10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 27, 2009

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-33209

ALTRA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	61-1478870 (I.R.S. Employer Identification No.)
300 Granite Street, Suite 201, Braintree, MA (Address of principal executive offices)	02184 (Zip code)

(781) 917-0600
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filer o Accelerated filer þ Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of August 1, 2009, 26,651,572 shares of Common Stock, $.001 par value per share, were outstanding.

TABLE OF CONTENTS

	Page #
PART I—FINANCIAL INFORMATION		2
Item 1. Unaudited Condensed Consolidated Financial Statements		2
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3. Quantitative and Qualitative Disclosures about Market Risk		29
Item 4. Controls and Procedures		29
PART II—OTHER INFORMATION
Item 1. Legal Proceedings		30
Item 1A. Risk Factors		30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		30
Item 3. Defaults Upon Senior Securities		30
Item 4. Submission of Matters to a Vote of Security Holders		30
Item 5. Other Information		30
Item 6. Exhibits		31
SIGNATURES		32
Exhibit 10.1
Exhibit 10.35
Exhibit 10.8
EX-31.1 Section 302 Certification of Chief Executive Officer
EX-31.2 Section 302 Certification of Chief Financial Officer
EX-32.1 Section 906 Certification of Chief Executive Officer
EX-32.2 Section 906 Certification of Chief Financial Officer

ALTRA HOLDINGS, INC.
Condensed Consolidated Balance Sheets
Amounts in thousands, except share amounts
(unaudited)

	June 27, 2009			December 31, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	63,644		$	52,073
Trade receivable, less allowance for doubtful accounts of $1,486 and $1,277 at June 27, 2009 and December 31, 2008, respectively		62,267			68,803
Inventories		79,387			98,410
Deferred income taxes		7,704			8,032
Assets held for sale (See Note 8)		—			4,676
Prepaid expenses and other current assets		8,212			6,514
Total current assets		221,214			238,508
Property, plant and equipment, net		109,897			110,220
Intangible assets, net		77,905			79,339
Goodwill		78,518			77,497
Deferred income taxes		463			495
Other non-current assets, net		6,771			7,525
Total assets	$	494,768		$	513,584
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	24,466		$	33,890
Accrued payroll		12,842			16,775
Accruals and other current liabilities		19,369			18,755
Deferred income taxes		6,906			6,906
Current portion of long-term debt		1,053			3,391
Total current liabilities		64,636			79,717
Long-term debt — less current portion and net of unaccreted discount, net		246,308			258,132
Deferred income taxes		22,945			23,336
Pension liablities		11,546			11,854
Other post retirement benefits		322			2,270
Long-term taxes payable		8,283			7,976
Other long-term liabilities		2,369			1,434
Commitments and contingencies (See Note 16)		—			—
Stockholders’ equity:
Common stock ($0.001 par value, 90,000,000 shares authorized, 25,932,321 and 25,582,543 issued and outstanding at June 27, 2009 and December 31, 2008, respectively)		26			26
Additional paid-in capital		131,191			129,604
Retained earnings		22,977			23,325
Accumulated other comprehensive income		(15,835	)		(24,090	)
Total stockholders’ equity		138,359			128,865
Total liabilities and stockholders’ equity	$	494,768		$	513,584

The accompanying notes are an integral part of these unaudited consolidated financial statements.

1

ALTRA HOLDINGS, INC.
Condensed Consolidated Statements of Income (Loss)
Amounts in thousands, except per share data
(Unaudited)

	Quarter Ended						Year to Date Ended
	June 27,			June 28,			June 27,			June 28,
	2009			2008			2009			2008
Net sales	$	111,877		$	167,893		$	236,417		$	331,075
Cost of sales		82,419			117,506			174,756			232,890
Gross profit		29,458			50,387			61,661			98,185
Operating expenses:
Selling, general and administrative expenses		19,938			26,448			41,681			51,161
Research and development expenses		1,494			1,766			3,061			3,497
Other post employment benefit plan settlement gain		—			(169	)		(1,467	)		(169	)
Restructuring costs		2,482			335			4,354			1,068
		23,914			28,380			47,629			55,557
Income from operations		5,544			22,007			14,032			42,628
Other non-operarting income and expense:
Interest expense, net		6,240			7,713			12,589			15,154
Other non-operating (income) expense, net		1,781			(853	)		1,619			(1,479	)
		8,021			6,860			14,208			13,675
Income (loss) from continuing operations before income taxes		(2,477	)		15,147			(176	)		28,953
Provision (benefit) for income taxes		(711	)		5,278			172			10,127
Net income (loss) from continuing operations		(1,766	)		9,869			(348	)		18,826
Net loss from discontinued operations, net of income taxes of $124		—			—			—			(397	)
Net income (loss)	$	(1,766	)	$	9,869		$	(348	)	$	18,429
Consolidated Statement of Comprehensive Income
Foreign currency translation adjustment		10,798			(674	)		8,255			2,302
Comprehensive income	$	9,032		$	9,195		$	7,907		$	20,731
Weighted average shares, basic		25,931			25,476			25,911			25,474
Weighted average shares, diluted		25,931			26,121			25,911			26,120
Basic earnings per share:
Net income (loss) from continuing operations	$	(0.07	)	$	0.39		$	(0.01	)	$	0.74
Net loss from discontinued operations		—			—			—			(0.02	)
Net income (loss)	$	(0.07	)	$	0.39		$	(0.01	)	$	0.72
Diluted earnings per share:
Net income (loss) from continuing operations	$	(0.07	)	$	0.38		$	(0.01	)	$	0.72
Net loss from discontinued operations		—			—			—			(0.01	)
Net income (loss) from continuing operations	$	(0.07	)	$	0.38		$	(0.01	)	$	0.71

