric Technology LLC	 	WARNER	 	WARNER	 	 	92550	 	 	 	04/14/1958	 	 	 	76668	 	 	 	01/29/1957	 	 	Active
	TM
	 	Switzerland	 	Warner Electric Technology Inc.	 	WARNER	 	WARNER & Design	 	 	P-406103	 	 	 	03/15/1993	 	 	 	2801/1993.6	 	 	 	 	 	 	Active
	TM
	 	Japan	 	Warner Electric Technology LLC	 	WARNER	 	WARNER	 	 	452198	 	 	 	09/28/1954	 	 	 	564/1954	 	 	 	01/13/1954	 	 	Active
	TM
	 	Italy	 	Warner Electric Technology Inc.	 	WARNER	 	WARNER	 	 	660502	 	 	 	11/26/1976	 	 	 	X	 	 	 	03/20/1973	 	 	Active
	TM
	 	Germany	 	Warner Electric Technology Inc.	 	WARNER	 	WARNER & Design	 	 	674860	 	 	 	04/22/1955	 	 	 	W04058	 	 	 	05/27/1953	 	 	Active
	TM
	 	United Kingdom	 	Warner Electric Technology LLC	 	WARNER	 	WARNER	 	 	792664	 	 	 	06/29/1959	 	 	 	792664	 	 	 	 	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	WARNER	 	WARNER & Design	 	 	0527445	 	 	 	07/11/1950	 	 	 	71528385	 	 	 	7/11/1947	 	 	Active
	TM
	 	Canada	 	Warner Electric Technology LLC	 	WARNER	 	WARNER	 	 	UCA50550	 	 	 	0/20/1954	 	 	 	0224428	 	 	 	04/20/1954	 	 	Active
	TM
	 	United Kingdom	 	Warner Electric Technology LLC	 	WARNER	 	WARNER	 	 	710,641	 	 	 	09/17/1952	 	 	 	710641	 	 	 	07/15/1952	 	 	Active
	TM
	 	Sweden	 	Warner Electric Technology LLC	 	WARNER	 	WARNER ELECTRIC	 	 	323081	 	 	 	04/25/1997	 	 	 	95-14891	 	 	 	12/27/1995	 	 	Active
	TM
	 	Switzerland	 	Warner Electric Technology LLC	 	WARNER	 	WARNER ELECTRIC	 	 	P-438835	 	 	 	03/27/1997	 	 	 	14050/1995	 	 	 	12/28/1995	 	 	Active
	TM
	 	India	 	Dana Corporation	 	WARNER	 	WARNER ELECTRIC	 	 	672106	 	 	 	06/06/1996	 	 	 	 	 	 	 	07/06/1995	 	 	Active
	TM
	 	France	 	Warner Electric Technology LLC	 	WARNER	 	WARNER ELECTRIC	 	 	1547742	 	 	 	08/01/1968	 	 	 	940649	 	 	 	 	 	 	Active
	TM
	 	Japan	 	Warner Electric Technology LLC	 	WARNER	 	WARNER ELECTRIC	 	 	1719848	 	 	 	10/31/1984	 	 	 	91915/1981	 	 	 	11/02/1981	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	WARNER	 	WARNER ELECTRIC	 	 	0726202	 	 	 	01/09/1962	 	 	 	72105397	 	 	 	9/28/1960	 	 	Active
	TM
	 	Spain	 	Warner Electric Technology LLC	 	WARNER	 	WARNER ELECTRIC	 	 	2010756	 	 	 	10/27/1997	 	 	 	2010756	 	 	 	02/07/1996	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	WARNER	 	WARNER ELECTRIC	 	 	1,026,080	 	 	 	12/02/1975	 	 	 	73035013	 	 	 	10/18/1974	 	 	Active
	TM
	 	Japan	 	Warner Electric Technology LLC	 	WARNER	 	WARNER ELECTRIC	 	 	2294610	 	 	 	01/31/1991	 	 	 	91914/81	 	 	 	11/02/1981	 	 	Active
	TM
	 	Germany	 	Warner Electric Technology LLC	 	WARNER	 	WARNER ELECTRIC	 	 	39552705.8	 	 	 	12/12/1996	 	 	 	39552705.8	 	 	 	12/27/1995	 	 	Active
	TM
	 	Canada	 	Warner Electric Technology LLC	 	WARNER	 	WARNER ELECTRIC	 	 	TMA-134253	 	 	 	01/17/1964	 	 	 	277382	 	 	 	08/19/1963	 	 	Active
	TM
	 	Benelux	 	Warner Electric Technology Inc.	 	WARNER	 	WARNER ELECTRIC AND BACKGROUND DESIGN	 	 	44210	 	 	 	06/28/1993	 	 	 	6777	 	 	 	 	 	 	Active
	TM
	 	Austria	 	Warner Electric Technology Inc.	 	WARNER	 	WARNER ELECTRIC AND BACKGROUND DESIGN	 	 	50589	 	 	 	07/19/1963	 	 	 	AM 760/63	 	 	 	03/26/1963	 	 	Active
	TM
	 	South Korea	 	Warner Electric Technology LLC	 	WARNER	 	WARNER ELECTRIC AND BACKGROUND DESIGN	 	 	84202	 	 	 	09/30/1982	 	 	 	1982-0000088	 	 	 	01/07/1982	 	 	Active
	TM
	 	South Korea	 	Warner Electric Technology LLC	 	WARNER	 	WARNER ELECTRIC AND BACKGROUND DESIGN	 	 	85916	 	 	 	11/23/1982	 	 	 	1982-0000086	 	 	 	01/07/1982	 	 	Active
	TM
	 	Sweden	 	Warner Electric Technology Inc.	 	WARNER	 	WARNER ELECTRIC AND BACKGROUND DESIGN	 	 	109892	 	 	 	05/19/1964	 	 	 	63-01313	 	 	 	03/27/1963	 	 	Active
	TM
	 	Mexico	 	Warner Electric Technology LLC	 	WARNER	 	WARNER ELECTRIC AND BACKGROUND DESIGN	 	 	115936	 	 	 	01/01/1964	 	 	 	109532	 	 	 	03/04/1963	 	 	Active
	TM
	 	Sweden	 	Warner Electric Technology Inc.	 	WARNER	 	WARNER ELECTRIC AND BACKGROUND DESIGN	 	 	157200	 	 	 	10/22/1976	 	 	 	74-05513	 	 	 	11/27/1974	 	 	Active
	TM
	 	Taiwan	 	Warner Electric Technology Inc.	 	WARNER	 	WARNER & Design	 	 	192580	 	 	 	10/01/1982	 	 	 	70043208	 	 	 	12/29/1981	 	 	Active
	TM
	 	Italy	 	Warner Electric Technology Inc.	 	WARNER	 	WARNER ELECTRIC AND BACKGROUND DESIGN	 	 	454836	 	 	 	11/12/1966	 	 	 	X	 	 	 	03/26/1963	 	 	Active
	TM
	 	United Kingdom	 	Warner Electric Technology Inc.	 	WARNER	 	WARNER ELECTRIC AND BACKGROUND DESIGN	 	 	830081	 	 	 	01/25/1962	 	 	 	830081	 	 	 	01/25/1962	 	 	Active
	TM
	 	France	 	Warner Electric Technology Inc.	 	WARNER	 	WARNER ELECTRIC AND BACKGROUND DESIGN	 	 	1287151	 	 	 	09/28/1994	 	 	 	718228	 	 	 	 	 	 	Active
	TM
	 	France	 	Warner Electric Technology Inc.	 	WARNER	 	WARNER ELECTRIC AND BACKGROUND DESIGN	 	 	1462778	 	 	 	04/29/1998	 	 	 	923760	 	 	 	 	 	 	Active
	TM
	 	Brazil	 	Warner Electric Technology Inc.	 	WARNER	 	WARNER ELECTRIC AND BACKGROUND DESIGN	 	 	007069901	 	 	 	02/25/1980	 	 	 	9738/M-72	 	 	 	06/14/1972	 	 	Active
	TM
	 	Singapore	 	Warner Electric Technology Inc.	 	WARNER	 	WARNER ELECTRIC AND BACKGROUND DESIGN	 	 	T82/01188Z	 	 	 	03/07/1988	 	 	 	T82/01188Z	 	 	 	03/09/1982	 	 	Active
	TM
	 	Australia	 	Warner Electric Technology Inc.	 	WARNER	 	WARNER ELECTRIC AND BACKGROUND DESIGN	 	 	B179393	 	 	 	03/27/1963	 	 	 	 	 	 	 	03/27/1963	 	 	Active
	TM
	 	Taiwan	 	Warner Electric Technology Inc.	 	WARNER	 	WARNER ELECTRIC AND BACKGROUND DESIGN	 	 	64628	 	 	 	06/16/1993	 	 	 	81047228	 	 	 	09/21/1992	 	 	Active
	TM
	 	Peru	 	Warner Electric Technology LLC	 	Wichita	 	WICHITA	 	 	54452	 	 	 	04/27/1999	 	 	 	75634	 	 	 	12/11/1998	 	 	Active
	TM
	 	Norway	 	Warner Electric Technology Inc.	 	Wichita	 	WICHATA	 	 	55322	 	 	 	09/24/1958	 	 	 	65174	 	 	 	09/24/1958	 	 	Active
	TM
	 	Israel	 	Warner Electric Technology Inc.	 	Wichita	 	WICHITA	 	 	57106	 	 	 	06/09/1988	 	 	 	57106	 	 	 	09/07/1983	 	 	Active
	TM
	 	Benelux	 	Warner Electric Technology LLC	 	Wichita	 	WICHITA	 	 	62029	 	 	 	07/20/1998	 	 	 	 	 	 	 	09/20/1971	 	 	Active
	TM
	 	Sweden	 	Warner Electric Technology Inc.	 	Wichita	 	WICHATA	 	 	90967	 	 	 	12/16/1960	 	 	 	3038	 	 	 	09/25/1958	 	 	Active
	TM
	 	Mexico	 	Warner Electric Technology Inc.	 	Wichita	 	WICHITA	 	 	95017	 	 	 	12/06/1958	 	 	 	84314	 	 	 	09/06/1958	 	 	Active
	TM
	 	South Korea	 	Warner Electric Technology LLC	 	Wichita	 	WICHITA	 	 	108661	 	 	 	01/08/1995	 	 	 	1983-0011882	 	 	 	08/23/1983	 	 	Active
	TM
	 	Canada	 	Warner Electric Technology LLC	 	Wichita	 	WICHITA	 	 	TMA120129	 	 	 	09/19/1958	 	 	 	247469	 	 	 	09/19/1958	 	 	Active
	TM
	 	Columbia	 	Warner Electric Technology Inc.	 	Wichita	 	WICHITA	 	 	121609	 	 	 	02/26/1987	 	 	 	92.355.818	 	 	 	08/19/1983	 	 	Active
	TM
	 	Taiwan	 	Warner Electric Technology Inc.	 	Wichita	 	WICHITA	 	 	245903	 	 	 	05/16/1984	 	 	 	(72)52506	 	 	 	12/21/1983	 	 	Active
	TM
	 	Switzerland	 	Warner Electric Technology LLC	 	Wichita	 	WICHITA & Design	 	 	P-300175	 	 	 	10/19/1979	 	 	 	03810/1978	 	 	 	08/17/1978	 	 	Active
	TM
	 	Italy	 	Warner Electric Technology Inc.	 	Wichita	 	WICHITA	 	 	847,574	 	 	 	11/19/1959	 	 	 	RM98C004872	 	 	 	10/13/1958	 	 	Active
	TM
	 	China	 	Warner Electric Technology Inc.	 	Wichita	 	WICHITA	 	 	520391	 	 	 	05/30/1990	 	 	 	8927115	 	 	 	08/08/1989	 	 	Active
	TM
	 	Chile	 	Warner Electric Technology Inc.	 	Wichita	 	WICHITA	 	 	543319	 	 	 	06/25/1999	 	 	 	435364	 	 	 	12/14/1998	 	 	Active
	TM
	 	Australia	 	Warner Electric Technology Inc.	 	Wichita	 	WICHITA	 	 	640944	 	 	 	08/05/1996	 	 	 	640944	 	 	 	09/16/1994	 	 	Active
	TM
	 	India	 	Warner Electric Technology LLC	 	Wichita	 	WICHITA	 	 	694708	 	 	 	01/09/2004	 	 	 	694708	 	 	 	01/17/1996	 	 	Active
	TM
	 	Spain	 	Warner Electric Technology LLC	 	Wichita	 	WICHITA	 	 	1045719	 	 	 	04/05/1984	 	 	 	1045719	 	 	 	08/30/1983	 	 	Active
	TM
	 	France	 	Warner Electric Technology Inc.	 	Wichita	 	WICHITA	 	 	1248360	 	 	 	09/19/1958	 	 	 	1248360	 	 	 	 	 	 	Active
	TM
	 	Argentina	 	Warner Electric Technology Inc.	 	Wichita	 	WICIHITA & Desgn (stylized)	 	 	1,970,585	 	 	 	10/29/1993	 	 	 	1206927	 	 	 	 	 	 	Active
	TM
	 	United Kingdom	 	Warner Electric Technology LLC	 	Wichita	 	WICHITA	 	 	2192400	 	 	 	09/29/2000	 	 	 	2192400	 	 	 	03/20/1999	 	 	Active
	TM
	 	Japan	 	Warner Electric Technology LLC	 	Wichita	 	WICHITA	 	 	2246130	 	 	 	07/30/1990	 	 	 	34043/77	 	 	 	05/19/1977	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Wichita	 	WICHITA	 	 	1565483	 	 	 	11/14/1989	 	 	 	73753251	 	 	 	8/29/1988	 	 	Active
	TM
	 	Brazil	 	Warner Electric Technology LLC	 	Wichita	 	WICHITA	 	 	006788939	 	 	 	10/10/1978	 	 	 	21912	 	 	 	08/12/1971	 	 	Active
	TM
	 	Denmark	 	Warner Electric Technology Inc.	 	Wichita	 	WICHITA	 	 	VR 1959 00081	 	 	 	01/17/1958	 	 	 	VA 1958 02549	 	 	 	09/22/1958	 	 	Active
	TM
	 	South Africa	 	Warner Electric Technology Inc.	 	Wichita	 	WICHITA	 	 	81/6897	 	 	 	09/17/1981	 	 	 	816897	 	 	 	09/17/1981	 	 	Active
	TM
	 	United Kingdom	 	Warner Electric Technology LLC	 	Wichita	 	WICHATA	 	 	783301	 	 	 	10/29/1958	 	 	 	783301	 	 	 	10/29/1958	 	 	Active
	TM
	 	Venezuela	 	Warner Electric Technology Inc.	 	Wichita	 	WICHITA	 	 	120263	 	 	 	04/25/1986	 	 	 	7010-83	 	 	 	09/01/1983	 	 	Active
	Patent
	 	United Kingdom	 	Warner Electric Technology Inc.	 	WARNER	 	MAG STOP CLUTCH WITH CENTER POLE	 	 	0953784	 	 	 	9/22/2004	 	 	 	99303330.7	 	 	 	4/28/1999	 	 	Active
	Patent Appl.
	 	United Kingdom	 	Warner Electric Technology Inc.	 	Warner	 	ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING	 	 	 	 	 	 	 	 	 	 	01909241.0	 	 	 	2/14/2001	 	 	Pending
	patent
	 	Spain	 	Warner Electric Technology Inc.	 	WARNER	 	MAG STOP CLUTCH WITH CENTER POLE	 	 	0953784	 	 	 	9/22/2004	 	 	 	99303330.7	 	 	 	4/28/1999	 	 	Active
	Patent Appl.
	 	Japan	 	Warner Electric Technology Inc.	 	WARNER	 	SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	 	 	 	 	 	 	 	 	54761/94	 	 	 	3/2/1994	 	 	Pending
	Patent
	 	Japan	 	Warner Electric Technology Inc.	 	WARNER	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	3,820,554	 	 	 	6/30/2006	 	 	 	2004-14,295	 	 	 	1/22/2004	 	 	Active
	Patent
	 	Japan	 	Warner Electric Technology Inc.	 	WARNER	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	3,538,848	 	 	 	4/2/2004	 	 	 	19425/93	 	 	 	1/13/1993	 	 	Active
	patent
	 	Italy	 	Warner Electric Technology Inc.	 	WARNER	 	MAG STOP CLUTCH WITH CENTER POLE	 	 	0953784	 	 	 	9/22/2004	 	 	 	99303330.7	 	 	 	4/28/1999	 	 	Active
	patent
	 	Germany	 	Warner Electric Technology Inc.	 	WARNER	 	MAG STOP CLUTCH WITH CENTER POLE	 	 	0953784	 	 	 	9/22/2004	 	 	 	99303330.7	 	 	 	4/28/1999	 	 	Active






