EX-10.15



 Exhibit 10.15 
 EXECUTIVE VERSION 
 TRADEMARK SECURITY AGREEMENT 

This TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of November 20, 2012, is made by Altra Industrial
Motion, Inc., Ameridrives International, LLC, Boston Gear LLC, Formsprag LLC, Inertia Dynamics, LLC, Kilian Manufacturing Corporation, Nuttall Gear L L C, TB Wood’s Incorporated, and Warner Electric Technology LLC (each a
“Grantor” and, collectively, the “Grantors”), in favor of JPMorgan Chase Bank, N.A., as administrative agent for the Secured Parties defined in the Credit Agreement referred to below (in such capacity, the
“Administrative Agent”). 
 W I T N E S S E T
H: 
 WHEREAS, pursuant to that certain Credit Agreement dated as of November 20, 2012 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Altra Holdings, Inc. and certain of its subsidiaries party thereto (collectively, the “Borrowers”), the lenders from time to
time party thereto (the “Lenders”) and the Administrative Agent, the Lenders have agreed to extend credit and make certain financial accommodations to the Borrowers; 

WHEREAS, the Lenders are willing to extend credit and make such financial accommodations under the Credit Agreement, but only upon the
condition, among others, that the Borrowers, the Grantors and certain other subsidiaries of the Borrowers shall have executed and delivered to the Administrative Agent for the benefit of the Secured Parties, that certain Pledge and Security
Agreement dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”); and 
 WHEREAS, pursuant to the Credit Agreement and the Security Agreement, each Grantor is required to execute and deliver to the Administrative Agent this 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. 
 2.
GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantor hereby grants to the Administrative Agent a continuing first priority security interest 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”): 
 2.1.
all of its Trademarks, including those referred to on Schedule 1 hereto; 
 2.2. all renewals of the foregoing;

 2.3. all goodwill of the business connected with the use of, and symbolized by, each such Trademark; and 

2.4. all 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 such Trademark or (ii) injury to the goodwill associated with any such Trademark; provided that no security interest shall be granted in any United States “intent to use”
trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such “intent to use” trademark applications under applicable federal
law; provided further that “Trademark Collateral” shall include any Proceeds of any such “intent to use” trademark applications. 







 3. SECURITY AGREEMENT. The security interests granted pursuant to this Agreement are
granted in conjunction with the security interests granted to the Administrative Agent pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative 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. In the event of a conflict
between the provisions of this Agreement and the Security Agreement, the Security Agreement shall control. 
 4. AMENDMENTS
IN WRITING. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by an instrument in writing signed by the Administrative Agent and the Grantors. 

5. GOVERNING LAW. This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in
accordance with, the laws of the State of New York. 
 6. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt by telecopy or other
electronic transmission (including “PDF”) of any executed signature page to this Agreement shall constitute effective delivery of such signature page. 
 [Remainder of this page intentionally left blank] 

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

			
	GRANTORS:
	
	ALTRA INDUSTRIAL MOTION, INC.
		
	By:	 	 /s/ Christian Storch

	Name:	 	Christian Storch
	Title:	 	Vice President and Chief Financial Officer
	
	AMERIDRIVES INTERNATIONAL, LLC
	BOSTON GEAR LLC
	FORMSPRAG LLC
	INERTIA DYNAMICS, LLC
	KILIAN MANUFACTURING CORPORATION
	NUTTALL GEAR L L C
	TB WOOD’S INCORPORATED
	WARNER ELECTRIC TECHNOLOGY LLC
		
	By:	 	 /s/ Glenn Deegan

	Name:	 	Glenn Deegan
	Title:	 	Secretary

 [SIGNATURE PAGE TO TRADEMARK SECURITY AGREEMENT] 








			
	ADMINISTRATIVE AGENT:
	
	 JPMORGAN CHASE BANK, N.A.,
 as Administrative Agent

		
	By:	 	 /s/ Peter M. Killea

	Name:	 	Peter M. Killea
	Title:	 	Sr. Vice President

 [SIGNATURE PAGE TO TRADEMARK SECURITY AGREEMENT] 