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2

ALTRA HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
Amounts in thousands
(Unaudited)

	Year to date ended
	June 27, 2009			June 28, 2008
Cash flows from operating activities
Net income (loss)	$	(348	)	$	18,429
Adjustments to reconcile net income (loss) to net cash flows:
Depreciation		8,190			8,051
Amortization of intangible assets		2,732			2,884
Amortization and write-offs of deferred financing costs		957			1,344
Loss (gain) on foreign currency, net		1,379			(671	)
Accretion of debt discount, net		372			359
Loss on sale of Electronics Division		—			397
Fixed asset impairment		1,395			—
Loss on sale of fixed assets		—			137
Other post employment benefit plan settlement gain		(1,467	)		(169	)
Stock based compensation		1,587			1,022
Changes in assets and liabilities:
Trade receivables		8,634			(18,077	)
Inventories		20,446			(2,522	)
Accounts payable and accrued liabilities		(15,384	)		(2,547	)
Other current assets and liabilities		(769	)		(2,077	)
Other operating assets and liabilities		83			57
Net cash provided by operating activities		27,807			6,617
Cash flows from investing activities
Purchase of property, plant and equipment		(3,783	)		(7,641	)
Proceeds from sale of Electronics Division		—			17,210
Net cash provided by (used in) investing activities		(3,783	)		9,569
Cash flows from financing activities
Payments on Senior Notes		(4,950	)		(1,346	)
Payments on Senior Secured Notes		(8,250	)		(15,000	)
Payments on Revolving Credit Agreement		(1,000	)		(1,723	)
Payment on mortgages		(171	)		(188	)
Payment on capital leases		(381	)		(574	)
Net cash used in financing activities		(14,752	)		(18,831	)
Effect of exchange rate changes on cash and cash equivalents		2,299			70
Net change in cash and cash equivalents		11,571			(2,575	)
Cash and cash equivalents at beginning of year		52,073			45,807
Cash and cash equivalents at end of period	$	63,644		$	43,232
Cash paid during the period for:
Interest	$	12,047		$	14,210
Income taxes	$	1,014		$	10,300

The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

ALTRA HOLDINGS, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted

1. Organization and Nature of Operations

Headquartered in Braintree, Massachusetts, Altra Holdings, Inc. (“the Company”), through its wholly-owned subsidiary Altra Industrial Motion, Inc. (“Altra Industrial”), is a leading multi-national designer, producer and marketer of a wide range of mechanical power transmission products. The Company brings together strong brands covering over 40 product lines with production facilities in eight countries and sales coverage in over 70 countries. The Company’s leading brands include Boston Gear, Warner Electric, TB Wood’s, Formsprag Clutch, Ameridrives Couplings, Industrial Clutch, Kilian Manufacturing, Marland Clutch, Nuttall Gear, Stieber Clutch, Wichita Clutch, Twiflex Limited, Bibby Transmissions, Matrix International, Inertia Dynamics, Huco Dynatork, and Warner Linear.

2. Basis of Presentation

The Company was formed on November 30, 2004 following acquisitions of certain subsidiaries of Colfax Corporation (“Colfax”) and The Kilian Company (“Kilian”). During 2006, the Company acquired Hay Hall Holdings Limited (“Hay Hall”) and Bear Linear (“Warner Linear”). On April 5, 2007, the Company acquired TB Wood’s Corporation (“TB Wood’s”), and on October 5, 2007, the Company acquired substantially all of the assets of All Power Transmission Manufacturing, Inc. (“All Power”). These acquisitions are discussed in detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, which is incorporated herein by reference.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, which include normal recurring adjustments, necessary to present fairly the unaudited condensed consolidated financial statements as of June 27, 2009 and December 31, 2008 and for the quarter and year to date periods ended June 27, 2009 and June 28, 2008.

The Company follows a four, four, five week calendar per quarter with all quarters consisting of thirteen weeks of operations with the fiscal year end always on December 31.

The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2008 contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

The carrying values of financial instruments, including accounts receivable, accounts payable and other accrued liabilities, approximate their fair values due to their short-term maturities. The carrying amount of the 9% Senior Secured Notes was $234.3 million and $242.5 million at June 27, 2009 and December 31, 2008, respectively. The estimated fair value of the 9% Senior Secured Notes at June 27, 2009 and December 31, 2008 was $224.9 million and $232.8 million, respectively based on quoted market prices for such Notes.

3. Net Income (loss) per Share

Basic earnings per share is based on the weighted average number of shares of common stock outstanding, and diluted earnings per share is based on the weighted average number of shares of common stock outstanding and all potentially dilutive common stock equivalents outstanding. Common stock equivalents are included in the per share calculations when the effect of their inclusion would be dilutive.