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IP Type	 	Issuing 
Jurisdiction	 	Owner Entity	 	Altra BU	 	Title / Description	 	Registration
Number	 	 	Registration /
Issue Date	 	 	Application 
Number	 	 	Filing Date	 	 	Status
	Patent Appl.
	 	Germany	 	Warner Electric Technology Inc.	 	Warner	 	ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING	 	 	 	 	 	 	 	 	 	 	01909241.0	 	 	 	2/14/2001	 	 	Pending
	Patent
	 	Germany	 	Warner Electric Technology Inc.	 	WARNER	 	ELECTROMAGNETIC COUPLING DISCS AND METHOD OF MAKING THE SAME.	 	 	4,117,614	 	 	 	3/3/2005	 	 	 	P4117614.6	 	 	 	5/29/1991	 	 	Active
	patent
	 	France	 	Warner Electric Technology Inc.	 	WARNER	 	MAG STOP CLUTCH WITH CENTER POLE	 	 	0953784	 	 	 	9/22/2004	 	 	 	99303330.7	 	 	 	4/28/1999	 	 	Active
	Patent Appl.
	 	France	 	Warner Electric Technology Inc.	 	Warner	 	ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING	 	 	 	 	 	 	 	 	 	 	01909241.0	 	 	 	2/14/2001	 	 	Pending
	Patent
	 	United Kingdom	 	Warner Electric Technology Inc.	 	Warner	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	EP00713026	 	 	 	3/28/2001	 	 	 	95203457.7	 	 	 	1/12/1993	 	 	Active
	Patent
	 	United Kingdom	 	Warner Electric Technology Inc.	 	FORMSPRAG	 	SPRAG RETAINER WITH ROTATIONAL RESTRAINT	 	 	602,889	 	 	 	6/22/1994	 	 	 	93309865.9	 	 	 	12/9/1993	 	 	Active
	Patent
	 	South Korea	 	Warner Electric Technology Inc.	 	Warner	 	SUPPORTING HUB FOR CLUTCH AND PUMP ASSEMBLY	 	 	323,800	 	 	 	1/25/2002	 	 	 	23609	 	 	 	11/8/1993	 	 	Active
	Patent
	 	South Korea	 	Warner Electric Technology Inc.	 	Warner	 	METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC	 	 	215,247	 	 	 	5/21/1999	 	 	 	11273/1992	 	 	 	6/26/1992	 	 	Active
	Patent
	 	Italy	 	Warner Electric Technology Inc.	 	Warner	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	EP0552011	 	 	 	3/26/1997	 	 	 	93300169.5	 	 	 	1/12/1993	 	 	Active
	Patent
	 	Italy	 	Warner Electric Technology Inc.	 	Warner	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	EP00713026	 	 	 	3/28/2001	 	 	 	95203457.7	 	 	 	1/12/1993	 	 	Active
	Patent
	 	Italy	 	Warner Electric Technology Inc.	 	Warner	 	UNIDAMP ARMATURE	 	 	1,244,554	 	 	 	7/15/1994	 	 	 	RM91A000202	 	 	 	3/27/1991	 	 	Active
	Patent
	 	Italy	 	Warner Electric Technology Inc.	 	FORMSPRAG	 	SPRAG RETAINER WITH ROTATIONAL RESTRAINT	 	 	0602889	 	 	 	6/22/1994	 	 	 	93309865.9	 	 	 	12/9/1993	 	 	Active
	Patent
	 	Germany	 	Warner Electric Technology Inc.	 	Warner	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	EP00713026	 	 	 	3/28/2001	 	 	 	95203457.7	 	 	 	1/12/1993	 	 	Active
	Patent
	 	Germany	 	Warner Electric Technology Inc.	 	FORMSPRAG	 	SPRAG RETAINER WITH ROTATIONAL RESTRAINT	 	 	0602889	 	 	 	6/22/1994	 	 	 	93309865.9	 	 	 	12/9/1993	 	 	Active
	Patent
	 	Germany	 	Warner Electric Technology Inc.	 	WARNER	 	UNIDAMP ARMATURE	 	 	G9103369.1	 	 	 	8/1/1991	 	 	 	G9103369.1	 	 	 	3/19/1991	 	 	Active
	Patent
	 	France	 	Warner Electric Technology Inc.	 	Warner	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	EP00713026	 	 	 	3/28/2001	 	 	 	95203457.7	 	 	 	1/12/1993	 	 	Active
	Patent
	 	France	 	Warner Electric Technology Inc.	 	FORMSPRAG	 	SPRAG RETAINER WITH ROTATIONAL RESTRAINT	 	 	0602889	 	 	 	6/22/1994	 	 	 	93309865.9	 	 	 	12/9/1993	 	 	Active
	Patent
	 	Europe	 	Warner Electric Technology Inc.	 	Warner	 	ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING	 	 	EP00713026	 	 	 	3/28/2001	 	 	 	95203457.7	 	 	 	1/12/1993	 	 	Active
	Patent
	 	Europe	 	Warner Electric Technology Inc.	 	FORMSPRAG	 	SPRAG RETAINER WITH ROTATIONAL RESTRAINT	 	 	EP0602889	 	 	 	6/22/1994	 	 	 	93309865.9	 	 	 	12/9/1993	 	 	Active
	TM
	 	USA	 	Ameridrives International, LLC	 	Ameridrives	 	AMERIGEAR	 	 	2,951,600	 	 	 	5/17/2005	 	 	 	78/373,119	 	 	 	2/24/2004	 	 	Active
	TM
	 	USA	 	Ameridrives International, LLC	 	Ameridrives	 	THE AMERICAN FULLY CROWNED TOOTH	 	 	2980971	 	 	 	5/10/2005	 	 	 	78/373,135	 	 	 	2/24/2004	 	 	Active
	TM Appl.
	 	USA	 	Ameridrives International L.P.	 	Ameridrives	 	TORQUE SENTRY	 	 	 	 	 	 	 	 	 	 	78/411459	 	 	 	4/30/2004	 	 	Pending
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	POSIVENT	 	 	2875347	 	 	 	08/17/2004	 	 	 	76/423,536	 	 	 	06/20/2002	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	STABILI SEAL	 	 	3,131,135	 	 	 	08/15/2006	 	 	 	78/564,645	 	 	 	02/10/2005	 	 	Active
	Patent Appl.
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	Conveyor Flange Adaptor	 	 	 	 	 	 	 	 	 	 	11/114062	 	 	 	02/11/2005	 	 	Pending
	Patent
	 	USA	 	Warner Electric Technology Inc.	 	Formsprag	 	LOW COST SPRAG RETAINER	 	 	5,070,976	 	 	 	12/10/1991	 	 	 	07/634,903	 	 	 	12/27/1990	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology Inc.	 	Formsprag	 	IMPROVED BI-DIRECTIONAL BACK STOPPING CLUTCH	 	 	5,007,511	 	 	 	4/15/1991	 	 	 	07/430,811	 	 	 	11/2/1989	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Formsprag	 	SPRAG RETAINER WITH ROTATIONAL RESTRAINT	 	 	5,337,869	 	 	 	8/16/1994	 	 	 	07/991,021	 	 	 	12/15/1992	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology Inc.	 	Formsprag	 	FORMLOCK SHOES WITH FLATS	 	 	5,865,284	 	 	 	2/2/1999	 	 	 	08/666,068	 	 	 	6/21/1996	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Formsprag	 	SPING ENERGIZED CAGE CENTERING DEVICE	 	 	6,000,512	 	 	 	12/14/1999	 	 	 	08/902,777	 	 	 	7/30/1997	 	 	Active
	TM
	 	Canada	 	American Enterprises MPT L.P.	 	Ameridrives	 	AMERICAN	 	 	UCA0045654	 	 	 	06/11/1952	 	 	 	215415	 	 	 	06/11/1952	 	 	Active
	TM
	 	Canada	 	American Enterprises MPT L.P.	 	Ameridrives	 	AMERIGEAR	 	 	UCA0043128	 	 	 	06/11/1952	 	 	 	215414	 	 	 	06/11/1952	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	FORMSPRAG	 	Split Thrust/Retainer Ring for Overruning Clutch	 	 	4,757,887	 	 	 	7/19/1988	 	 	 	06/884,056	 	 	 	07/19/1998	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	FORMSPRAG	 	OverRUNNING CLUTCH WITh controlled sprag action	 	 	4,756,395	 	 	 	7/12/1988	 	 	 	06/804,802	 	 	 	12/3/1985	 	 	Active
	Patent Appl.
	 	Germany	 	Warner Electric Europe SAS	 	WARNER EUR	 	Variable Torque Braking Device	 	 	 	 	 	 	 	 	 	 	197471145	 	 	 	10/24/1997	 	 	Pending
	TM
	 	Canada	 	Warner Electric Technology LLC	 	Warner	 	SHEAVE-GRIP	 	 	728,275	 	 	 	11/13/2008	 	 	 	1,176,042	 	 	 	4/28/2003	 	 	Active
	TM
	 	Mexico	 	Warner Electric Technology Inc.	 	Warner	 	SHEAVE-GRIP	 	 	786,245	 	 	 	03/31/2003	 	 	 	590,675	 	 	 	03/04/2003	 	 	Active
	TM
	 	Italy	 	Warner Electric Technology Inc.	 	WARNER	 	WARNER ELECTRIC AND DESIGN	 	 	454,836	 	 	 	3/26/1993	 	 	 	 	 	 	 	 	 	 	 
	TM
	 	Taiwan	 	Warner Electric Technology Inc.	 	WARNER	 	WARNER ELECTRIC AND DESIGN	 	 	192,580	 	 	 	9/20/2002	 	 	 	 	 	 	 	 	 	 	Active
	TM
	 	United Kingdom	 	Warner Electric Technology Inc.	 	Wichita	 	DURA-FLEX	 	 	1,105,120	 	 	 	11/22/78	 	 	 	 	 	 	 	 	 	 	Active
	TM
	 	Japan	 	Warner Electric Technology Inc.	 	Wichita	 	MAXIM	 	 	2,477,,826	 	 	 	11/30/92	 	 	 	40400/1986	 	 	 	04/18/1986	 	 	Active
	TM
	 	Finland	 	Warner Electric Technology Inc.	 	Wichita	 	MAXIM	 	 	TM 110492	 	 	 	02/05/1991	 	 	 	T198601642	 	 	 	04/24/1986	 	 	Active
	Patent Appl.
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	12/048,638	 	 	 	3/14/2008	 	 	Pending
	Patent Appl.
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	11/150027	 	 	 	6/10/2005	 	 	Pending
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	7,493,996	 	 	 	2/24/2009	 	 	 	11/150671	 	 	 	6/10/2005	 	 	Active
	Patent Appl.
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	11/150670	 	 	 	6/10/2005	 	 	Pending
	TM
	 	USA	 	Warner Electric Technology Inc.	 	Wichita	 	WICHITA CLUTCH	 	 	3039567	 	 	 	01/10/2006	 	 	 	76/620135	 	 	 	11/12/04	 	 	Active
	Patent Appl.
	 	USA	 	Warner Electric Technology Inc.	 	Wichita	 	DUAL ACTUATOR FRICTION BRAKE ASSEMBLY	 	 	 	 	 	 	 	 	 	 	11/263,395	 	 	 	10/31/2005	 	 	Pending
	Patent
	 	USA	 	Warner Electric Technology Inc.	 	Wichita	 	BALANCED FLOW COOLING WATER JACKET	 	 	7,374,027	 	 	 	5/20/2008	 	 	 	11/263,394	 	 	 	10/31/2005	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology Inc.	 	Wichita	 	Liquid Cooled Brake assembley	 	 	7,591,349	 	 	 	9/22/2009	 	 	 	11/263,399	 	 	 	10/31/2005	 	 	Active
	TM
	 	Canada	 	Boston Gear LLC	 	Boston Gear	 	CENTRIC	 	 	TMA324230	 	 	 	02/27/1987	 	 	 	562625	 	 	 	05/13/1986	 	 	Active
	Patent
	 	Mexico	 	Warner Electric Technology Inc.	 	WARNER	 	ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING	 	 	238,848	 	 	 	07/24/2006	 	 	 	PA/A/2005/007753	 	 	 	7/21/2005	 	 	Active
	TM
	 	USA	 	Altra Industrial Motion, Inc.	 	Corporate	 	A&Design	 	 	3,146,781	 	 	 	09/19/2006	 	 	 	78/560930	 	 	 	02/04/2005	 	 	Active
	TM Appl.
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	CENTRIGARD	 	 	 	 	 	 	 	 	 	 	1,305,448	 	 	 	06/14/2006	 	 	Pending
	Patent
	 	USA	 	Warner Electric Technology Inc.	 	Formsprag	 	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 Inc.	 	Formsprag	 	Automatically released bi-directional overunning clutch	 	 	7,389,863	 	 	 	6/24/2008	 	 	 	11/341,763	 	 	 	01/27/2006	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Wichita	 	AQUAMAKKS	 	 	3,490,449	 	 	 	08/19/2008	 	 	 	78/821,282	 	 	 	02/23/2006	 	 	Active
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	7,527,134	 	 	 	5/5/2009	 	 	 	11/278,448	 	 	 	4/3/2006	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	Warner Electric	 	 	3,287,916	 	 	 	09/04/2007	 	 	 	78/790,162	 	 	 	01/12/2006	 	 	Active
	TM
	 	USA	 	Boston Gear LLC	 	Boston Gear	 	CENTRIGARD	 	 	3,374,068	 	 	 	1/22/2008	 	 	 	78/774,995	 	 	 	12/16/2005	 	 	Active
	TM Appl.
	 	South Korea	 	Warner Electric Technology Inc.	 	Wichita	 	WICHITA	 	 	 	 	 	 	 	 	 	 	40-2005-0055110	 	 	 	11/24/2005	 	 	Pending
	TM
	 	USA	 	Altra Industrial Motion, Inc.	 	Corporate	 	Altra Industrial Motion	 	 	3360155	 	 	 	12/25/2007	 	 	 	76/621069	 	 	 	11/17/2004	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Warner Linear	 	Warner Linear	 	 	3,413,352	 	 	 	04/15/2008	 	 	 	78/910,851	 	 	 	06/19/2006	 	 	Active
	TM
	 	USA	 	Altra Industrial Motion, Inc.	 	Warner Linear	 	A-Track	 	 	3,263,081	 	 	 	07/10/2007	 	 	 	78/790085	 	 	 	1/12/2006	 	 	Active
	TM Appl.
	 	USA	 	Altra Industrial Motion, Inc.	 	Warner Linear	 	A-Track and Design	 	 	 	 	 	 	 	 	 	 	78/790094	 	 	 	1/12/2006	 	 	Pending
	Patent Appl.
	 	PCT	 	Warner Electric Technology LLC	 	FORMSPRAG	 	Drive Assenmly with lightweight backstop clutch	 	 	 	 	 	 	 	 	 	 	PCT/US200	 	 	 	2/14/2006	 	 	Pending
	Patent
	 	USA	 	Warner Electric LLC	 	Warner Linear	 	Electromechanical screw drive actuator	 	 	6,927,513	 	 	 	8/9/2005	 	 	 	10/609,883	 	 	 	6/30/2003	 	 	Active
	Unregistered TM
	 	n/a	 	Warner Electric LLC	 	Warner Linear	 	Bear Rugged-Mobile Tough	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 	 	n/a
	Unregistered TM
	 	n/a	 	Warner Electric LLC	 	Warner Linear	 	BearTrac	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 	 	n/a
	Unregistered TM
	 	n/a	 	Warner Electric LLC	 	Warner Linear	 	Kodiak	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 	 	n/a
	TM
	 	Canada	 	Kilian Manufacturing Corporation	 	Kilian	 	KILIAN	 	 	TMA 354757	 	 	 	4/21/1989	 	 	 	608151	 	 	 	5/27/1998	 	 	Active
	TM
	 	USA	 	Kilian Manufacturing Corporation	 	Kilian	 	KILIAN	 	 	1216354	 	 	 	11/16/1982	 	 	 	73277508	 	 	 	9/11/1980	 	 	Active
	TM
	 	USA	 	Kilian Manufacturing Corporation	 	Kilian	 	KILROL	 	 	2827924	 	 	 	3/30/2004	 	 	 	78213978	 	 	 	2/12/2003	 	 	Active
	TM Appl.
	 	USA	 	Kilian Manufacturing Corporation	 	Kilian	 	HI-TECH WORRY BEADS	 	 	 	 	 	 	 	 	 	 	78/775,032	 	 	 	12/16/2005	 	 	Pending
	TM
	 	Canada	 	Warner Electric Technology LLC	 	Stieber	 	GFR	 	 	TMA492416	 	 	 	4/16/1998	 	 	 	845220	 	 	 	5/15/1997	 	 	Active
	TM
	 	United Kingdom	 	Warner Electric Technology Inc.	 	FORMSPRAG	 	FORMSPRAG	 	 	2380616	 	 	 	6/24/2005	 	 	 	 	 	 	 	12/17/2004	 	 	Active
	TM
	 	United Kingdom	 	Boston Gear LLC	 	Ameridrives	 	CENTRIC	 	 	1259254	 	 	 	 	 	 	 	 	 	 	 	1/13/1986	 	 	Active
	Patent Appl.
	 	PCT	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	PCT/US2006/019138	 	 	 	05/17/2006	 	 	Pending
	Patent Appl.
	 	PCT	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	PCT/US2006/019172	 	 	 	05/17/2006	 	 	Pending
	TM
	 	Australia	 	Warner Electric Technology LLC	 	Warner Linear	 	WARNER LINEAR	 	 	1,125,414	 	 	 	7/21/2006	 	 	 	1125414	 	 	 	7/21/2006	 	 	Active
	TM
	 	Canada	 	Warner Electric Technology LLC	 	Warner Linear	 	WARNER LINEAR	 	 	TMA774,406	 	 	 	7/30/2009	 	 	 	1310145	 	 	 	7/21/2006	 	 	Active






