Exhibit 4.1
FIFTH SUPPLEMENTAL INDENTURE
This Fifth Supplemental Indenture (this "Supplemental Indenture"),
dated as of April 5, 2007, is entered into among Altra Industrial Motion, Inc.,
(the "Company"), the Guarantors signatory hereto (the "Guarantors"), ▇▇ ▇▇▇▇'▇
Incorporated ("▇▇ ▇▇▇▇'▇"), Plant Engineering Consultants, LLC ("PEC"), ▇▇
▇▇▇▇'▇ Corporation ("▇▇ ▇▇▇▇'▇ Corp.") and ▇▇ ▇▇▇▇'▇ Enterprises, Inc. ("▇▇
▇▇▇▇'▇ Enterprises" and together with ▇▇ ▇▇▇▇'▇, PEC and ▇▇ ▇▇▇▇'▇ Corp., the
"New Guarantors") and The Bank of New York Trust Company, N.A., as trustee under
the Indenture referred to below (the "Trustee"). Capitalized terms used herein
but not defined shall have the meanings ascribed to them in the Indenture (as
defined below).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of November 30, 2004 (as amended by the First
Supplemental Indenture, dated as of February 8, 2006, the Second Supplemental
Indenture, dated as of February 8, 2006 and the Third Supplemental Indenture,
dated as of April 24, 2006, the "Indenture"), among the Company, the Guarantors
and the Trustee, that provides for the issuance by the Company of up to an
aggregate principal amount of $165,000,000 of 9% Senior Secured Notes due 2011
(the "Notes");
WHEREAS, Section 9.01 of the Indenture provides, among other things,
that the Company, the Guarantors and the Trustee may amend or supplement the
Indenture and the Notes without the consent of the Holders to allow any
Subsidiary or any other Person to guarantee the Notes;
WHEREAS, the Company, the Guarantors and the New Guarantors desire
to execute and deliver this Supplemental Indenture to the Indenture for the
purpose of allowing the New Guarantors to guarantee the Notes;
WHEREAS, the execution and delivery of this Supplemental Indenture
has been duly authorized by the Company, the Guarantors and the New Guarantors
and all conditions and requirements necessary to make this Supplemental
Indenture a valid and binding agreement of the Company, the Guarantors and the
New Guarantors have been duly performed and complied with; and
WHEREAS, pursuant to Sections 9.01 and 9.06 of the Indenture, the
Trustee is authorized to execute this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Company, the Guarantors, the New Guarantors and the Trustee mutually covenant
and agree for the equal and ratable benefit of the holders of the Notes as
follows:
ARTICLE I
AMENDMENTS TO INDENTURE
Section 1.01. AGREEMENT TO GUARANTEE. Each of the New Guarantors
hereby fully, jointly and severally, unconditionally and irrevocably guarantees
with each of the Guarantors, to each of the Holders, the Trustee and the
Collateral Agent and their respective
successors and assigns that (i) the principal of, premium, if any, and interest,
and Additional Interest, if any, on the Notes shall be promptly paid in full
when due, subject to any applicable grace period, whether upon redemption
pursuant to the terms of the Notes, by acceleration or otherwise, and interest
on the overdue principal, if any, and interest on any interest, if any, to the
extent lawful, of the Notes and all other Obligations of the Company to the
Holders, the Trustee and the Collateral Agent hereunder, thereunder or under any
Collateral Agreement shall be promptly paid in full or performed, all in
accordance with the terms of the Indenture or thereof; and (ii) in case of any
extension of time of payment or renewal of any of the Notes or of any such other
obligations, the same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, subject to any applicable
grace period, whether at stated maturity, by acceleration or otherwise, subject,
however, in the case of clauses (i) and (ii) above, to the limitations set forth
in Section 10.03 (Limitation of Guarantor's Liability) of the Indenture.
Section 1.02. GUARANTOR BOUND BY TERMS OF INDENTURE. In accordance
with Section 4.15 (Additional Subsidiary Guarantees) of the Indenture, each of
the New Guarantors hereby acknowledges and agrees that it is subject to the
provisions of the Indenture as a Guarantor.
ARTICLE II
EFFECTIVENESS
Section 2.01. EFFECTIVENESS. This Supplemental Indenture shall
become effective and binding on the Company, the Guarantors, the New Guarantors,
the Trustee and the Holders upon execution and delivery of this Supplemental
Indenture by the parties hereto.
ARTICLE III
MISCELLANEOUS
Section 3.01. INDENTURE RATIFIED. Except as otherwise provided
herein, the Indenture is in all respects ratified and confirmed, and all of the
terms, provisions and conditions thereof shall be and remain in full force and
effect.
Section 3.02. CONSTRUCTION OF SUPPLEMENTAL INDENTURE. This
Supplemental Indenture is executed as and shall constitute an indenture
supplemental to the Indenture and shall be construed in connection with and as
part of the Indenture.
Section 3.03. TRUST INDENTURE ACT CONTROLS. If any provision of this
Supplemental Indenture limits, qualifies or conflicts with any other provision
of this Supplemental Indenture or the Indenture that is required to be included
by the Trust Indenture Act of 1939, as amended, as in force at the date this
Supplemental Indenture is executed, the provision required by said Act shall
control.
Section 3.04. COUNTERPARTS. This Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.
Section 3.05. TRUSTEE NOT RESPONSIBLE. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental
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Indenture or for or in respect of the recitals contained herein, all of which
are made solely by the Company, the Guarantors and the New Guarantors.
Section 3.06. GOVERNING LAW. This Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New York
but without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction would be
required thereby.
Section 3.07. SUCCESSORS. All covenants and agreements in this
Supplemental Indenture by the Company, the Guarantors, the New Guarantors or the
Trustee shall bind their respective successors and assigns, whether so expressed
or not.
Section 3.08. SEVERABILITY. In case any provisions in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.
▇▇ ▇▇▇▇'▇ INCORPORATED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: President and Chief Executive Officer
PLANT ENGINEERING CONSULTANTS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: President
▇▇ ▇▇▇▇'▇ CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
Title: President and Chief Executive Officer
▇▇ ▇▇▇▇'▇ ENTERPRISES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Treasurer
SIGNATURE PAGE TO FIFTH SUPPLEMENTAL INDENTURE
ALTRA INDUSTRIAL MOTION, INC.
By: /s/ ▇▇▇▇▇ ▇. Wall
--------------------------------------
Name: ▇▇▇▇▇ ▇. Wall
Title: Chief Financial Officer
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
AMERICAN ENTERPRISES MPT CORP.
AMERICAN ENTERPRISES MPT HOLDINGS, LLC
AMERIDRIVES INTERNATIONAL, LLC
BOSTON GEAR LLC
FORMSPRAG LLC
INERTIA DYNAMICS, LLC
THE ▇▇▇▇▇▇ COMPANY
▇▇▇▇▇▇ MANUFACTURING CORPORATION
▇▇▇▇▇▇▇ GEAR L L C
WARNER ELECTRIC INTERNATIONAL HOLDING, INC.
WARNER ELECTRIC LLC
WARNER ELECTRIC TECHNOLOGY LLC,
as Guarantors
By: /s/ ▇▇▇▇▇ ▇. Wall
--------------------------------
Name: ▇▇▇▇▇ ▇. Wall
Title: Chief Financial Officer
SIGNATURE PAGE TO FIFTH SUPPLEMENTAL INDENTURE