Exhibit 4.10
FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture (this "Supplemental Indenture"), dated as of
April 24, 2006, is entered into among Altra Industrial Motion, Inc. (the
"Company"), the Guarantors signatory hereto (the "Guarantors"), Inertia
Dynamics, LLC (the "New Guarantor"), and The Bank of New York, 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 February 8, 2006 (the "Indenture"), among the Company,
the Guarantors, the Trustee, The Bank of New York, as Principal Paying Agent,
and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent, that
provides for the issuance by the Company of up to an aggregate principal amount
of (pound)33,000,000 of 11-1/4% Senior Notes due 2013 (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 Guarantor desire to execute and
deliver this Supplemental Indenture to the Indenture for the purpose of allowing
the New Guarantor 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 Guarantor and all
conditions and requirements necessary to make this Supplemental Indenture a
valid and binding agreement of the Company, the Guarantors and the New Guarantor
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 Guarantor and the Trustee mutually covenant and
agree for the equal and ratable benefit of the holders of the Notes as follows:
ARTICLE VII
AMENDMENTS TO INDENTURE
Section 7.01. AGREEMENT TO GUARANTEE. The New Guarantor hereby fully,
jointly and severally, unconditionally and irrevocably guarantees with each of
the Guarantors, to each of the Holders and the Trustee 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 and the Trustee hereunder or thereunder shall be promptly paid in full
or performed, all in accordance with the terms of the Indenture; 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 7.02. GUARANTOR BOUND BY TERMS OF INDENTURE. In accordance with
Section 4.15 (Additional Subsidiary Guarantees) of the Indenture, the New
Guarantor hereby acknowledges and agrees that it is subject to the provisions of
the Indenture as a Guarantor.
ARTICLE VIII
EFFECTIVENESS
Section 8.01. EFFECTIVENESS. This Supplemental Indenture shall become
effective and binding on the Company, the Guarantors, the New Guarantor, the
Trustee and the Holders upon execution and delivery of this Supplemental
Indenture by the parties hereto.
ARTICLE IX
MISCELLANEOUS
Section 9.01. 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 9.02. 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 9.03. 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 9.04. 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 9.05. 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 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 Guarantor.
Section 9.06. 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 9.07. SUCCESSORS. All covenants and agreements in this
Supplemental Indenture by the Company, the Guarantors, the New Guarantor or the
Trustee shall bind their respective successors and assigns, whether so expressed
or not.
Section 9.08. 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.
INERTIA DYNAMICS, LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇
Title: Manager
ALTRA INDUSTRIAL MOTION, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Executive Officer
THE BANK OF NEW YORK, as Trustee
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
AMERICAN ENTERPRISES MPT CORP.
AMERICAN ENTERPRISES MPT HOLDINGS, LLC
AMERIDRIVES INTERNATIONAL, LLC
BOSTON GEAR LLC
FORMSPRAG 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Executive Officer