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IP Type	 	Issuing 
Jurisdiction	 	Owner Entity	 	Altra BU	 	Title / Description	 	Registration
Number	 	 	Registration /
Issue Date	 	 	Application 
Number	 	 	Filing Date	 	 	Status
	TM
	 	Europe	 	Warner Electric Technology LLC	 	Warner Linear	 	WARNER LINEAR	 	 	5,214,648	 	 	 	5/11/2007	 	 	 	5214648	 	 	 	7/21/2006	 	 	Active
	TM
	 	Mexico	 	Warner Electric Technology LLC	 	Warner Linear	 	WARNER LINEAR	 	 	1,060,801	 	 	 	9/17/2008	 	 	 	796,858	 	 	 	7/28/2006	 	 	Active
	TM
	 	Taiwan	 	Warner Electric Technology LLC	 	Warner Linear	 	WARNER LINEAR	 	 	1,264,315	 	 	 	6/1/2007	 	 	 	095037880	 	 	 	7/24/2006	 	 	Active
	TM
	 	South Korea	 	Warner Electric Technology LLC	 	Warner Linear	 	WARNER LINEAR	 	 	40-0720036	 	 	 	8/7/2007	 	 	 	40-2006-0051431	 	 	 	10/12/2006	 	 	Active
	TM
	 	Hong Kong	 	Warner Electric Technology LLC	 	Warner Linear	 	WARNER LINEAR	 	 	300685206	 	 	 	7/20/2006	 	 	 	300685206	 	 	 	7/20/2006	 	 	Active
	TM
	 	Thailand	 	Warner Electric Technology LLC	 	Warner Linear	 	WARNER LINEAR	 	 	Kor275083	 	 	 	10/26/2006	 	 	 	642919	 	 	 	10/26/2006	 	 	Active
	Patent Appl.
	 	PCT	 	Warner Electric Technology Inc.	 	Wichita	 	Liquid Cooled Brake assembley	 	 	 	 	 	 	 	 	 	 	PCT/US06/41038	 	 	 	10/19/2006	 	 	Pending
	Patent Appl.
	 	PCT	 	Warner Electric Technology Inc.	 	Wichita	 	BALANCED FLOW COOLING WATER JACKET	 	 	 	 	 	 	 	 	 	 	PCT/US06/41067	 	 	 	10/19/2006	 	 	Pending
	Patent Appl.
	 	USA	 	Warner Electric Technology LLC	 	Wichita	 	AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)	 	 	 	 	 	 	 	 	 	 	11/670698	 	 	 	2/2/2007	 	 	Pending
	Patent Appl.
	 	PCT	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	TBD	 	 	 	TBD	 	 	Pending
	TM
	 	Singapore	 	Warner Electric Technology LLC	 	Warner Linear	 	WARNER LINEAR	 	 	T06/20041C	 	 	 	9/26/2006	 	 	 	T06/20041C	 	 	 	9/26/2006	 	 	Active
	Patent Appl.
	 	PCT	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	TBD	 	 	 	3/30/2007	 	 	Pending
	Patent Appl.
	 	PCT	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	PCT/US07/008252	 	 	 	3/30/2007	 	 	Pending
	TM
	 	China	 	Warner Electric Technology LLC	 	Warner Linear	 	WARNER LINEAR	 	 	5,655,144	 	 	 	9/7/2009	 	 	 	5655144	 	 	 	10/12/2006	 	 	Active
	Patent Appl.
	 	PCT	 	Warner Electric Technology LLC	 	Formsprag	 	Automatically released bi-directional overunning clutch	 	 	 	 	 	 	 	 	 	 	PCT/US07/001869	 	 	 	1/25/2007	 	 	Pending
	Patent Appl.
	 	Taiwan	 	Warner Electric Technology LLC	 	Formsprag	 	Automatically released bi-directional overunning clutch	 	 	 	 	 	 	 	 	 	 	096102358	 	 	 	1/22/2007	 	 	Pending
	Patent Appl.
	 	USA	 	Warner Electric Technology LLC	 	Formsprag	 	Torque Arm Assembly for a Backstopping Clutch	 	 	 	 	 	 	 	 	 	 	11/743,894	 	 	 	5/3/2007	 	 	Pending
	TM Appl.
	 	Brazil	 	Formsprag LLC	 	Formsprag	 	Cebmag	 	 	 	 	 	 	 	 	 	 	829.095.985	 	 	 	4/13/2007	 	 	Pending
	TM Appl.
	 	Brazil	 	Formsprag LLC	 	Formsprag	 	Cecon	 	 	 	 	 	 	 	 	 	 	829.095.993	 	 	 	4/13/2007	 	 	Pending
	TM Appl.
	 	Brazil	 	Formsprag LLC	 	Marland	 	Marland	 	 	 	 	 	 	 	 	 	 	829.096.000	 	 	 	4/13/2007	 	 	Pending
	Patent Appl.
	 	USA	 	Formsprag LLC	 	Formsprag	 	Overrunning Clutch	 	 	 	 	 	 	 	 	 	 	11/750,733	 	 	 	5/18/2007	 	 	Pending
	Patent Appl.
	 	PCT	 	Formsprag LLC	 	Formsprag	 	Overrunning Clutch	 	 	 	 	 	 	 	 	 	 	PCT/US2007/069235	 	 	 	5/18/2007	 	 	Pending
	TM Appl.
	 	CTM	 	Altra Industrial Motion, Inc.	 	Corporate	 	A&Design	 	 	006067953	 	 	 	05/16/2008	 	 	 	006067953	 	 	 	07/04/2007	 	 	Active
	TM
	 	South Korea	 	Altra Industrial Motion, Inc.	 	Corporate	 	A&Design	 	 	40-0775102	 	 	 	01/08/2009	 	 	 	40-2007-0039600	 	 	 	07/25/2007	 	 	Active
	TM
	 	Australia	 	Altra Industrial Motion, Inc.	 	Corporate	 	A&Design	 	 	1185473	 	 	 	07/03/2007	 	 	 	1185473	 	 	 	07/03/2007	 	 	Active
	TM
	 	Thailand	 	Altra Industrial Motion, Inc.	 	Corporate	 	A&Design	 	 	Kor296763	 	 	 	07/25/2007	 	 	 	668284	 	 	 	07/25/2007	 	 	Active
	TM
	 	Singapore	 	Altra Industrial Motion, Inc.	 	Corporate	 	A&Design	 	 	T07/15070C	 	 	 	07/06/2007	 	 	 	T0715070C	 	 	 	07/06/2007	 	 	Active
	TM
	 	USA	 	Warner Electric Technology LLC	 	Stieber	 	GFR	 	 	3,494,910	 	 	 	9/2/2008	 	 	 	77/247,944	 	 	 	08/06/07	 	 	Active
	Patent Appl.
	 	USA	 	Kilian Manufacturing Corporation	 	Kilian	 	Bearing assembly for a steering assembly	 	 	 	 	 	 	 	 	 	 	11/773,715	 	 	 	7/5/2007	 	 	Pending
	TM
	 	Mexico	 	Altra Industrial Motion, Inc.	 	Corporate	 	A&Design	 	 	1053502	 	 	 	08/12/2008	 	 	 	873655	 	 	 	08/07/2007	 	 	Active
	TM Appl.
	 	India	 	Altra Industrial Motion, Inc.	 	Corporate	 	A&Design	 	 	 	 	 	 	 	 	 	 	1584305	 	 	 	07/25/2007	 	 	Pending
	TM Appl.
	 	Brazil	 	Altra Industrial Motion, Inc.	 	Corporate	 	A&Design	 	 	 	 	 	 	 	 	 	 	829278044	 	 	 	07/31/2007	 	 	Pending
	TM Appl.
	 	China	 	Altra Industrial Motion, Inc.	 	Corporate	 	A&Design	 	 	 	 	 	 	 	 	 	 	6208101	 	 	 	08/07/2007	 	 	Pending
	TM Appl.
	 	Hong Kong	 	Altra Industrial Motion, Inc.	 	Corporate	 	A&Design	 	 	300906066	 	 	 	07/05/2007	 	 	 	300906066	 	 	 	07/05/2007	 	 	Active
	TM Appl.
	 	South Africa	 	Altra Industrial Motion, Inc.	 	Corporate	 	A&Design	 	 	 	 	 	 	 	 	 	 	2007/14502	 	 	 	07/05/2007	 	 	Pending
	TM
	 	Taiwan	 	Altra Industrial Motion, Inc.	 	Corporate	 	A&Design	 	 	1310870	 	 	 	05/16/2008	 	 	 	096031868	 	 	 	07/05/2007	 	 	Active
	TM
	 	USA	 	Altra Industrial Motion, Inc.	 	Warner Linear	 	B-Track	 	 	3,609,446	 	 	 	4/21/2009	 	 	 	77/237,461	 	 	 	07/24/2007	 	 	Active
	Patent Appl.
	 	USA	 	Warner Electric Technology LLC	 	FORMSPRAG	 	Sparag Retainer for OVERRUNNING CLUTCH	 	 	 	 	 	 	 	 	 	 	11/871542	 	 	 	10/12/2007	 	 	Pending
	Patent
	 	South Korea	 	Warner Electric Technology Inc.	 	WARNER	 	ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING	 	 	855153	 	 	 	08/22/2008	 	 	 	7024365/2007	 	 	 	10/23/2007	 	 	Active
	Patent Appl.
	 	Canada	 	Warner Electric Technology Inc.	 	Formsprag	 	IMPROVED DRIVE ASSEMBLY WITH LIGHTWEIGHT BACKSTOPPPING CLUTCH	 	 	 	 	 	 	 	 	 	 	2597653	 	 	 	02/14/2006	 	 	Pending
	Patent Appl.
	 	Mexico	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	MX/a/2007/014993	 	 	 	11/28/2007	 	 	Pending
	Patent Appl.
	 	Mexico	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	MX/a/2007/014992	 	 	 	11/28/2007	 	 	Pending
	Patent Appl.
	 	Mexico	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	MX/a/2007/014996	 	 	 	11/28/2007	 	 	Pending
	Patent Appl.
	 	Australia	 	Warner Electric Technology LLC	 	Wichita	 	AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)	 	 	 	 	 	 	 	 	 	 	2008214106	 	 	 	8/13/2009	 	 	Pending
	Patent Appl.
	 	South Africa	 	Warner Electric Technology LLC	 	Wichita	 	AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)	 	 	 	 	 	 	 	 	 	 	2009/05050	 	 	 	7/20/2009	 	 	Pending
	Patent Appl.
	 	Chili	 	Warner Electric Technology LLC	 	Wichita	 	AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)	 	 	 	 	 	 	 	 	 	 	301-08	 	 	 	01/31/2008	 	 	Pending
	Patent Appl.
	 	PCT	 	Warner Electric Technology LLC	 	Wichita	 	AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)	 	 	 	 	 	 	 	 	 	 	PCT/US2008/052265	 	 	 	01/29/2008	 	 	Pending
	Patent Appl.
	 	USA	 	Warner Electric Technology LLC	 	Wichita	 	BALANCED FLOW COOLING WATER JACKET	 	 	 	 	 	 	 	 	 	 	12/016,504	 	 	 	1/18/2007	 	 	Pending
	Patent
	 	Europe	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	1,893,884	 	 	 	11/25/2009	 	 	 	06770520.2	 	 	 	1/10/2008	 	 	Active
	Patent Appl.
	 	Europe	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	06760061.9	 	 	 	1/10/2008	 	 	Pending
	Patent Appl.
	 	Europe	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	06760062.7	 	 	 	1/10/2008	 	 	Pending
	Patent Appl.
	 	South Korea	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	10-2008-7000645	 	 	 	1/9/2008	 	 	Pending
	Patent Appl.
	 	South Korea	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	10-2008-7000650	 	 	 	1/9/2008	 	 	Pending
	Patent Appl.
	 	South Korea	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	10-2008-7000647	 	 	 	1/9/2008	 	 	Pending
	Patent Appl.
	 	Canada	 	Warner Electric Technology LLC	 	FORMSPRAG	 	Drive Assenmly with lightweight backstop clutch	 	 	 	 	 	 	 	 	 	 	2597653	 	 	 	08/10/2007	 	 	Pending
	Patent Appl.
	 	Japan	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	2008-515719	 	 	 	12/3/2007	 	 	Pending
	Patent Appl.
	 	Japan	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	2008-515720	 	 	 	12/3/2007	 	 	Pending
	Patent Appl.
	 	Japan	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	TBD	 	 	 	9/29/2008	 	 	Pending
	Patent Appl.
	 	Japan	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	2008-515721	 	 	 	12/3/2007	 	 	Pending
	TM
	 	Japan	 	Altra Industrial Motion, Inc.	 	Corporate	 	A&Design	 	 	5126277	 	 	 	04/04/2008	 	 	 	2007-075745	 	 	 	07/05/2007	 	 	Active
	Patent Appl.
	 	Singapore	 	Warner Electric Technology LLC	 	Wichita	 	BALANCED FLOW COOLING WATER JACKET	 	 	 	 	 	 	 	 	 	 	200802767-4	 	 	 	4/11/2008	 	 	Pending
	Patent Appl.
	 	Mexico	 	Warner Electric Technology Inc.	 	Wichita	 	Liquid Cooled Brake assembley	 	 	 	 	 	 	 	 	 	 	MX/a/2008/005291	 	 	 	4/23/2008	 	 	Pending
	Patent Appl.
	 	Mexico	 	Warner Electric Technology LLC	 	Wichita	 	BALANCED FLOW COOLING WATER JACKET	 	 	 	 	 	 	 	 	 	 	MX/a/2008/005290	 	 	 	4/23/2008	 	 	Pending
	Patent Appl.
	 	PCT	 	Warner Electric Technology LLC	 	Formsprag	 	Torque Arm Assembly for a Backstopping Clutch	 	 	 	 	 	 	 	 	 	 	PCT/US2008/062444	 	 	 	5/2/2008	 	 	Pending
	Patent Appl.
	 	Brazil	 	Warner Electric Technology Inc.	 	Wichita	 	Liquid Cooled Brake assembley	 	 	 	 	 	 	 	 	 	 	PI 0618103-1	 	 	 	4/30/2008	 	 	Pending
	Patent Appl.
	 	India	 	Warner Electric Technology Inc.	 	Wichita	 	Liquid Cooled Brake assembley	 	 	 	 	 	 	 	 	 	 	2125/CHENP/2008	 	 	 	4/29/2008	 	 	Pending
	Patent Appl.
	 	Europe	 	Warner Electric Technology Inc.	 	Wichita	 	Liquid Cooled Brake assembley	 	 	 	 	 	 	 	 	 	 	06817212.1	 	 	 	4/24/2008	 	 	Pending
	Patent Appl.
	 	Brazil	 	Warner Electric Technology LLC	 	Wichita	 	BALANCED FLOW COOLING WATER JACKET	 	 	 	 	 	 	 	 	 	 	PI 0611804-0	 	 	 	4/30/2008	 	 	Pending
	Patent Appl.
	 	Europe	 	Warner Electric Technology LLC	 	Wichita	 	BALANCED FLOW COOLING WATER JACKET	 	 	 	 	 	 	 	 	 	 	06817231.1	 	 	 	4/24/2008	 	 	Pending
	Patent Appl.
	 	Russia	 	Warner Electric Technology Inc.	 	Wichita	 	Liquid Cooled Brake assembley	 	 	 	 	 	 	 	 	 	 	2008121805	 	 	 	5/30/2008	 	 	Pending
	Patent Appl.
	 	Russia	 	Warner Electric Technology LLC	 	Wichita	 	BALANCED FLOW COOLING WATER JACKET	 	 	 	 	 	 	 	 	 	 	2008121806	 	 	 	5/30/2008	 	 	Pending
	Patent Appl.
	 	India	 	Warner Electric Technology LLC	 	Wichita	 	BALANCED FLOW COOLING WATER JACKET	 	 	 	 	 	 	 	 	 	 	2692/CHENP/2008	 	 	 	5/29/2008	 	 	Pending
	Patent Appl.
	 	USA	 	Warner Electric Technology LLC	 	Wichita	 	Rotational Coupling Device With Sealed Key	 	 	 	 	 	 	 	 	 	 	12/124,699	 	 	 	5/21/2008	 	 	Pending
	Patent Appl.
	 	Europe	 	Warner Electric Technology LLC	 	Formsprag	 	Automatically released bi-directional overunning clutch	 	 	 	 	 	 	 	 	 	 	07762680.2	 	 	 	7/15/2008	 	 	Pending
	Patent Appl.
	 	USA	 	Warner Electric Technology LLC	 	FORMSPRAG	 	“Safety Control for Release of Backstopping Clutch”	 	 	 	 	 	 	 	 	 	 	12/175,995	 	 	 	07/18/2008	 	 	Pending
	Patent Appl.
	 	Europe	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	07754729.7	 	 	 	9/29/2008	 	 	Pending
	Patent Appl.
	 	South Korea	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	10-2008-7023303	 	 	 	9/24/2008	 	 	Pending
	Patent Appl.
	 	PCT	 	Warner Electric Technology LLC	 	FORMSPRAG	 	Sparag Retainer for OVERRUNNING CLUTCH	 	 	 	 	 	 	 	 	 	 	PCT/US2008/079310	 	 	 	10/09/2008	 	 	Pending
	Patent Appl.
	 	Canada	 	Warner Electric Technology LLC	 	Formsprag	 	Automatically released bi-directional overunning clutch	 	 	 	 	 	 	 	 	 	 	2640240	 	 	 	7/24/2008	 	 	Pending
	Patent Appl.
	 	Europe	 	Warner Electric Technology LLC	 	FORMSPRAG	 	OVERRUNNING CLUTCH	 	 	 	 	 	 	 	 	 	 	07783919.9	 	 	 	11/20/2008	 	 	Pending
	Patent Appl.
	 	USA	 	Warner Electric Technology LLC	 	Warner	 	[*]	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	[*]
	Patent Appl.
	 	Japan	 	Warner Electric Technology LLC	 	Warner	 	Rotational Coupling Device	 	 	 	 	 	 	 	 	 	 	2009-504258	 	 	 	9/29/2008	 	 	Pending






