EXHIBIT 4.18
FIRST AMENDMENT
TO THE
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
This First Amendment to the Amended and Restated Registration Rights
Agreement (this "Amendment"), dated as of , 2006, is entered into by
and among Altra Holdings, Inc., a Delaware corporation (the "Company"), and each
of the parties named on Schedule A hereto (each a "Holder" and collectively, the
"Holders") in order to amend and modify that certain Amended and Restated
Registration Rights Agreement, dated as of January 6, 2005 (the "Agreement").
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Agreement.
RECITALS:
WHEREAS, the Company and the Holders desire to amend the Agreement;
and
WHEREAS, Section 10(b) of the Agreement provides that the Agreement
may be amended by the written consent of the Company and Holders owning at
least 66-2/3% of the Company's Registrable Securities, subject to certain
exceptions.
NOW, THEREFORE, the parties to this Amendment, intending to be
legally bound hereby, agree as follows:
Section 1. Definitions. The definition of "Qualified Public Offering" in
Section 1 of the Agreement shall be deleted in its entirety and replaced with
the following:
""QUALIFIED PUBLIC OFFERING" means any underwritten initial Public
Offering."
Section 2. Effectiveness. This Amendment shall become effective as of the
date first above written. Except as otherwise provided in this Amendment, all
terms and conditions of the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
ALTRA HOLDINGS, INC.
By:
_____________________________________
Name:
Title:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
GENSTAR CAPITAL PARTNERS III, L.P.
By: Genstar Capital III, L.P.
Its: General Partner
By: Genstar III GP LLC
Its: General Partner
By:
______________________________
Name:
Title:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
STARGEN III, L.P.
By: Genstar Capital III, L.P.
Its: General Partner
By: Genstar III GP LLC
Its: General Partner
By:
______________________________
Name:
Title:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
By:
_________________________________
Name:
Title:
By:
_________________________________
Name:
Title:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
___________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Address:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
___________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Address:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
___________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Address:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
___________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Address:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
___________________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇
Address:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
___________________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇
Address:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
___________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Address:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
___________________________________________
▇▇▇▇ ▇▇▇▇▇▇
Address:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
___________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Address:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
___________________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
___________________________________________
▇▇▇ ▇▇▇▇
Address:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
___________________________________________
▇▇▇▇▇▇ ▇▇▇▇
Address:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
___________________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Address:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
___________________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Address:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
___________________________________________
▇▇▇▇▇ ▇. Wall
Address:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
___________________________________________
▇▇▇▇▇ ▇▇▇▇▇▇
Address:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
___________________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇
Address:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
___________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Address:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the parties as of the date first set forth above.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ MKC WORLDWIDE
By:
____________________________________
Name:
Title:
Address:
SIGNATURE PAGE TO FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
SCHEDULE A
LIST OF STOCKHOLDERS
Genstar Capital Partners III, ▇.▇.
▇▇▇▇▇▇▇ III, ▇.▇.
▇▇▇▇▇▇ de depot et placement du Quebec
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