4

ALTRA HOLDINGS, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted

The following is a reconciliation of basic to diluted net income per share:

	Quarter Ended					Year to Date Ended
	June 27,			June 28,		June 27,			June 28,
	2009			2008		2009			2008
Income (loss) from continuing operations	$	(1,766	)	$	9,869	$	(348	)	$	18,826
Net loss from discontinued operations		—			—		—			(397	)
Net income (loss)	$	(1,766	)	$	9,869	$	(348	)	$	18,429
Shares used in net income (loss) per common share — basic		25,931			25,476		25,911			25,474
Incremental shares of unvested restricted common stock		—			645		—			646
Shares used in net income (loss) per common share — diluted		25,931			26,121		25,911			26,120
Earnings per share — Basic:
Income (loss) from continuing operations	$	(0.07	)	$	0.39	$	(0.01	)	$	0.74
Net loss from discontinued operations		—			—		—		$	(0.02	)
Net income (loss)	$	(0.07	)	$	0.39	$	(0.01	)	$	0.72
Earnings per share — Diluted:
Income (loss) from continuing operations	$	(0.07	)	$	0.38	$	(0.01	)	$	0.72
Net loss from discontinued operations		—			—		—		$	(0.01	)
Net income (loss)	$	(0.07	)	$	0.38	$	(0.01	)	$	0.71

4. Recent Accounting Pronouncements

In April 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments, which requires disclosures about fair value of financial instruments in interim reporting periods as well as in annual financial statements. The effective date for FSP No. FAS 107-1 and APB 28-1 is June 15, 2009 and accordingly the Company has adopted the provisions of this FSP as of June 30, 2009. Although the adoption of FSP FAS 107-1 and APB 28-1 did not materially impact its financial condition, results of operations, or cash flow, the Company is now required to provide additional disclosures, which are included in Note 1.

In May 2009, the FASB issued Statement of Financial Accounting Standards No. 165 (“SFAS No. 165”), Subsequent Events. SFAS No. 165 defines the subsequent events or transactions period, circumstances under which such events or transactions should be recognized, and disclosures regarding subsequent events or transactions. SFAS No. 165 is effective for interim or annual periods ending after June 15, 2009. The Company has adopted the provisions of SFAS No. 165 as of June 30, 2009. Although the adoption of SFAS No. 165 did not materially impact its financial condition, results of operations, or cash flow, the Company is now required to provide additional disclosures, which are included in Note 16.

5. Discontinued Operations

On December 31, 2007, the Company completed the divestiture of the TB Wood’s adjustable speed drives business (“Electronics Division”) to Vacon PLC (“Vacon”) for $29.0 million. The decision to sell the Electronics Division was made to allow the Company to continue its strategic focus on its core electro-mechanical power transmission business.

5

ALTRA HOLDINGS, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted

In connection with the sale of the Electronics Division, the Company entered into a transition services agreement. Pursuant to the transition services agreement, the Company provided services such as sales support, warehousing, accounting and IT services to Vacon. The Company recorded the income received as an offset to the related expense of providing the service. During the quarter and year to date periods ended June 28, 2008, the Company recorded a reduction of $0.1 million and $0.3 million against cost of sales, respectively, and $0.3 million and $0.7 million as an offset to selling, general and administrative expenses, respectively. No transition services have been provided in 2009. The Company leases building space to Vacon. The Company recorded $0.1 million and $0.3 million of lease income in other income in the condensed consolidated statement of income (loss) during the quarter and year to date periods ended June 27, 2009 and June 28, 2008.

Loss from discontinued operations in the year to date period ended June 28, 2008 was comprised of a working capital adjustment, net of taxes.

6. Inventories

Inventories located at certain subsidiaries acquired in connection with the TB Wood’s acquisition are stated at the lower of cost or market, principally using the last-in, first-out (“LIFO”) method. The remaining subsidiaries are stated at the lower of cost or market, using the first-in, first-out (“FIFO”) method. Market is defined as net realizable value. Inventories at June 27, 2009 and December 31, 2008 consisted of the following:

	June 27,		December 31,
	2009		2008
Raw materials		28,331	$	31,925
Work in process		16,174		21,310
Finished goods		34,882		45,175
Inventories	$	79,387	$	98,410

Approximately 12% of total inventories at June 27, 2009 were valued using the LIFO method. The Company recorded a $0.1 million adjustment and $0.8 million adjustment as a component of cost of sales to value the inventory on a LIFO basis for the year to date periods ended June 27, 2009 and June 28, 2008, respectively. The Company recorded a less than $0.1 million adjustment as a component of cost of sales to value the inventory on a LIFO basis in the quarter ended June 27, 2009 and a $0.6 million adjustment in the quarter ended June 28, 2008.

If the LIFO inventory was accounted for using the FIFO method, the inventory balance at June 27, 2009 would be $1.5 million higher.