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IP Type	 	Issuing 
Jurisdiction	 	Owner Entity	 	Altra BU	 	Title / Description	 	Registration
Number	 	 	Registration /
Issue Date	 	 	Application 
Number	 	 	Filing Date	 	 	Status
	Patent Appl.
	 	USA	 	Warner Electric Technology LLC	 	Wichita	 	“Dual Actuator Friction Brake Assembly”	 	 	 	 	 	 	 	 	 	 	12/364,116	 	 	 	2/2/2009	 	 	Pending
	TM Appl.
	 	Brazil	 	Formsprag LLC	 	Formsprag	 	BC MA	 	 	 	 	 	 	 	 	 	 	901417858	 	 	 	1/22/2009	 	 	Pending
	TM Appl.
	 	USA	 	Formsprag LLC	 	Formsprag	 	BC MA	 	 	 	 	 	 	 	 	 	 	77/649,950	 	 	 	1/15/2009	 	 	Pending
	Patent Appl.
	 	Japan	 	Warner Electric Technology LLC	 	FORMSPRAG	 	OVERRUNNING CLUTCH	 	 	 	 	 	 	 	 	 	 	2009-511247	 	 	 	11/18/2008	 	 	Pending
	Patent Appl.
	 	PCT	 	Warner Electric Technology LLC	 	Wichita	 	Rotational Coupling Device With Sealed Key	 	 	 	 	 	 	 	 	 	 	PCT/US09/044679	 	 	 	5/20/2009	 	 	Pending
	Patent
	 	USA	 	Ameridrives International, LLC	 	APT	 	Driveshaft with slip joint seal	 	 	5,320,658	 	 	 	07/23/1993	 	 	 	07/864,307	 	 	 	04/06/1992	 	 	Active
	Patent
	 	USA	 	Ameridrives International, LLC	 	APT	 	Driveshaft with sealed slip joint seal	 	 	5,655,968	 	 	 	08/12/1997	 	 	 	08/646,202	 	 	 	05/07/1996	 	 	Active
	Patent Appl.
	 	Europe	 	Warner Electric Technology LLC	 	Wichita	 	AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)	 	 	 	 	 	 	 	 	 	 	08714083.6.	 	 	 	07/28/2009	 	 	Pending
	Patent Appl.
	 	Singapore	 	Warner Electric Technology LLC	 	Wichita	 	AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)	 	 	 	 	 	 	 	 	 	 	200904860-4.	 	 	 	07/17/2009	 	 	Pending
	Patent Appl.
	 	Australia	 	Warner Electric Technology LLC	 	FORMSPRAG	 	“Safety Control for Release of Backstopping Clutch”	 	 	 	 	 	 	 	 	 	 	2009202888	 	 	 	07/17/2009	 	 	Pending
	Patent
	 	USA	 	Warner Electric Technology LLC	 	Wichita	 	“Dual Actuator Friction Brake Assembly”	 	 	7,556,128	 	 	 	7/9/2009	 	 	 	11/263,395	 	 	 	10/31/2005	 	 	Active
	TM Appl.
	 	South Africa	 	Formsprag LLC	 	Marland	 	Marland	 	 	 	 	 	 	 	 	 	 	2009/17809	 	 	 	9/11/2009	 	 	Pending
	Patent Appl.
	 	China	 	Warner Electric Technology LLC	 	Wichita	 	AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)	 	 	 	 	 	 	 	 	 	 	200880003823.2	 	 	 	07/31/2009	 	 	Pending
	Patent
	 	Singapore	 	Warner Electric Technology Inc.	 	Wichita	 	Liquid Cooled Brake assembley	 	 	141,736	 	 	 	8/31/2009	 	 	 	200802767-4	 	 	 	4/11/2008	 	 	Active
	Patent Appl.
	 	PCT	 	Warner Electric Technology LLC	 	Warner	 	[*]	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	[*]
	Patent Appl.
	 	USA	 	Warner Electric Technology LLC	 	Formsprag	 	[*]	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	[*]
	Patent Appl.
	 	Australia	 	Warner Electric Technology LLC	 	Formsprag	 	Torque Arm Assembly for a Backstopping Clutch	 	 	 	 	 	 	 	 	 	 	PCT/US2008/062444	 	 	 	11/5/2009	 	 	Pending
	TM
	 	Mexico	 	Emerson Power Transmission Corp.	 	Stieber	 	GFR	 	 	631,573	 	 	 	10/29/1999	 	 	 	302944	 	 	 	07/30/1997	 	 	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.