 SCHEDULE 1 
 to 
 TRADEMARK SECURITY AGREEMENT 

TRADEMARK REGISTRATIONS 
  

											
	Grantor	  	Mark	  	Registration No.	 	  	Date	 
	Altra Industrial Motion, Inc.	  	ALTRA INDUSTRIAL MOTION	  	 	3,360,155	  	  	 	12/25/2007	  
	Altra Industrial Motion, Inc.	  	A & Design (Altra Logo)	  	 	3,146,781	  	  	 	9/19/2006	  
	Altra Industrial Motion, Inc.	  	STIEBER	  	 	4,018,722	  	  	 	8/30/2011	  
	Altra Industrial Motion, Inc.	  	TORSI-LOCK	  	 	4,061,095	  	  	 	11/22/2011	  
	Ameridrives International, LLC	  	AMERICARDAN	  	 	2,488,262	  	  	 	9/11/2001	  
	Ameridrives International, LLC	  	AMERIDISC & Design	  	 	802,185	  	  	 	1/18/1966	  
	Ameridrives International, LLC	  	AMERIDRIVES	  	 	2,168,489	  	  	 	6/23/1998	  
	Ameridrives International, LLC	  	AMERIDRIVES	  	 	4,022,613	  	  	 	9/6/2011	  
	Ameridrives International, LLC	  	AMERIFLEX	  	 	1,000,720	  	  	 	12/31/1974	  
	Ameridrives International, LLC	  	AMERIGEAR	  	 	2,951,600	  	  	 	5/17/2005	  
	Ameridrives International, LLC	  	AMERILOC	  	 	3,995,157	  	  	 	7/12/2011	  
	Ameridrives International, LLC	  	THE AMERIGEAR FULLY CROWNED TOOTH	  	 	2,980,971	  	  	 	8/2/2005	  
	Boston Gear LLC	  	ACE	  	 	1,771,190	  	  	 	5/18/1993	  
	Boston Gear LLC	  	BEAR-N-BRONZ	  	 	603,829	  	  	 	3/29/1955	  
	Boston Gear LLC	  	BG & Design	  	 	298,486	  	  	 	10/25/1932	  
	Boston Gear LLC	  	BOST-BRONZ	  	 	547,544	  	  	 	9/4/1951	  
	Boston Gear LLC	  	BOST-BRONZ & Design	  	 	612,905	  	  	 	9/27/1955	  
	Boston Gear LLC	  	BOST-FLEX	  	 	1,111,218	  	  	 	1/16/1979	  
	Boston Gear LLC	  	BOSTON	  	 	522,912	  	  	 	3/28/1950	  
	Boston Gear LLC	  	BOSTON & Design	  	 	1,374,572	  	  	 	12/10/1985	  
	Boston Gear LLC	  	BOSTON GEAR	  	 	905,805	  	  	 	1/12/1971	  
	Boston Gear LLC	  	BOSTON GEAR	  	 	905,846	  	  	 	1/12/1971	  
	Boston Gear LLC	  	BOSTONE	  	 	1,131,198	  	  	 	2/26/1980	  
	Boston Gear LLC	  	BOS-TRONG & Design (stylized)	  	 	837,074	  	  	 	10/17/1967	  
	Boston Gear LLC	  	CENTRIC	  	 	1,365,217	  	  	 	10/15/1985	  
	Boston Gear LLC	  	CENTRIGARD	  	 	3,374,068	  	  	 	1/22/2008	  
	Boston Gear LLC	  	DCX	  	 	1,689,927	  	  	 	6/2/1992	  
	Boston Gear LLC	  	DCX PLUS	  	 	1,794,125	  	  	 	9/21/1993	  
	Boston Gear LLC	  	MOTOR MULTIPLIER	  	 	1,131,648	  	  	 	3/11/1980	  
	Boston Gear LLC	  	OPTIMOUNT	  	 	670,192	  	  	 	11/25/1958	  
	Boston Gear LLC	  	POSIVENT	  	 	2,875,347	  	  	 	8/17/2004	  
	Boston Gear LLC	  	RATOIPAX	  	 	985,828	  	  	 	6/11/1974	  
	Boston Gear LLC	  	RATIOTROL	  	 	743,713	  	  	 	1/15/1963	  
	Boston Gear LLC	  	STABILI SEAL	  	 	3,131,135	  	  	 	8/15/2006	  
	Formsprag LLC	  	BC MA	  	 	3,850,875	  	  	 	9/21/2010	  
	Formsprag LLC	  	CEBMAG	  	 	1,352,456	  	  	 	8/6/1985	  
	Formsprag LLC	  	CECON	  	 	2,871,858	  	  	 	8/10/2004	  
	Formsprag LLC	  	MARLAND	  	 	2,667,819	  	  	 	12/31/2002	  
	Inertia Dynamics LLC	  	UNIBRAKE	  	 	809,205	  	  	 	5/31/1966	  
	Kilian Manufacturing Corp.	  	HI TECH WORRY BEADS	  	 	3,747,826	  	  	 	2/9/2010	  
	Kilian Manufacturing Corp.	  	KILIAN	  	 	1,216,354	  	  	 	11/16/1982	  
	Nuttall Gear L L C	  	DELROYD	  	 	3,025,384	  	  	 	12/13/2005	  
	Nuttall Gear L L C	  	NGC & Design	  	 	3,031,121	  	  	 	12/20/2005	  
	Nuttall Gear L L C	  	NUTTALL	  	 	3,031,120	  	  	 	12/20/2005	  
	TB Wood’s Incorporated	  	ALL-PRO	  	 	2,165,737	  	  	 	6/16/1998	  
	TB Wood’s Incorporated	  	DECK & Design	  	 	1,409,209	  	  	 	9/16/1986	  