6

ALTRA HOLDINGS, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted

7. Goodwill and Intangible Assets

Changes to goodwill from December 31, 2008 through June 27, 2009 were as follows:

Balance December 31, 2008		77,497
Impact of changes in foreign currency		1,021
Balance June 27, 2009	$	78,518

Other intangible assets as of June 27, 2009 and December 31, 2008 consisted of the following:

	June 27, 2009				December 31, 2008
			Accumulated					Accumulated
Other intangible assets	Cost		Amortization		Cost			Amortization
Intangible assets not subject to amortization:
Tradenames and trademarks	$	30,730	$	—	$	30,730		$	—
Intangible assets subject to amortization:
Customer relationships		62,038		17,329		62,038			15,065
Product technology and patents		5,435		3,579		5,435			3,111
Impact of changes in foreign currency		610		—		(688	)		—
Total intangible assets	$	98,813	$	20,908	$	97,515		$	18,176

The Company recorded $1.4 million and $1.5 million of amortization expense in the quarters ended June 27, 2009 and June 28, 2008, respectively, and $2.7 million and $2.9 million for the year to date periods ended June 27, 2009 and June 28, 2008, respectively.

The estimated amortization expense for intangible assets is approximately $2.7 million for the remainder of 2009 and $5.5 million in each of the next four years and then $21.9 million thereafter.

8. Assets Held for Sale

During the fourth quarter of 2007, management entered into a plan to exit the building located in Stratford, Canada. The operations of the facility, which was acquired as part of the TB Wood’s acquisition, were integrated into certain of the Company’s other existing facilities in 2008.

In the second quarter of 2009, due to real estate market conditions in Stratford, Canada, the Company has reevaluated the classification of these buildings as assets held for sale and reclassified the buildings, with a net book value of $1.2 million to held and used. As a result of the change in classification, the Company recorded a catch-up depreciation adjustment of $0.1 million in the year to date period ended June 27, 2009.

As of December 31, 2008, management planned to exit two buildings, one in Scotland, Pennsylvania and one in Chattanooga, Tennessee. The two buildings were previously the operating facilities for the Electronics Division which was divested on December 31, 2007. The Company leases the space to Vacon.

In the first quarter of 2009, due to real estate market conditions in Scotland, Pennsylvania and Chattanooga, Tennessee, the Company reevaluated the classification of these buildings as assets held for sale and reclassified the buildings, with a net book value of $3.5 million to held and used. As a result of the change in classification, the Company recorded a catch-up depreciation adjustment of $0.2 million in the year to date period ended June 27, 2009.

7

ALTRA HOLDINGS, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted

9. Income Taxes

The estimated effective income tax rates recorded for the quarters ended June 27, 2009 and June 28, 2008 were based upon management’s best estimate of the effective tax rate for the entire year. The effective tax rate for continuing operations changed from 35.0% for the year to date period ended June 28, 2008 to 97.7% for the year to date period ended June 27, 2009. The increase in the effective tax rate was the result of significantly lower earnings before taxes coupled with the higher relative impact of the current interest expense on reserves previously established under FASB interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB 109 (“FIN 48”). The FIN 48 interest expense, which is included as part of the income tax (benefit) provision, as a percentage of income from continuing operations increased from 0.48% for the year to date period ended June 28, 2008 to 109.5% for the year to date period ended June 27, 2009.

At June 27, 2009, the Company had $8.3 million of unrecognized tax benefits, which, if recognized, would reduce the Company’s effective tax rate. We do not expect the amount of unrecognized tax benefit disclosed above to change significantly over the next 12 months.

The Company and its subsidiaries file consolidated and separate income tax returns in the U.S. federal jurisdiction as well as in various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities in all of these jurisdictions. With the exception of certain foreign jurisdictions, the Company is no longer subject to income tax examinations for the tax years prior to 2005 in these major jurisdictions. Additionally, the Company has indemnification agreements with the sellers of the Colfax, Kilian and Hay Hall entities, which provides for reimbursement to the Company for payments made in satisfaction of tax liabilities relating to pre-acquisition periods.

The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense in the condensed consolidated statements of income (loss). At December 31, 2008 and June 27, 2009, the Company had $3.1 million and $3.3 million of accrued interest and penalties, respectively. The Company accrued $0.2 million of interest and no penalties during the year to date period ended June 27, 2009.

10. Pension and Other Employee Benefits

Defined Benefit (Pension) and Post-retirement Benefit Plans

The Company sponsors various defined benefit (pension) and post-retirement (medical, dental and life insurance coverage) plans for certain, primarily unionized, active employees. In March 2009, the Company reached a new collective bargaining agreement with the union at its Erie, Pennsylvania facility. One of the provisions of the new agreement eliminates benefits that employees were entitled to receive through the applicable other post employment benefit plan (“OPEB”). OPEB benefits will no longer be available to retired or active employees. This resulted in an OPEB settlement gain of $1.5 million in the year to date period ended June 27, 2009. In addition, no additional years of credited service will be accrued on the defined benefit pension plan effective February 28, 2009. There was no curtailment gain or loss as a result of the change in the pension plan, the plan had no unrecognized prior service cost and there was no change in the projected benefit obligation.

