Exhibit 10.25


 


TRADEMARK SECURITY AGREEMENT


 


This
TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is
made this 30th day of November, 2004, among Grantors listed on the signature pages hereof
(collectively, jointly and severally, “Grantors” and each individually “Grantor’),
and THE BANK OF NEW YORK TRUST COMPANY, N.A., in its capacity as Collateral
Agent for the Holders, Trustee and Collateral Agent (together with its
successors and assigns in such capacity, “Collateral Agent”).


 


WITNESSETH:


 


WHEREAS,
pursuant to that certain Indenture dated as of November 30, 2004 (as
amended, restated, amended and restated, supplemented or otherwise modified
from time to time, including all exhibits and schedules thereto, the “Indenture”)
among Altra Industrial Motion Inc. (the “Company”), each of the Guarantors
named therein (“Guarantors”), The Bank of New York Trust Company, N.A.,
as Trustee (in such capacity, the “Trustee”) [and Collateral Agent],
Company has issued to the Holders its 9% Senior Secured Notes Due 2011, and may
issue from time to time additional notes in connection with the provisions of
the Indenture (as the same may be amended and restated, supplemented or
otherwise modified from time to time. collectively, the “Notes”);


 


WHEREAS,
it is a condition precedent to the purchase by the Holders of the Notes that
Grantors shall have executed and delivered to Collateral Agent, for the benefit
of the Holders, Trustee and Collateral Agent, that certain Security Agreement
dated as of November 30, 2004 (including all annexes, exhibits or
schedules thereto, as from time to time amended, restated, amended and
restated, supplemented or otherwise modified, the “Security Agreement”);
and


 


WHEREAS,
pursuant to the Security Agreement, Grantors are required to execute and
deliver to Collateral Agent, for the benefit of the Holders, Trustee and
Collateral Agent, this Trademark Security Agreement.


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Grantor hereby agrees as
follows:


 


1.                                       DEFINED
TERMS.  All capitalized terms used
but not otherwise defined herein have the meanings given to them in the Security
Agreement and/or the Indenture.


 


2.                                       GRANT
OF SECURITY INTEREST IN TRADEMARK COLLATERAL.  Each Grantor hereby grants to Collateral Agent,
for the benefit of the Holders, Trustee and Collateral Agent, a continuing
first priority security interest (subject to Permitted Liens) in all of such
Grantor’s right, title and interest in, to and under the following, whether
presently existing or hereafter created or acquired (collectively, the “Trademark
Collateral”):


 


(a)                                  all
of its Trademarks and rights in and to Trademark Intellectual Property Licenses
to which it is a party including those referred to on Schedule I hereto;


 


(b)                                 all
extensions, modifications and renewals of the foregoing;


 


(c)                                  all
goodwill of the business connected with the use of, and symbolized by, each Trademark; and


 


(d)                                 all
products and proceeds of the foregoing, including, without limitation, any
claim by such Grantor against third parties for past, present or future (i) infringement
or dilution of any Trademark, or (ii) injury to the
goodwill associated with any Trademark.


 





















 


3.                                       SECURITY
AGREEMENT. The security interests granted pursuant to this Trademark
Security Agreement are granted in conjunction with the security interests
granted to Collateral Agent, for the benefit of the Holders, Trustee and Collateral
Agent, pursuant to the Security Agreement. Each Grantor hereby acknowledges and
affirms that the rights and remedies of Collateral Agent with respect to the
security interest in the Trademark Collateral made and granted hereby are more
fully set forth in the Security Agreement, the terms and provisions of which
are incorporated by reference herein as if fully set forth herein.


 


4.                                       AUTHORIZATION
TO SUPPLEMENT. Grantors hereby authorize Collateral Agent unilaterally to
modify this Agreement by amending Schedule I to include an
trademarks, registrations, or applications therefor (including, without
limitation, extensions or renewals) which become part of the Trademark
Collateral under the Security Agreement. Notwithstanding the foregoing, no
failure to so modify this Trademark Security Agreement or amend Schedule I
shall in any way affect, invalidate or detract from Collateral Agents
continuing security interest in all Collateral, whether or not listed on Schedule I.


 


5.                                       COUNTERPARTS.
This Trademark Security Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such separate
counterparts shall together constitute but one and the same instrument.  Any signatures delivered by a party by
facsimile transmission or by e-mail transmission shall be deemed an original
signature hereto.


 


[signature pages follow]


 





















 


IN
WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to
be executed and delivered by its duly authorized officer as of the date first
set forth above.


 


 


	
  GRANTORS:

  	
  KILIAN MANUFACTURING

  CORPORATION,

  	
   

  
	
   

  	
  a Delaware corporation, as a Grantor,

  	
   

  
	
   

  	
  WARNER ELECTRIC TECHNOLOGY

  LLC,

  	
   

  
	
   

  	
  a Delaware limited liability company, as a

  Grantor,

  	
   

  
	
   

  	
  FORMSPRAG LLC,

  	
   

  
	
   

  	
  a Delaware limited liability company, as a

  Grantor,

  	
   

  
	
   

  	
  BOSTON GEAR LLC,

  	
   

  
	
   

  	
  a Delaware limited liability company, as a

  Grantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael L. Hurt

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Michael L. Hurt

  	
   

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERIDRIVES INTERNATIONAL, L.P.,

  	
   

  
	
   

  	
  a Delaware limited partnership, as a Grantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: American Enterprises MPT Corp., its general

  partner

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael L. Hurt

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Michael L. Hurt

  	
   

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  	
   

  
						



 





















 


	
  COLLATERAL AGENT:

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A.,

  
	
   

  	
  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sandeé Parks

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Sandeé Parks

  	
   

  
	
   

  	
  Title:

  	
  Vice President