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).



 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date of Abandonment/	 	Cumulative Fees/	 	Date of Next	 	Costs of Next	 	Owner or Assignee	 	Business	 	Business	 	 
	Last Renewal	 	Costs Paid	 	Renewal	 	Renewal	 	of Record	 	Name	 	Contact	 	Product Line
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9/21/2003
	 	 	 	9/21/2013	 	500	 	IMO Industries Inc.	 	Boston Gear	 	Fred Sholds	 	Drives and Controls
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 
	Notes	 	Dana #
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	5362 FORM
	 
	 	5362 FORM
	 
	 	5362 FORM
	 
	 	5362 FORM
	 
	 	5362 FORM
	 
	 	2785 WARN
	 
	 	2930 ALC
	 
	 	3351 WARN
	 
	 	3351 WARN
	 
	 	3351 WARN
	 
	 	3351 WARN
	 
	 	3351 WARN
	 
	 	2288 WARN
	 
	 	5329 WARN
	 
	 	5329 WARN
	Substantive examination was requested in November 2005. Deadline is 02/14/2006
	 	5329 WARN
	 
	 	5329 WARN
	 
	 	5329 WARN
	 
	 	5329 WARN
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	2806 FORM
	 
	 	3678 WARN
	 
	 	3678 WARN
	 
	 	3678 WARN
	 
	 	3678 WARN
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	3605 WARN
	 
	 	3605 WARN
	 
	 	3605 WARN
	 
	 	3605 WARN
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	3678 WARN
	 
	 	2287 WARN
	 
	 	3455 WARN
	 
	 	3455 WARN
	 
	 	3455 WARN
	 
	 	3455 WARN
	 
	 	3455 WARN
	 
	 	3116 WARN
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	2929 ALC
	 
	 	2044 FORM
	 
	 	3245 WARN
	 
	 	3245 WARN
	 
	 	3245 WARN
	 
	 	3245 WARN
	 
	 	3245 WARN
	 
	 	3245 WARN
	 
	 	3245 WARN
	 
	 	3245 WARN






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date of Abandonment/	 	Cumulative Fees/	 	Date of Next	 	Costs of Next	 	Owner or Assignee	 	Business	 	Business	 	 
	Last Renewal	 	Costs Paid	 	Renewal	 	Renewal	 	of Record	 	Name	 	Contact	 	Product Line
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4/23/2005
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 







	 	 	 
	Notes	 	Dana #
	 
	 	3245 WARN
	 
	 	3239 WARN
	 
	 	2786 WARN
	 
	 	2786 WARN
	 
	 	2786 WARN
	 
	 	3162 WARN
	 
	 	3162 WARN
	 
	 	3162 WARN
	 
	 	3162 WARN
	 
	 	2911 WARN
	 
	 	2911 WARN
	 
	 	2911 WARN
	 
	 	2911 WARN
	 
	 	2911 WARN
	 
	 	2911 WARN
	 
	 	3164 WARN
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	3165 WARN
	 
	 	 
	 
	 	2496 WARN
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	4063 FORM
	 
	 	4063 FORM
	 
	 	4063 FORM
	 
	 	4063 FORM
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	2448 WARN
	 
	 	 
	 
	 	3605 WARN
	 
	 	3605 WARN
	 
	 	 
	 
	 	2806 FORM
	 
	 	2806 FORM
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	3471 ALC
	 
	 	 
	 
	 	4598 WARN
	 
	 	4598 WARN
	 
	 	4598 WARN
	 
	 	4598 WARN
	 
	 	2575 WARN
	 
	 	 
	 
	 	 
	Instructed by Ian Hakon not to renew
	 	 
	 
	 	 