8

ALTRA HOLDINGS, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted

The following table represents the components of the net periodic benefit cost associated with the respective plans for the quarters and year to date periods ended June 27, 2009 and June 28, 2008:

	Quarter Ended
	Pension Benefits						Other Benefits
	June 27, 2009			June 28, 2008			June 27, 2009			June 28, 2008
Service cost	$	16		$	16		$	3		$	15
Interest cost		365			378			19			52
Expected return on plan assets		(327	)		(326	)		—			—
Amortization of prior service income		—			—			(244	)		(243	)
Other post employment benefit plan settlement gain		—			—			—			(169	)
Amortization of net gain		—			—			(7	)		(6	)
Net periodic benefit cost (income)	$	54		$	68		$	(229	)	$	(351	)

	Year to Date Ended
	Pension Benefits						Other Benefits
	June 27, 2009			June 28, 2008			June 27, 2009			June 28, 2008
Service cost	$	32		$	32		$	6		$	31
Interest cost		730			757			38			104
Expected return on plan assets		(654	)		(652	)		—			—
Amortization of prior service income		—			—			(488	)		(487	)
Other post employment benefit plan settlement gain		—			—			(1,467	)		(169	)
Amortization of net gain		—			—			(14	)		(12	)
Net periodic benefit cost (income)	$	108		$	137		$	(1,925	)	$	(533	)

11. Debt

Outstanding debt obligations at June 27, 2009 and December 31, 2008 were as follows:

	June 27, 2009			December 31, 2008
Senior Revolving Credit Agreement	$	—		$	—
TB Wood’s Credit Agreement		5,000			6,000
Overdraft agreements		—			—
9% Senior Secured Notes		234,250			242,500
11.25% Senior Notes		—			4,706
Variable Rate Demand Revenue Bonds		5,300			5,300
Mortgages		2,078			2,257
Capital leases		2,273			2,672
Less: debt discount, net		(1,540	)		(1,912	)
Total long-term debt	$	247,361		$	261,523

9

ALTRA HOLDINGS, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted

Senior Revolving Credit Agreement

The Company maintains a $30 million revolving borrowings facility with a commercial bank (the “Senior Revolving Credit Agreement”) through its wholly owned subsidiary Altra Industrial. The Senior Revolving Credit Agreement is subject to certain limitations resulting from the requirement of Altra Industrial to maintain certain levels of collateralized assets, as defined in the Senior Revolving Credit Agreement. Altra Industrial may use up to $10.0 million of its availability under the Senior Revolving Credit Agreement for standby letters of credit issued on its behalf, the issuance of which will reduce the amount of borrowings that would otherwise be available to Altra Industrial. Altra Industrial may re-borrow any amounts paid to reduce the amount of outstanding borrowings; however, all borrowings under the Senior Revolving Credit Agreement must be repaid in full as of November 30, 2010.

Substantially all of Altra Industrial’s assets have been pledged as collateral against outstanding borrowings under the Senior Revolving Credit Agreement. The Senior Revolving Credit Agreement requires Altra Industrial to maintain a minimum fixed charge coverage ratio of 1.20 for all four quarter periods when availability under the line falls below $12.5 million. Altra Industrial’s availability under the Senior Revolving Credit Agreement has never dropped below $12.5 million and we do not believe that it will in the foreseeable future. The Senior Revolving Credit Agreement imposes customary affirmative covenants and restrictions on Altra Industrial.

There were no borrowings under the Senior Revolving Credit Agreement at June 27, 2009 and December 31, 2008. However, the lender had issued $7.6 million of outstanding letters of credit as of June 27, 2009 and December 31, 2008, respectively, under the Senior Revolving Credit Agreement.

The interest rate on any outstanding borrowings on the line of credit are the lender’s Prime Rate plus 25 basis points or LIBOR plus 175 basis points. The rate on all outstanding letters of credit are 1.5% and .25% on any unused availability under the Senior Revolving Credit Agreement.

TB Wood’s Revolving Credit Agreement

As of June 27, 2009 and December 31, 2008, there were $6.1 million and $6.0 million of outstanding letters of credit under the TB Wood’s Credit Agreement, respectively. All borrowing under the TB Wood’s Revolving Credit Agreement are due on November 30, 2010. The interest rate on any outstanding borrowings on the line of credit are the lender’s Prime Rate plus 25 basis points or LIBOR plus 175 basis points.

Overdraft Agreements

Certain foreign subsidiaries maintain overdraft agreements with financial institutions. There were no borrowings as of June 27, 2009 or December 31, 2008 under any of the overdraft agreements.

9% Senior Secured Notes

Altra Industrial issued 9% Senior Secured Notes (“Senior Secured Notes”), with a face value of $270.0 million. Interest on the Senior Secured Notes is payable semi-annually, in arrears, on June 1 and December 1 of each year, at an annual rate of 9%. The Senior Secured Notes mature on December 1, 2011 unless previously redeemed by Altra Industrial.

The effective interest rate on the Senior Secured Notes is approximately 9.6% after consideration of the amortization of the original net issue discount of $5.6 million (included in long-term debt) and the original $6.5 million of deferred financing costs (included in other assets).

The Senior Secured Notes are guaranteed by Altra Industrial’s U.S. domestic subsidiaries and are secured by a second priority lien, subject to first priority liens securing the Senior Revolving Credit Agreement, on substantially all of Altra Industrial’s assets. The Senior Secured Notes contain many terms, covenants and conditions, which impose substantial limitations on Altra Industrial.

During the second quarter of 2009, Altra Industrial retired $8.3 million aggregate principal amount of the outstanding Senior Secured Notes at a redemption price of between 94.75% and 97.125% of the principal amount, plus accrued and unpaid interest. In connection with the redemption, Altra Industrial recorded a gain on the extinguishment of debt of $0.4 million, which is recorded as a reduction in interest expense in the condensed consolidated statement of income (loss). In addition, Altra Industrial wrote-off $0.1 million of deferred financing costs and original issue discount/premium which is included in interest expense.