											
	Grantor	  	Mark	  	Registration No.	 	  	Date	 
	TB Wood’s Incorporated	  	DISC-O-TORQUE	  	 	859,264	  	  	 	10/29/1968	  
	TB Wood’s Incorporated	  	DURA-FLEX	  	 	1,116,828	  	  	 	4/24/1979	  
	TB Wood’s Incorporated	  	FIRST IN COUPLINGS	  	 	1,361,466	  	  	 	9/24/1985	  
	TB Wood’s Incorporated	  	FORM-FLEX	  	 	2,152,362	  	  	 	4/21/1998	  
	TB Wood’s Incorporated	  	G-FLEX	  	 	3,501,631	  	  	 	9/16/2008	  
	TB Wood’s Incorporated	  	POOLE	  	 	2,191,918	  	  	 	9/29/1998	  
	TB Wood’s Incorporated	  	QT POWER CHAIN	  	 	2,723,745	  	  	 	6/10/2003	  
	TB Wood’s Incorporated	  	ROTO-CAM	  	 	859,263	  	  	 	10/29/1968	  
	TB Wood’s Incorporated	  	SURE-FLEX & Design (stylized)	  	 	668,649	  	  	 	10/21/1958	  
	TB Wood’s Incorporated	  	SURE GRIP & Design (stylized)	  	 	645,415	  	  	 	5/14/1957	  
	TB Wood’s Incorporated	  	SURE-GRIP	  	 	646,423	  	  	 	6/4/1957	  
	TB Wood’s Incorporated	  	SURE-GRIP	  	 	1,109,150	  	  	 	12/19/1978	  
	TB Wood’s Incorporated	  	ULTRA-V	  	 	1,001,969	  	  	 	1/21/1975	  
	TB Wood’s Incorporated	  	ULTRA-V	  	 	1,001,970	  	  	 	1/21/1975	  
	TB Wood’s Incorporated	  	W TB WOOD’S & Design	  	 	2,059,245	  	  	 	5/6/1997	  
	Warner Electric Technology LLC	  	A-TRACK	  	 	3,263,081	  	  	 	7/10/2007	  
	Warner Electric Technology LLC	  	AQUAMAKKS	  	 	3,490,449	  	  	 	8/19/2008	  
	Warner Electric Technology LLC	  	AUTOGAP	  	 	681,746	  	  	 	7/14/1959	  
	Warner Electric Technology LLC	  	B-TRACK	  	 	3,609,446	  	  	 	4/21/2009	  
	Warner Electric Technology LLC	  	ELECTRO-MODULE	  	 	838,675	  	  	 	11/14/1967	  
	Warner Electric Technology LLC	  	ELECTRO-PACK	  	 	741,888	  	  	 	12/11/1962	  
	Warner Electric Technology LLC	  	F & Design	  	 	743,735	  	  	 	1/15/1963	  
	Warner Electric Technology LLC	  	FORMCHROME	  	 	867,512	  	  	 	4/1/1969	  
	Warner Electric Technology LLC	  	FORM-LOCK	  	 	870,852	  	  	 	6/10/1969	  
	Warner Electric Technology LLC	  	FORMSPRAG	  	 	1,216,418	  	  	 	11/16/1982	  
	Warner Electric Technology LLC	  	FORMSPRAG & Design	  	 	444,642	  	  	 	1/15/1952	  
	Warner Electric Technology LLC	  	GFR	  	 	3,494,910	  	  	 	9/2/2008	  
	Warner Electric Technology LLC	  	KOPPER KOOL	  	 	1,258,259	  	  	 	11/22/1983	  
	Warner Electric Technology LLC	  	LLH	  	 	1,759,504	  	  	 	3/23/1993	  
	Warner Electric Technology LLC	  	MAG STOP	  	 	1,851,941	  	  	 	8/30/1994	  
	Warner Electric Technology LLC	  	MESUR-FIL	  	 	990,826	  	  	 	8/13/1974	  
	Warner Electric Technology LLC	  	MISTRAL	  	 	2,168,734	  	  	 	6/30/1998	  
	Warner Electric Technology LLC	  	PCE	  	 	1,136,601	  	  	 	6/3/1980	  
	Warner Electric Technology LLC	  	SHEAVE-GRIP	  	 	3,085,816	  	  	 	4/25/2006	  
	Warner Electric Technology LLC	  	UNIDAMP	  	 	1,795,619	  	  	 	9/28/1993	  
	Warner Electric Technology LLC	  	UNIMODULE	  	 	1,678,062	  	  	 	3/3/1992	  
	Warner Electric Technology LLC	  	WARNER & Design (stylized)	  	 	527,445	  	  	 	7/11/1950	  
	Warner Electric Technology LLC	  	WARNER ELECTRIC	  	 	726,202	  	  	 	1/9/1962	  
	Warner Electric Technology LLC	  	WARNER ELECTRIC	  	 	1,026,080	  	  	 	12/2/1975	  
	Warner Electric Technology LLC	  	WARNER ELECTRIC	  	 	3,287,916	  	  	 	9/4/2007	  
	Warner Electric Technology LLC	  	WARNER LINEAR	  	 	3,413,352	  	  	 	4/15/2008	  
	Warner Electric Technology LLC	  	WICHITA	  	 	1,565,483	  	  	 	11/14/1989	  
	Warner Electric Technology LLC	  	WICHITA CLUTCH	  	 	3,039,567	  	  	 	1/10/2006	  

 TRADEMARK APPLICATIONS 
 None.