	 
	 	 
	Instructed by Ian Hakon not to renew
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	2449 WARN
	 
	 	3240 WARN
	 
	 	3240 WARN






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date of Abandonment/	 	Cumulative Fees/	 	Date of Next	 	Costs of Next	 	Owner or Assignee	 	Business	 	Business	 	 
	Last Renewal	 	Costs Paid	 	Renewal	 	Renewal	 	of Record	 	Name	 	Contact	 	Product Line
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	98302223.7
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	1/22/2006	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7/4/2005
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 







	 	 	 
	Notes	 	Dana #
	 
	 	3240 WARN
	 
	 	3240 WARN
	 
	 	3240 WARN
	 
	 	3240 WARN
	 
	 	3734 WARN
	 
	 	4175 WARN
	 
	 	4175 WARN
	 
	 	4175 WARN
	 
	 	4175 WARN
	 
	 	4175 WARN
	 
	 	4175 WARN
	 
	 	4175 WARN
	Pending WPThomson response
	 	 
	Renewed in 2005
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	4429 WICH
	 
	 	2290 WARN
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	Potential asssignment issue. James could not find re-assignment from IMO Industries. Instructed to record in the name of Boston Gear LLC
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	3456 WARN
	 
	 	3456 WARN
	 
	 	3456 WARN
	 
	 	3456 WARN
	 
	 	3456 WARN
	 
	 	 
	Filed for an extension on 08/24/2005
	 	 
	 
	 	2574 WARN
	Patent already approved. Pending payment registration fee.
	 	4464 WARN
	 
	 	4464 WARN
	 
	 	4464 WARN
	 
	 	4464 WARN
	Will lapse on 05/30/2010
	 	3164 WARN
	 
	 	4464 WARN
	 
	 	4464 WARN
	 
	 	3546 WARN
	 
	 	3546 WARN
	 
	 	3546 WARN
	 
	 	3546 WARN
	 
	 	3546 WARN
	 
	 	4318 FORM
	 
	 	3368 WICH
	 
	 	4230 FORM
	 
	 	4230 FORM
	 
	 	3428 FORM
	 
	 	4318 FORM
	 
	 	4318 FORM
	 
	 	4318 FORM
	 
	 	4456 WICH
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	3430 WARN
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	2963 WARN
	 
	 	2963 WARN
	 
	 	2963 WARN






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date of Abandonment/	 	Cumulative Fees/	 	Date of Next	 	Costs of Next	 	Owner or Assignee	 	Business	 	Business	 	 
	Last Renewal	 	Costs Paid	 	Renewal	 	Renewal	 	of Record	 	Name	 	Contact	 	Product Line
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Note: May be a design mark
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/7/2006
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 








	 	 	 
	Notes	 	Dana #
	 
	 	2963 WARN
	 
	 	2963 WARN
	 
	 	3612 WARN
	 
	 	3612 WARN
	 
	 	3612 WARN
	 
	 	3612 WARN
	 
	 	3612 WARN
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	Renewed in 2005
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	Rich instructed to renew.
	 	 
	Will be renewed in December 2005
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	Renewed in 2005
	 	 
	will be allowed to lapse
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	Assignment issue. Still not properly assigned from Dana.
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	4598 WARN
	 
	 	5329 WARN
	 
	 	4598 WARN
	 
	 	3546 WARN
	 
	 	3351 WARN
	 
	 	3351 WARN
	 
	 	4598 WARN
	 
	 	4598 WARN






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date of Abandonment/	 	Cumulative Fees/	 	Date of Next	 	Costs of Next	 	Owner or Assignee	 	Business	 	Business	 	 
	Last Renewal	 	Costs Paid	 	Renewal	 	Renewal	 	of Record	 	Name	 	Contact	 	Product Line
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NOTE; DUPLICATE ENTRY (SEE ROW 428)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NOTE; DUPLICATE ENTRY (SEE ROW 479)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6009 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	4318 FORM	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6003 FORM	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6017 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	Filed for an extension on 08/24/2005	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	Pending	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	Pending	 	 	 	 
	
	 	 	 	 	 	 	 	Published for opposition on 10/11/2005	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6023 FORM	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 









	 	 	 
	Notes	 	Dana #
	 
	 	5329 WARN
	 
	 	3162 WARN
	 
	 	4598 WARN
	 
	 	5329 WARN
	 
	 	3351 WARN
	 
	 	3428 FORM
	 
	 	3430 WARN
	 
	 	3240 WARN
	 
	 	3351 WARN
	 
	 	3351 WARN
	 
	 	2963 WARN
	 
	 	3428 FORM
	 
	 	3351 WARN
	 
	 	3428 FORM
	 
	 	2963 WARN
	 
	 	3351 WARN
	 
	 	3428 FORM
	 
	 	3351 WARN
	 
	 	3428 FORM
	 
	 	 
	 
	 	 
	 
	 	 
	Provisional patent applied for S/N 60/531,607—renewal dates reflect expected approval and correspondence date
	 	 
	Trademark application—renewal dates reflect expected approval and correspondence date
	 	 
	Provisional patent applied for S/N 11/114,062—renewal dates reflect expected approval and correspondence date
	 	 
	 
	 	2602 FORM
	 
	 	2806 FORM
	 
	 	3428 FORM
	 
	 	4063 FORM
	 
	 	4318 FORM
	 
	 	 
	 
	 	 
	 
	 	1640 FORM
	 
	 	2044 FORM
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	Obsolete per Ian Hakon. Need to check if included in IP Inventory.
	 	 
	Obsolete per Ian Hakon. Need to check if included in IP Inventory.
	 	 
	Obsolete per Ian Hakon. Need to check if included in IP Inventory.
	 	 
	 
	 	6020 WARN
	 
	 	6009 WARN
	 
	 	6015 WARN
	 
	 	6016 WARN
	 
	 	 
	 
	 	 
	 
	 	6014 WICH
	 
	 	6012 WICH
	 
	 	 
	 
	 	5329 WARN
	Published for opposition on 10/11/2005
	 	 
	 
	 	 
	 
	 	6003 FORM
	 
	 	 
	 
	 	6007 FORM
	 
	 	 
	 
	 	6018 WARN
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date of Abandonment/	 	Cumulative Fees/	 	Date of Next	 	Costs of Next	 	Owner or Assignee	 	Business	 	Business	 	 
	Last Renewal	 	Costs Paid	 	Renewal	 	Renewal	 	of Record	 	Name	 	Contact	 	Product Line
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6017 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6018 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6018 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6007 FORM	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	Published for opposition on 10/11/2005	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	Assignment issue. Will re-apply	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6023 FORM	 	 	 	 
	
	 	 	 	 	 	 	 	Substantive examination was requested in November 2005. D	 	eadline is 02/14/2006      5329 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	4318 FORM	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6009 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6015 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6016 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6022 wich	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6014 WICH	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6009 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6015 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6016 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6016 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6015 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6009 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6016 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6015 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6015 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6009 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	Published for opposition on 10/11/2005	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6014 WICH	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6012 WICH	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6014 WICH	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6025 FORM	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6012 WICH	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6012 WICH	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6012 WICH	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6014 WICH	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6014 WICH	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6012 WICH	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6014 WICH	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6007 FORM	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6026 FORM	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6018 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6026 FORM	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6007 FORM	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6023 FORM	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6018 WARN	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6018 WARN	 	 	 	 






 









 








	 	 	 
	Notes	 	Dana #
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	6012 WICH
	 
	 	 
	 
	 	6022 wich
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	6018 WARN
	 
	 	 
	 
	 	6007 FORM
	 
	 	6007 FORM
	 
	 	6025 FORM
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	FORM 6023
	 
	 	FORM 6023
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	6026 FORM
	 
	 	5329 WARN
	 
	 	6003 FORM
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	6022 wich
	 
	 	6022 wich
	 
	 	6014 WICH
	 
	 	6009 WARN
	 
	 	6015 WARN
	 
	 	6016 WARN
	 
	 	6016 WARN
	 
	 	6015 WARN
	 
	 	6009 WARN
	 
	 	 
	 
	 	6009 WARN
	 
	 	6015 WARN
	 
	 	 
	 
	 	6016 WARN
	 
	 	 
	 
	 	6014 WICH
	 
	 	6012 WICH
	 
	 	6014 WICH
	 
	 	6025 FORM
	 
	 	6012 WICH
	 
	 	6012 WICH
	 
	 	6012 WICH
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	6014 WICH
	 
	 	6014 WICH
	 
	 	6027 WICH
	 
	 	6007 FORM
	 
	 	6028 FORM
	 
	 	 
	 
	 	 
	 
	 	6026 FORM
	 
	 	6007 FORM
	 
	 	6023-1 FORM
	 
	 	6021 WARN
	 
	 	6018 WARN
	 
	 	6013 WICH






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date of Abandonment/	 	Cumulative Fees/	 	Date of Next	 	Costs of Next	 	Owner or Assignee	 	Business	 	Business	 	 
	Last Renewal	 	Costs Paid	 	Renewal	 	Renewal	 	of Record	 	Name	 	Contact	 	Product Line
	
	 	 	 	 	 	 	 	 	 	6027 WICH	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6023-1 FORM	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	6027 WICH	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	6022 wich	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	6022 wich	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	6028 FORM	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	6013 WICH	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	6022 wich	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	6012 WICH	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	6021 WARN	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	6025 FORM	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	6025 FORM	 	 	 	 
	 

	 	 	 	 	 	 	 	Assignment issue. Should have been assigned to Dana and Stieber	 	 	 	 	 	 






 









 






	 	 	 
	Notes	 	Dana #
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	6027 WICH
	 
	 	 
	 
	 	 
	 
	 	6022 wich
	 
	 	6022 wich
	 
	 	6028 FORM
	 
	 	6013 WICH
	 
	 	 
	 
	 	 
	 
	 	6012 WICH
	 
	 	 
	 
	 	 
	 
	 	6025 FORM







 











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IP Type	 	Issuing 
Jurisdiction	 	Owner Entity	 	Altra BU	 	Title / Description	 	Registration
Number	 	 	Registration /
Issue Date	 	 	Application 
Number	 	 	Filing Date	 	 	Status
	Patent
	 	USA	 	Inertia Dynamics, LLC	 	IDI	 	Manual release machanism for a brake	 	 	6675940	 	 	 	01/13/2004	 	 	 	253125	 	 	 	09/24/2002	 	 	Active
	Patent
	 	USA	 	Inertia Dynamics, LLC	 	IDI	 	Elevator brake assembly	 	 	6675939	 	 	 	01/13/2004	 	 	 	773722	 	 	 	01/31/2001	 	 	Active
	Patent
	 	USA	 	Inertia Dynamics, LLC	 	IDI	 	Device for clamping a shaft	 	 	6527233	 	 	 	03/04/2003	 	 	 	841507	 	 	 	04/24/2001	 	 	Active
	Patent
	 	USA	 	Inertia Dynamics, LLC	 	IDI	 	Clutch system and method	 	 	6488133	 	 	 	12/3/2002	 	 	 	528690	 	 	 	03/20/2000	 	 	Active
	Patent
	 	USA	 	Inertia Dynamics, LLC	 	IDI	 	Electromagnetic disc brake with rubber friction disk braking surface	 	 	6161659	 	 	 	12/19/2000	 	 	 	167006	 	 	 	09/29/1998	 	 	Active
	Patent
	 	USA	 	Inertia Dynamics, LLC	 	IDI	 	Sealed electromagnetic brake	 	 	6125975	 	 	 	10/3/2000	 	 	 	193388	 	 	 	11/17/1998	 	 	Active
	Patent
	 	USA	 	Inertia Dynamics, LLC	 	IDI	 	Electric clutch and brake	 	 	6047805	 	 	 	04/11/2000	 	 	 	937816	 	 	 	09/29/1997	 	 	Active
	Patent
	 	USA	 	Inertia Dynamics, LLC	 	IDI	 	Electro-mechanical variable speed clutch	 	 	5979630	 	 	 	11/9/1999	 	 	 	938862	 	 	 	09/26/1997	 	 	Active
	Patent
	 	USA	 	Inertia Dynamics, LLC	 	IDI	 	Power-off brake with manual release	 	 	5915507	 	 	 	06/29/1999	 	 	 	932904	 	 	 	09/17/1997	 	 	Active
	TM
	 	USA	 	Inertia Dynamics, LLC	 	IDI	 	Unibrake	 	 	0809205	 	 	 	05/31/1966	 	 	 	72/219817	 	 	 	05/26/1965	 	 	Active
	Unregistered TM
	 	USA	 	Inertia Dynamics, LLC	 	IDI	 	IDI	 	 	N/A	 	 	 	N/A	 	 	 	 	 	 	 	 	 	 	n/a
	Patent Appl.
	 	USA	 	Inertia Dynamics, LLC	 	IDI	 	[*]	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	[*]
	Patent Appl.
	 	USA	 	Inertia Dynamics, LLC	 	IDI	 	Manual release brake	 	 	 	 	 	 	 	 	 	 	60/324,812	 	 	 	09/24/2001	 	 	Pending
	Patent Appl.
	 	USA	 	Inertia Dynamics, LLC	 	IDI	 	Clutch with wear ring assembly	 	 	 	 	 	 	 	 	 	 	60/565860	 	 	 	04/27/2004	 	 	Pending
	Patent Appl.
	 	United States	 	Inertia Dynamics, LLC	 	IDI	 	[*]	 	 	 	 	 	 	 	 	 	 	[*]	 	 	 	[*]	 	 	[*]