11.25% Senior Notes

Altra Industrial issued 11.25% Senior Notes (“Senior Notes”), with a face value of £33 million. Interest on the Senior Notes was payable semi-annually, in arrears, on August 15 and February 15 of each year, at an annual rate of 11.25%. The effective interest rate on the Senior Notes was approximately 12.4%, after consideration of the $2.6 million of deferred financing costs (included in other assets). The Senior Notes were scheduled to mature on February 13, 2013.

10

ALTRA HOLDINGS, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted

During the second quarter of 2009, Altra Industrial retired the remaining principal balance of the Senior Notes of £3.3 million or $5.0 million of the principal amount, plus accrued and unpaid interest. In connection with the redemption, Altra Industrial incurred $0.2 million of pre-payment premium and wrote-off the entire remaining balance of $0.1 million of deferred financing fees, which is recorded as interest expense in the condensed consolidated statement of income (loss).

Variable Rate Demand Revenue Bonds

In connection with the acquisition of TB Wood’s, the Company assumed the obligation to make payments due under certain Variable Rate Demand Revenue Bonds outstanding as of the acquisition date. TB Wood’s had borrowed approximately $3.0 million and $2.3 million through the issuance of Variable Rate Demand Revenue Bonds under the authority of the industrial development corporations of the City of San Marcos, Texas and City of the Chattanooga, Tennessee, respectively. These bonds bear variable interest rates (less than 1% interest on June 27, 2009), and mature in April 2024 and April 2022, respectively. The bonds were issued to finance production facilities for TB Wood’s manufacturing operations in those cities, and are secured by letters of credit issued under the terms of the TB Wood’s Credit Agreement.

As of December 31, 2008, the Company planned to sell the building in Chattanooga, Tennessee. According to the terms of the indenture and lease, before the Company can acquire the building, free of all encumbrances, the outstanding debt under the Variable Rate Demand Revenue Bonds would have to be paid in full. As a result, the debt was classified as a current liability on the condensed consolidated balance sheet as of December 31, 2008.

In the first quarter of 2009, due to real estate market conditions in Chattanooga, Tennessee, the Company reevaluated the classification of these buildings as an asset held for sale and reclassified this building to held and used. As a result of the change in classification, the Company reclassified $2.3 million of debt associated with the Chattanooga property to long-term debt on the condensed consolidated balance sheet.

Mortgage

In June 2006, the Company entered into a mortgage on its building in Heidelberg, Germany with a local bank. As of June 27, 2009 and December 31, 2008, the mortgage had a remaining principal balance outstanding of €1.5 million, or $2.1 million, and €1.6 million, or $2.3 million, respectively, and an interest rate of 5.75%. The mortgage is payable in monthly installments over 15 years.

Capital Leases

The Company leases certain equipment under capital lease arrangements, whose obligations are included in both short-term and long-term debt.

12. Stockholders’ Equity

Stock-Based Compensation

The Company’s Board of Directors established the 2004 Equity Incentive Plan (the “Plan”) that provides for various forms of stock based compensation to independent directors, officers and senior-level employees of the Company. The restricted shares of common stock issued pursuant to the Plan generally vest ratably between 3.5 to 5 years, provided that the vesting of the restricted shares may accelerate upon the occurrence of certain liquidity events, if approved by the Board of Directors in connection with the transactions. Shares granted to non-management members of the Board of Directors generally vest immediately.

The Plan permits the Company to grant restricted stock to key employees and other persons who make significant contributions to the success of the Company. The restrictions and vesting schedule for restricted stock granted under the Plan are determined by the Compensation Committee of the Board of Directors. Compensation expense recorded during the quarters ended June 27, 2009 and June 28, 2008 was $0.6 million . Compensation expense for the year to date periods ended June 27, 2009 and June 28, 2008 was $1.6 million and $1.0 million, respectively. Stock based compensation expense is recognized on a straight-line basis over the vesting period.

11

ALTRA HOLDINGS, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted

The following table sets forth the activity of the Company’s unvested restricted stock grants in the year to date period ended June 27, 2009:

				Weighted-average
	Shares			grant date fair value
Restricted shares unvested December 31, 2008		797,714		$	5.53
Shares granted		283,141		$	6.95
Forfeitures		(11,830	)	$	7.15
Shares for which restrictions lapsed		(349,774	)	$	4.21
Restricted shares unvested June 27, 2009		719,251		$	6.70

Total remaining unrecognized compensation cost was approximately $4.1 million as of June 27, 2009, which will be recognized over a weighted average remaining period of three years. The fair market value of the shares in which the restrictions have lapsed during the year to date period ended June 27, 2009 was $3.0 million. Restricted shares granted are valued based on the fair market value of the stock on the date of grant.

13. Concentrations of Credit, Segment Data and Workforce

Financial instruments, which are potentially subject to counter party performance and concentrations of credit risk, consist primarily of trade accounts receivable. The Company manages these risks by conducting credit evaluations of customers prior to delivery or commencement of services. When the Company enters into a sales contract, collateral is normally not required from the customer. Payments are typically due within thirty days of billing. No customer represented greater than 10% of total sales for the quarters ended June 27, 2009 and June 28, 2008.

