EX-10.14



 Exhibit 10.14 
 EXECUTION VERSION 
 [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. ASTERISKS DENOTE SUCH OMISSIONS. 
 PATENT SECURITY AGREEMENT 
 This PATENT SECURITY AGREEMENT (this
“Agreement”), dated as of November 20, 2012, is made by Ameridrives International, LLC, Inertia Dynamics, LLC, Kilian Manufacturing Corporation, TB Wood’s Incorporated, Warner Electric LLC 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 PATENT 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 “Patent Collateral”): 
 2.1.
all of its Patents, including those referred to on Schedule I hereto; 
 2.2. all reissues, divisions, continuations,
continuations-in-part, renewals, extensions and reexaminations of the foregoing; and 
 2.3. all Proceeds of the foregoing,
including, without limitation, any claim by such Grantor against third parties for past, present or future infringement or dilution of any Patent. 
 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 Patent 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] 

  
 -2-









 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:
	
	 AMERIDRIVES INTERNATIONAL, LLC
 INERTIA DYNAMICS, LLC
 KILIAN MANUFACTURING CORPORATION

TB WOOD’S INCORPORATED
 WARNER ELECTRIC
LLC
 WARNER ELECTRIC TECHNOLOGY LLC

		
	By:	 	 /s/ Glenn Deegan

	Name:	 	Glenn Deegan
	Title:	 	Secretary


  
 [SIGNATURE
PAGE TO PATENT 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 PATENT SECURITY AGREEMENT] 








 SCHEDULE I 
 to 
 PATENT SECURITY AGREEMENT 

PATENT REGISTRATIONS 
  

											
	Grantor	 	Patent Name	 	Patent Number	 	 	Issue Date	 
	Ameridrives International, LLC	 	Driveshaft With Sealed Slip Joint Seal	 	 	5,655,968	  	 	 	8/12/1997	  
	Inertia Dynamics, LLC	 	Power-Off Brake With Manual Release	 	 	5,915,507	  	 	 	6/29/1999	  
	Inertia Dynamics, LLC	 	Clutch System and Method	 	 	6,488,133	  	 	 	12/3/2002	  
	Inertia Dynamics, LLC	 	Electromagnetic Disk Brake With Rubber Friction Disk Braking Surface	 	 	6,161,659	  	 	 	12/19/2000	  
	Kilian Manufacturing Corporation	 	Bearing Assembly for a Steering Assembly	 	 	7,637,667	  	 	 	12/29/2009	  
	TB Wood’s Incorporated	 	Flexible Coupling with End Stress Relief Structure	 	 	5,611,732	  	 	 	6/16/1998	  
	TB Wood’s Incorporated	 	Flexible Coupling Device	 	 	7,390,265	  	 	 	3/18/1997	  
	Warner Electric LLC	 	Electromechanical screw drive actuator	 	 	6,927,513	  	 	 	8/9/2005	  
	Warner Electric Technology LLC	 	Clutch with spacer for supporting a bearing	 	 	5,285,882	  	 	 	2/15/1994	  
	Warner Electric Technology LLC	 	Rotor for electromagnetic coupling	 	 	5,305,865	  	 	 	4/26/1994	  
	Warner Electric Technology LLC	 	Sprag retainer with rotational restraint	 	 	5,337,869	  	 	 	8/16/1994	  
	Warner Electric Technology LLC	 	Electromagnetic coupling armature assembly adaptable to various types of hubs	 	 	5,370,209	  	 	 	12/6/1994	  
	Warner Electric Technology LLC	 	Sound-damping armature assembly for an electromagnetic coupling	 	 	5,372,228	  	 	 	12/13/1994	  
				
	Warner Electric Technology LLC	 	High strength electromagnetic coupling disc	 	 	5,445,259	  	 	 	8/29/1995	  
	Warner Electric Technology LLC	 	Clutch/brake assembly	 	 	5,549,186	  	 	 	8/27/1996	  
	Warner Electric Technology LLC	 	Method of manufacturing a component for an electromagnetic friction clutch assembly	 	 	5,708,955	  	 	 	1/13/1998	  
	Warner Electric Technology LLC	 	Formlock shoes with flats	 	 	5,865,284	  	 	 	2/2/1999	  
	Warner Electric Technology LLC	 	Anti-slip insert for a backstopping clutch	 	 	6,257,388	  	 	 	7/10/2001	  
	Warner Electric Technology LLC	 	Armature for a Selectively Engageable and Disengageable Coupling	 	 	6,364,084	  	 	 	4/2/2002	  
				