 











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date of Abandonment/	 	Cumulative Fees/	 	Date of Next	 	Costs of Next	 	Owner or Assignee	 	Business	 	Business	 	 
	Last Renewal	 	Costs Paid	 	Renewal	 	Renewal	 	of Record	 	Name	 	Contact	 	Product Line





 









 







	 	 	 
	Notes	 	Previos Counsel
	 

	 	McCarter & English, LLP -Transfering to Dykema Gossett
	 

	 	Edwards Angell Palmer & Dodge LLP-Transfering to Dykema Gossett
	 

	 	McCarter & English, LLP -Transfering to Dykema Gossett
	 

	 	McCarter & English, LLP -Transfering to Dykema Gossett
	 

	 	McCarter & English, LLP -Transfering to Dykema Gossett
	 

	 	McCarter & English, LLP -Transfering to Dykema Gossett
	 

	 	McCarter & English, LLP -Transfering to Dykema Gossett
	 

	 	McCarter & English, LLP -Transfering to Dykema Gossett
	 

	 	Newholm; Timothy E., Miller; John M., Horn; John J.
	Pending assignment recordation issue. Currently in the name of Reliance Electric, former parent.

	 	McCarter & English, LLP -Transfering to Dykema Gossett
	 

	 	n/a
	Pending assignment recordation issue. Currently in the name of Reliance Electric, former parent.

	 	Edwards Angell Palmer & Dodge LLP-Transfering to Dykema Gossett
	Pending assignment recordation issue. Currently in the name of Reliance Electric, former parent.

	 	McCarter & English, LLP -Transfering to Dykema Gossett
	Pending assignment recordation issue. Currently in the name of Reliance Electric, former parent.

	 	McCarter & English, LLP -Transfering to Dykema Gossett
	 

	 	Dykema Gossett






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Issuing	 	 	 	 	 	 
	IP Type	 	Jurisdiction	 	Owner Entity	 	Altra BU	 	Title/Description
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Other Mechanical
	 	All-Pro
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Other Mechanical
	 	Braketron
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Deck & Design (stylized lettering)
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Other Mechanical
	 	Disc-O-Torque
	TM

	 	Mexico
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Dura-Flex
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Dura-Flex
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	Electronics
	 	E-Flow
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	Electronics
	 	E-trAC (Stylized)
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	Electronics
	 	E-TROL+PLUS
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	First In Couplings
	TM

	 	Canada
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Formflex
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Form-Flex
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	Electronics
	 	IMD
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Other Mechanical
	 	NLS
	TM

	 	Canada
	 	TB Woods Enterprises, Inc.
	 	Electronics
	 	PDA-Trac
	TM

	 	Mexico
	 	TB Woods Enterprises, Inc.
	 	Electronics
	 	PDA-Trac
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	Electronics
	 	PDA-Trac
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	Electronics
	 	Petro-Trac
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Poole
	TM

	 	Mexico
	 	TB Woods Enterprises, Inc.
	 	TBW Other Mechanical
	 	Qt Power Chain
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Other Mechanical
	 	Qt Power Chain
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Other Mechanical
	 	Roto-Cam
	TM

	 	Canada
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Speedlign
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Speedlign
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	Electronics
	 	S-Trac
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	Electronics
	 	Superstart
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Other Mechanical
	 	Sure Grip (Stylized)
	TM

	 	Great Britain
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	SureFlex
	TM

	 	Australia
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Sure-Flex & Design (stylized)
	TM

	 	Canada
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Sure-Flex
	TM

	 	Japan
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Sure-Flex
	TM

	 	Switzerland
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Sure-Flex
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Sure-Flex
	TM

	 	Japan
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	SureFlex and Katakana
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Sure-Grip
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Sure-Grip
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Truetube
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	Electronics
	 	Ultracon
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	Electronics
	 	Ultracon II
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	Electronics
	 	Ultra-Helix
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Other Mechanical
	 	Ultra-V
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Other Mechanical
	 	Ultra-V
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Other Mechanical
	 	Var-A-Cone
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Other Mechanical
	 	W TB Wood’s (and design)
	TM

	 	Canada
	 	TB Woods Enterprises, Inc.
	 	Electronics
	 	Win-Trac
	TM

	 	Community Trademark
	 	TB Woods Enterprises, Inc.
	 	Electronics
	 	Win-Trac
	TM

	 	Mexico
	 	TB Woods Enterprises, Inc.
	 	Electronics
	 	Win-Trac
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	Electronics
	 	Win-Trac
	TM

	 	Mexico
	 	TB Woods Enterprises, Inc.
	 	Corporate
	 	Woods@Work






 









 






	 	 	 	 	 	 	 	 	 
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	Corporate
	 	Woods@Work
	TM

	 	Germany
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Form-Flex
	TM

	 	Argentina
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Dura-Flex
	TM

	 	Community Trademark
	 	TB Woods Inc.
	 	TBW Couplings
	 	Dura-Flex
	TM

	 	Great Britain
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Dura-Flex
	TM

	 	Japan
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Dura-Flex
	TM

	 	Taiwan
	 	TB Woods Inc.
	 	TBW Couplings
	 	Dura-Flex
	TM

	 	Japan
	 	TB Woods Inc.
	 	TBW Couplings
	 	Form-Flex
	TM

	 	South Korea
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Form-Flex
	TM

	 	Venezuela
	 	TB Woods Inc.
	 	Electronics
	 	Petro-Trac
	TM

	 	Canada
	 	TB Woods Enterprises, Inc.
	 	TBW Other Mechanical
	 	Qt Power Chain
	TM

	 	France
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Speedlign
	TM

	 	Germany
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Speedlign
	TM

	 	Great Britain
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Speedlign
	TM

	 	Germany
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	SureFlex
	TM

	 	Singapore
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	SureFlex
	TM

	 	Benelux
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Sure-Flex
	TM

	 	Brazil
	 	TB Woods Inc.
	 	TBW Couplings
	 	Sure-Flex
	TM

	 	France
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Sure-Flex
	TM

	 	Italy
	 	TB Woods Inc.
	 	TBW Couplings
	 	Sure-Flex
	TM

	 	Canada
	 	TB Woods Enterprises, Inc.
	 	Corporate
	 	Woods@Work
	Patent

	 	US
	 	TB Woods Inc.
	 	Electronics
	 	Housing for motor control equipment
	Patent

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Other Mechanical
	 	Combination of power steering pump and air
conditioning compressor in an automotive vehicle
	Patent

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Other Mechanical
	 	Shaft Mountable Bushing and Hub for Industrail
poer transmission
	Patent

	 	US
	 	TB Woods Enterprises, Inc.
	 	Electronics
	 	Precision Winding Method and Apparatus
	Patent

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Flexible Coupling with End Stress Relief Structure
	Patent

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Flexible Coupling Device
	TM

	 	Australia
	 	TB Woods Inc.
	 	TBW Couplings
	 	Dura-Flex
	TM

	 	Canada
	 	Dana Corp.
	 	TBW Couplings
	 	Disc-O-Torque
	Patent Application

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Ultraflex
	TM

	 	US
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	G-Flex
	TM Appl.

	 	Canada
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	G-Flex
	TM Appl.

	 	Mexico
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	G-Flex
	TM

	 	Mexico
	 	TB Woods Enterprises, Inc.
	 	TBW Couplings
	 	Speedlign






 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Date of
	Registration	 	Registration /	 	Application	 	Filing	 	 	 	Abandonment/
	Number	 	Issue Date	 	Number	 	Date	 	Status	 	Last Renewal
	2,165,737