The Company is also subject to counter party performance risk of loss in the event of non-performance by counterparties to financial instruments, such as cash and investments. Cash and investments are held by international or well established financial institutions.

In accordance with SFAS 131, the Company has five operating segments that are regularly reviewed by our Chief Operating Decision Maker. Each of these operating segments represents an Operating Platform that produces mechanical power transmission products. The Company aggregates all of the operating segments into one reportable segment in a manner that is consistent with the objective and a basic principles of SFAS 131. The five operating segments have similar long-term average gross profit margins. All of our products are sold by one global sales force and we have one global marketing function. Strategic markets and industries are determined for the entire company and then targeted by the brands. All of our operating segments have common manufacturing and production processes. Each segment includes a machine shop which uses similar equipment and manufacturing techniques. Each of our segments uses common raw materials, such as aluminum, steel and copper. The materials are purchased and procurement contracts are negotiated by one global purchasing function manager.

We serve the general industrial market by selling to original equipment manufacturers (“OEM”) and distributors. Our OEM and distributor customers serve the general industrial market. Resource allocation decisions such as capital expenditure requirements and headcount requirements are made at a consolidated level and allocated to the individual operating segments.

Discrete financial information is not available by product line at the level necessary for management to assess performance or make resource allocation decisions.

12

ALTRA HOLDINGS, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted

Net sales to third parties by geographic region are as follows:

	Net Sales
	Quarter Ended				Year to Date Ended
	June 27,		June 28,		June 27,		June 28,
	2009		2008		2009		2008
North America (primarily U.S.)	$	81,726	$	117,694	$	173,329	$	236,397
Europe		23,831		43,022		51,510		81,262
Asia and other		6,320		7,177		11,578		13,416
Total	$	111,877	$	167,893	$	236,417	$	331,075

Net sales to third parties are attributed to the geographic regions based on the country in which the shipment originates.

The net assets of foreign subsidiaries at June 27, 2009 and December 31, 2008 were $73.1 million and $73.5 million, respectively.

14. Commitments and Contingencies

General Litigation

The Company is involved in various pending legal proceedings arising out of the ordinary course of business. None of these legal proceedings are expected to have a material adverse effect on the results of operations, cash flows, or financial condition of the Company. With respect to these proceedings, management believes that it will prevail, has adequate insurance coverage or has established appropriate reserves to cover potential liabilities. Any costs that management estimates may be paid related to these proceedings or claims are accrued when the liability is considered probable and the amount can be reasonably estimated. There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of these legal proceedings were to be determined adversely to the Company, there could be a material adverse effect on the results of operations, cash flows, or financial condition of the Company. As of June 27, 2009 and December 31, 2008, there were no such claims for which management believed a loss was probable. As a result, no amounts were accrued in the accompanying consolidated balance sheets for losses related to such claims at those dates.

The Company is indemnified under the terms of certain acquisition agreements for certain pre-existing matters up to agreed upon limits.

15. Restructuring, Asset Impairment and Transition Expenses

During 2007, the Company adopted two restructuring programs. The first was intended to improve operational efficiency by reducing headcount, consolidating operating facilities and relocating manufacturing to lower cost areas (the “Altra Plan”). The second was related to the acquisition of TB Wood’s and was intended to reduce duplicate staffing and consolidate facilities (the “TB Wood’s Plan”). The TB Wood’s Plan was initially formulated at the time of the TB Wood’s acquisition and therefore the accrual was recorded as part of purchase accounting.

13

ALTRA HOLDINGS, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted

The Company has not incurred any additional expenses related to either the Altra Plan or the TB Wood’s Plan in 2009. The Company’s restructuring expense, by major component for the year to date period ended June 28, 2008 was as follows:

			TB Wood’s
	Altra Plan		Plan		Total
Expenses
Other cash expenses	$	—	$	—	$	—
Moving and relocation		228		68		296
Severance		631		—		631
Total cash expenses		859		68		927
Non-cash asset impairment and loss on sale of fixed asset		141		—		141
Total restructuring expenses	$	1,000	$	68	$	1,068

In March 2009, the Company adopted a new restructuring plan (“2009 Altra Plan”) to improve the utilization of the manufacturing infrastructure and to realign the business with the current economic conditions. The 2009 Altra Plan will improve operational efficiency by reducing headcount and consolidating facilities. The Company’s total restructuring expense related to headcount reductions for the quarter ended June 27, 2009 was $1.6 million. We expect to incur cash charges of between $3.5 million and $4.5 million related to this plan for the remainder of 2009 and between $0.5 million and $1.0 million of additional restructuring charges related to this plan in 2010. We expect costs savings from this plan to be approximately $28.8 million on a annualized basis, and we believe we will see the full savings beginning in 2010. We expect savings in 2009 to be approximately $20.0 million.

On April 7, 2009, the Company announced that it would be closing its facility in Mt. Pleasant, Michigan and relocating the manufacturing to certain of the Company’s other facilities. In connection with this decision, the Company completed an impairment analysis. The facility which had a carrying value of $1.4 million was written down to the fair value of $0.7 million, resulting in an impairment charge of $0.7 million. The Company estimated the fair value using observable inputs (level 2). The Company reviewed sale prices of comparable buildings in the Mt. Pleasant, Michigan area. The relocation is expected to be completed by the end of 2009.