	Warner Electric Technology LLC	 	Armature for a Selectively Engageable and Disengageable Coupling	 	 	6,557,236	  	 	 	5/6/2003	  
				
	Warner Electric Technology LLC	 	Drive assembly with lightweight backstopping clutch	 	 	7,261,196	  	 	 	8/28/2007	  









													
	Warner Electric Technology LLC	 	Balanced flow cooling water jacket	 	 	7,374,027	  	 	 	5/20/2008	  	 	
	Warner Electric Technology LLC	 	Automatically releaseable bidirectional overrunning clutch	 	 	7,389,863	  	 	 	6/24/2008	  	 	
	Warner Electric Technology LLC	 	Rotational coupling device	 	 	7,493,996	  	 	 	2/24/2009	  	 	
	Warner Electric Technology LLC	 	Rotational coupling device	 	 	7,527,134	  	 	 	5/5/2009	  	 	
	Warner Electric Technology LLC	 	Dual actuator friction brake assembly	 	 	7,556,128	  	 	 	7/7/2009	  	 	
	Warner Electric Technology LLC	 	Liquid cooled brake assembly	 	 	7,591,349	  	 	 	9/22/2009	  	 	
	Warner Electric Technology LLC	 	Rotational coupling device with sealed key	 	 	7,721,864	  	 	 	5/25/2010	  	 	
	Warner Electric Technology LLC	 	Rotational coupling device	 	 	7,732,959	  	 	 	6/8/2010	  	 	
	Warner Electric Technology LLC	 	Balanced flow cooling water jacket	 	 	7,766,134	  	 	 	8/3/2010	  	 	
	Warner Electric Technology LLC	 	Dual actuator friction brake assembly	 	 	7,900,752	  	 	 	3/8/2011	  	 	
	Warner Electric Technology LLC	 	Rotational coupling device	 	 	7,975,818	  	 	 	7/12/2011	  	 	
	Warner Electric Technology LLC	 	Torque arm assembly for a backstopping clutch	 	 	7,987,960	  	 	 	8/2/2011	  	 	
	Warner Electric Technology LLC	 	Safety control for releasable backstopping clutch	 	 	8,038,575	  	 	 	10/18/2011	  	 	
	Warner Electric Technology LLC	 	Rotational coupling device with wear compensation structure	 	 	8,123,012	  	 	 	2/28/2012	  	 	

 PATENT APPLICATIONS 

 

							
	Grantor	  	Patent Name	  	Application No.	  	Filing Date
	Inertia Dynamics, LLC	  	Wrap Spring Clutch Coupling With Quick Release Feature	  	12/868,007	  	8/25/2010
	Inertia Dynamics, LLC	  	Wrap Spring Clutch Coupling With Forced Spring Clearance Disengagement	  	12/968,972	  	12/15/2010
	Warner Electric Technology LLC	  	Liquid Cooled Brake With Support Columns	  	11/670,698	  	2/2/2007
	Warner Electric Technology LLC	  	Rotational Coupling Device With Improved Drive Key Retention Structure	  	12/048,638	  	3/14/2008
	Warner Electric Technology LLC	  	***	  	***	  	***
	Warner Electric Technology LLC	  	Rotational Coupling Device With Wear Compensation Structure	  	13/348,994	  	1/12/2012
	Warner Electric Technology LLC	  	***	  	***	  	***
	Warner Electric Technology LLC	  	***	  	***	  	***
	Warner Electric Technology LLC	  	***	  	***	  	***
	Warner Electric Technology LLC	  	***	  	***	  	***
	Warner Electric Technology LLC	  	***	  	***	  	***
	Warner Electric Technology LLC	  	***	  	***	  	***