	 	6/16/1998
	 	 	75/290,731	 	 	5/12/1997
	 	Active
	 	6/16/2008
	1,164,393

	 	8/11/1981
	 	 	73/254,657	 	 	3/19/1980
	 	Active
	 	8/11/2011
	1,409,209

	 	9/16/1986
	 	 	73/581,633	 	 	2/7/1986
	 	Active
	 	9/16/2016
	859,264

	 	10/29/1968
	 	 	72/285,224	 	 	11/20/1967
	 	Active
	 	10/29/2008
	552,086

	 	6/26/1997
	 	 	297,615	 	 	6/9/1997
	 	Active
	 	6/9/2007
	1,116,828

	 	4/24/1979
	 	 	73/158,649	 	 	2/13/1978
	 	Active
	 	4/24/2009
	2,169,361

	 	6/30/1998
	 	 	75/280,015	 	 	4/23/1997
	 	Active
	 	6/30/2008
	1,333,061

	 	4/30/1985
	 	 	73/491,494	 	 	7/24/1984
	 	Active
	 	4/30/2015
	2,156,683

	 	5/12/1998
	 	 	75/273,178	 	 	4/11/1997
	 	Active
	 	5/12/2008
	1,361,466

	 	9/24/1985
	 	 	73/526,310	 	 	3/11/1985
	 	Active
	 	9/24/2015
	TMA215307

	 	8/13/1976
	 	 	352,690	 	 	4/26/1972
	 	Active
	 	8/13/2021
	2,152,362

	 	4/21/1998
	 	 	75/273,175	 	 	4/11/1997
	 	Active
	 	4/21/2008
	2,261,432

	 	7/13/1999
	 	 	75/272,935	 	 	4/11/1997
	 	Active
	 	7/13/2009
	2,152,366

	 	4/21/1998
	 	 	75/273,181	 	 	4/11/1997
	 	Active
	 	4/21/2008
	TMA669,532

	 	8/9/2006
	 	 	1,210,875	 	 	3/24/2004
	 	Active
	 	8/9/2021
	862222

	 	11/30/2004
	 	 	652272	 	 	4/21/2004
	 	Active
	 	4/21/2014
	2,986,366

	 	8/16/2005
	 	 	78/329,999	 	 	11/19/2003
	 	Active
	 	8/16/2015
	2,641,082

	 	10/22/2002
	 	 	78/052,072	 	 	3/8/2001
	 	Active
	 	10/22/2012
	2,191,918

	 	9/29/1998
	 	 	75/251,697	 	 	2/28/1997
	 	Active
	 	9/29/2008
	818826

	 	1/26/2004
	 	 	573133	 	 	10/20/2002
	 	Active
	 	10/20/2012
	2,723,745

	 	6/10/2003
	 	 	76/403,299	 	 	5/2/2002
	 	Active
	 	6/10/2013
	859,263

	 	10/29/1968
	 	 	72/285,223	 	 	11/20/1967
	 	Active
	 	10/29/2008
	TMA665,131

	 	5/29/2006
	 	 	1,223,603	 	 	7/14/2004
	 	Active
	 	5/29/2021
	2,991,827

	 	9/6/2005
	 	 	78/350,700	 	 	1/12/2004
	 	Active
	 	9/6/2015
	2,257,668

	 	6/29/1999
	 	 	75/272,936	 	 	4/11/1997
	 	Active
	 	6/29/2009
	1,686,040

	 	5/12/1992
	 	 	74/104,389	 	 	10/9/1990
	 	Active
	 	5/12/2012
	645,415

	 	5/14/1957
	 	 	71/640,418	 	 	1/6/1953
	 	Active
	 	5/14/2007
	B998,327

	 	9/13/1972
	 	 	B998,327	 	 	9/13/1972
	 	Active
	 	9/13/2007
	B375,472

	 	5/13/1982
	 	 	B375,472	 	 	5/13/1982
	 	Active
	 	5/13/2013
	TMA380915

	 	3/1/1991
	 	 	645,519	 	 	11/23/1989
	 	Active
	 	3/1/2021
	1,923,250

	 	12/24/1986
	 	 	40,343/1982	 	 	5/12/1982
	 	Active
	 	12/24/2016
	405,626

	 	9/14/1992
	 	 	01605/1993	 	 	9/14/1992
	 	Active
	 	9/14/2012
	668,649

	 	10/21/1958
	 	 	72/043,720	 	 	1/9/1958
	 	Active
	 	10/21/2008
	1,740,974

	 	1/23/1995
	 	 	7-700836	 	 	1/13/1995
	 	Active
	 	1/23/2015
	646,423

	 	6/4/1957
	 	 	71/575,508	 	 	3/15/1949
	 	Active
	 	6/4/2007
	1,109,150

	 	12/19/1978
	 	 	73/136,699	 	 	8/8/1977
	 	Active
	 	12/19/2008
	2,152,364

	 	4/21/1998
	 	 	75/273,177	 	 	4/11/1997
	 	Active
	 	4/21/2008
	862,655

	 	12/31/1968
	 	 	72/300,318	 	 	6/13/1968
	 	Active
	 	12/31/2008
	2,150,835

	 	4/14/1998
	 	 	75/273,179	 	 	4/11/1997
	 	Active
	 	4/14/2008
	2,351,349

	 	5/23/2000
	 	 	75/559,570	 	 	9/25/1998
	 	Active
	 	5/23/2010
	1,001,969

	 	1/21/1975
	 	 	73/001,734	 	 	10/9/1973
	 	Active
	 	1/21/2015
	1,001,970

	 	1/21/1975
	 	 	73/003,203	 	 	10/10/1973
	 	Active
	 	1/21/2015
	2,152,365

	 	4/21/1998
	 	 	75/273,180	 	 	4/11/1997
	 	Active
	 	4/21/2008
	2,059,245

	 	5/6/1997
	 	 	75/107,136	 	 	5/20/1996
	 	Active
	 	5/6/2017
	TMA664,172

	 	5/12/2006
	 	 	1,210,868	 	 	3/24/2004
	 	Active
	 	5/12/2021
	3,828,019

	 	11/15/2005
	 	 	3.828.019	 	 	5/20/2004
	 	Active
	 	5/20/2014
	 

	 	 	 	 	653,047	 	 	4/21/2004
	 	Active	 	 
	2,961,309

	 	6/7/2005
	 	 	78/306,778	 	 	9/29/2003
	 	Active
	 	6/7/2015
	904275

	 	10/24/2005
	 	 	573134	 	 	10/30/2002
	 	Active
	 	10/30/2012






 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	2,801,090

	 	12/30/2003
	 	 	76/402,992	 	 	5/2/2002
	 	Active
	 	12/30/2013
	1,053,953

	 	9/16/1991
	 	 	1,053,953	 	 	9/16/1991
	 	Active
	 	9/30/2011
	1,783,301

	 	3/27/2000
	 	 	2,066,443	 	 	1/23/1997
	 	Active
	 	3/27/2010
	507277

	 	10/2/2000
	 	 	507.277	 	 	2/7/1997
	 	Active	 	 
	1,105,120

	 	11/22/1978
	 	 	1105120	 	 	11/22/1978
	 	Active
	 	11/22/2009
	4,166,483

	 	7/10/1998
	 	 	27318/97	 	 	3/17/1997
	 	Active
	 	7/10/2008
	807,300

	 	7/1/1998
	 	 	(86)5713	 	 	2/1/1997
	 	Active
	 	6/30/2008
	1,975,830

	 	8/19/1987
	 	 	41,517/85	 	 	8/19/1987
	 	Active
	 	8/19/2007
	140,855

	 	5/25/1987
	 	 	7981/1986	 	 	5/25/1997
	 	Active
	 	5/25/2007
	P-245856

	 	8/22/2003
	 	 	2001-016447	 	 	9/27/2001
	 	Active
	 	8/22/2013
	TMA623,038

	 	10/20/2004
	 	 	1,157,003	 	 	10/25/2002
	 	Active
	 	10/20/2019
	1,286,266

	 	6/19/1974
	 	 	717,131	 	 	6/19/1974
	 	Active	 	 
	935,511

	 	9/17/1975
	 	 	M39270	 	 	6/10/1974
	 	Active
	 	6/30/2014
	1,029,397

	 	5/13/1974
	 	 	1,029,397	 	 	5/13/1974
	 	Active
	 	5/13/2015
	926,107

	 	12/17/1974
	 	 	W24959	 	 	5/4/1973
	 	Active
	 	5/31/2013
	T82/02556B

	 	5/21/1982
	 	 	2556/82	 	 	5/21/1982
	 	Active
	 	5/21/2013
	0316801

	 	10/20/1972
	 	 	0316801	 	 	10/20/1972
	 	Active	 	 
	810,942,631

	 	3/19/1985
	 	 	810,942,631	 	 	8/23/1982
	 	Active
	 	3/19/2015
	023196347

	 	11/27/2002
	 	 	023196347	 	 	11/27/2002
	 	Active
	 	11/30/2012
	1037180

	 	9/25/1974
	 	 	MI2003002784
	 	 	9/25/1992
	 	Active
	 	9/25/2012
	TMA626,975

	 	11/29/2004
	 	 	1,157,004	 	 	10/25/2002
	 	Active
	 	11/29/2019
	D343387

	 	1/18/1994
	 	 	07/703338	 	 	5/21/1991
	 	Active	 	 
	5465804

	 	11/14/1995
	 	 	08/231802	 	 	4/25/1994
	 	Active	 	 
	5304101

	 	4/19/1994
	 	 	07/919223	 	 	7/27/1992
	 	Active	 	 
	6311920

	 	11/6/2001
	 	 	09/355713	 	 	8/3/1999
	 	Active	 	 
	5611732

	 	3/18/1997
	 	 	08/512,137	 	 	8/7/1995
	 	Active	 	 
	7,390,265

	 	6/24/2008
	 	 	11/256,463	 	 	10/21/2005
	 	Active	 	 
	 

	 	 	 	 	737738	 	 	6/25/1997
	 	Active	 	 
	TMA171577

	 	9/25/1970
	 	 	325923	 	 	9/16/1969
	 	Active
	 	9/25/2015
	 

	 	 	 	 	77/341,430	 	 	11/30/2007
	 	Pending	 	 
	3,501,631

	 	9/16/2008
	 	 	77/397,102.	 	 	2/14/2008
	 	Active	 	 
	 

	 	 	 	 	1406538	 	 	8/7/2008
	 	Pending	 	 
	 

	 	 	 	 	953824	 	 	8/11/2008
	 	Pending	 	 
	896028

	 	8/23/2005
	 	 	666,531	 	 	7/14/2004
	 	Active	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Owner or	 	 
		 	Date of Next	 	Costs of Next	 	Assignee of	 	Business
	Cumulative Fees/Costs Paid	 	Renewal	 	Renewal	 	Record	 	Name
	 
	 	 	 	 	 	 	 	 





 









 






Machine parts, namely, flexible couplings




Computer software to allow programming

and control of inverters




Flexible torsion couplings




 









 






	 	 	 	 	 
	Business	 	 	 	 
	Contact	 	Product Line	 	Notes
	 

	 	 	 	Machine Parts, namely sheaves and pulleys
	 

	 	 	 	Electronic brakes for induction motors, will be abandoned
	 

	 	 	 	Gear Couplings
	 

	 	 	 	Clutches
	 

	 	 	 	Flexible power transmission couplings
	 

	 	 	 	Flexible Couplings
	 

	 	 	 	Electromechanical controls, namely, solid state electronic controls for electric motors
	 

	 	 	 	Inverter type AC motor controller
	 

	 	 	 	Electromechanical controls, namely, solid state electronic controls for electric motors
	 

	 	 	 	Parts of machines, namely self-aligning gear couplings
	 

	 	 	 	 
	 

	 	 	 	Machine parts, namely, flexible couplings
	 

	 	 	 	Machine parts, namely, integrated motor drive
	 

	 	 	 	Machine parts, namely, centrifugla clutches, will be abandoned
	 

	 	 	 	Software to allow programming and control of inverters on hand-held operating systems
	 

	 	 	 	Computer software to allow programming and control of inverters
	 

	 	 	 	Software to allow programming and control of inverters on hand-held operating systems
	 

	 	 	 	Variable speed drive train for electric motors
	 

	 	 	 	Gear Couplings for machines
	 

	 	 	 	Mechanical power transmission machinery
	 

	 	 	 	Mechanical power transmission machinery, namely belts and sprockets
	 

	 	 	 	 
	 

	 	 	 	Flexible torsion couplings
	 

	 	 	 	Flexible torsion couplings
	 

	 	 	 	Electronic apparatus, namely, softstart motor controllers for use in industrail machines
	 

	 	 	 	Will be abandoned
	 

	 	 	 	Power transmission belts
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Bearings, shafts, shaft couplings, mechanical power transmission equipment, and all
other goods in this class
	 

	 	 	 	Mechanical power transmission equipment, particularly flexible couplings
	 

	 	 	 	Flexible Couplings
	 

	 	 	 	Metalworking machines and tools, etc
	 

	 	 	 	Cutlery, machines and tools, parts thereof Machinery
	 

	 	 	 	Bushings used in mechanical power transmission machinery
	 

	 	 	 	Machine parts, namely drive shafts; will be abandoned
	 

	 	 	 	Electrical control which transforms alternating current to direct current for a D.C.
motor producing controllable variable spee doutput from the motor
	 

	 	 	 	Electromechanical controls, namely, a control which transforms alternating current to
direct current for a DC motor producing controllable variable speed output from the
motor; will be abandoned
	 

	 	 	 	Electrical controller for a filament winding machine used in the textile industry
	 

	 	 	 	Power transmission V-belts
	 

	 	 	 	Sheaves and pulleys
	 

	 	 	 	Machine parts, namely variable pitch pulleys for belt drives; will be abandoned
	 

	 	 	 	Power tranmission belts for machines, couplings for machines, electric motors and parts
thereof for machines, and pulleys being parts of machines
	 

	 	 	 	Computer software to allow programming and control of inverters
	 

	 	 	 	Computer software to allow programming and control of inverters
	 

	 	 	 	Computer software to allow programming and control of inverters
	 

	 	 	 	Computer software to allow programming and control of inverters
	 

	 	 	 	Quality production services rendered in association with electronic and mechanical
industrial power transmission products






 









 






	 	 	 	 	 
	 

	 	 	 	Production of electronic and mechanical industrial power transmissions for others
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Flexible power transmission couplings
	 

	 	 	 	 
	 

	 	 	 	Flexible drive line couplings
	 

	 	 	 	 
	 

	 	 	 	Mechanical power transmisiion machinery
	 

	 	 	 	Couplings including supple couplings for torques, supple couplings for machines,
transmission for shafts opposed by axis and other rotating organs as well as parts and
fittings of these products
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Flexible Couplings and parts and fittings
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Formerly 654849
	 

	 	 	 	Quality production services rendered in association with electronic and mechanical
industrial power transmission products
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	To be abandoned per instructions (12/21/2000) from TB Woods to Barley Snyder,







 











 




Attachment 3.14 — Insurance Summary




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Policy	 	Carrier	 	Policy #	 	Term	 	Premium	 	 	 	 	 	Limits	 	Deductibles/ Retention
	

	 	
	 	
	 	
	 			 	 	

	 	

	 	


	 	


	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	


	 	
	 	
	 	
	 			 	 	



		

	 	





	 	

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	



	 	
	 	
	 	
	 			 	 	
 













		














	 	















 



	 	













	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 		 	
	 		 			 	 	

		

	 	



	 	

	 

	 	
	 	 	 	
	 	 	 	 	 	

























		































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1








 





Attachment 3.15 — Organizational Chart