On July 7, 2009, the Company announced that it would be closing its manufacturing facility in South Beloit, Illinois and relocating the manufacturing operations to certain of the Company’s other facilities. In connection with this decision, the Company completed an impairment analysis. The facility which had a carrying value of $2.1 million was written down to the fair value of $1.5 million, resulting in an impairment charge of $0.6 million. The Company estimated the fair value using observable inputs (level 2). The Company reviewed sale prices of comparable buildings in the South Beloit, Illinois area. The relocation is expected to be completed by the end of 2009.

14

ALTRA HOLDINGS, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted

The expense for the year to date period ended June 27, 2009 is classified by major component as follows:

	2009 Altra Plan
Expenses:
Other cash expenses	$	47
Severance		2,682
Total cash expenses		2,729
Non-cash asset impairment and other non-cash charges		1,625
Total restructuring expenses	$	4,354

The following is a reconciliation of the accrued restructuring costs between December 31, 2008 and June 27, 2009:

	All Plans
Balance at December 31, 2008	$	1,297
Cash restructuring expense incurred		2,729
Cash payments		(2,597	)
Balance at June 27, 2009	$	1,429

16. Subsequent Event

The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated subsequent events through August 4, 2009, the date the financial statements were issued.

On July 7, 2009, the Company announced that it would be closing its manufacturing facility in South Beloit, Illinois and relocating the manufacturing operations to certain of the Company’s other facilities. See Footnote 15 for further discussion on the impact of this decision.

15

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of the financial condition and results of operations of Altra Holdings, Inc. should be read together with the audited financial statements of Altra Holdings, Inc. and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. The following discussion includes forward-looking statements. For a discussion of important factors that could cause actual results to differ materially from the results referred to in the forward-looking statements, see “Forward-Looking Statements.” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

General

Altra Holdings, Inc. is the parent company of Altra Industrial Motion, Inc. (“Altra Industrial”) and owns 100% of Altra Industrial’s outstanding capital stock. Altra Industrial, directly or indirectly, owns 100% of the capital stock of its 48 subsidiaries. The following chart illustrates a summary of our corporate structure:

The subsidiaries of Altra Industrial design, produce and market a wide range of mechanical power transmission (“MPT”) and motion control products. The business conducted at our subsidiaries is organized into five operating segments; Electro Magnetic Clutches & Brakes, Heavy Duty Clutches & Brakes, Overrunning Clutches & Engineered Bearing Assemblies, Engineered Couplings and Gearing and Belted Drives. We have a presence in over 70 countries. Our global sales and marketing network includes over 1,000 direct original equipment manufacturers (“OEM”) and over 3,000 distributor outlets. We are headquartered in Braintree, Massachusetts.

Our products, principal brands and markets and sample applications are set forth below:

Operating Segment	Principal Brands	Principal Markets
Heavy Duty Clutches & Brakes	Wichita Clutch,	Energy
	Twiflex	Metals
	Industrial Clutch	Marine
Electro-Magnetic Clutches & Brakes	Warner Electric,	Turf and Garden
	Matrix Engineering,	Forklift
	Inertia Dynamics	Elevator
	Warner Linear	Material Handling
Overrunning Clutches & Bearings	Formsprag	Aerospace
	Stieber	Mining
	Kilian	Material Handling
	Marland Clutch	Transportation
Engineered Couplings	TB Wood’s	Energy
	Ameridrives	Metals
	Bibby Transmission	Petro/Chem
	Huco Dynatork
Gearing and Belted Drives	Boston Gear,	Food Processing
	TB Wood’s	Material Handling
	Nuttall/Delroyd,	Energy
	Centric Clutch

16

Our Internet address is www.altramotion.com. By following the link “Investor Relations” and then “SEC filings” on our Internet website, we make available, free of charge, our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after such forms are filed with or furnished to the SEC. We are not including the information contained on or available through our website as a part of, or incorporating such information by reference into this Form 10-Q.

Business Outlook

Our future financial performance depends, in large part, on conditions in the markets that we serve and on the U.S. and global economies in general. During November and December 2008, we saw a significant change in economic conditions both in North America and internationally as most of our end markets experienced dramatic downturns. During the fourth quarter of 2008, we began to see several of our distributors and OEM customers implement inventory reduction programs which have continued throughout the first two quarters of 2009. Due to the inability to predict the duration and severity of the current global economic downturn, our visibility regarding the outlook for our markets and business during 2009 is limited. Assuming that the downturn continues, we expect continued weakness in our order rates for the remainder of 2009 in almost all of our end markets.

In response to the continued challenging economic conditions of 2009, we have taken and continue to take swift and aggressive actions to reduce our expenses and maximize near-term profitability. Our cost-reduction initiatives are centered on three areas: workforce cutbacks, plant consolidations and procurement and other cost reductions. Effective in February 2009, the Company’s discretionary 401(k) match was suspended and a temporary reduction in executive compensation was initiated. Effective June 1, 2009, the Company announced the temporary suspension of all company contributions to the 401(k) plan. We also have announced a general hiring freeze, that all non-union employee salaries will be frozen for at least twelve months and reduced work schedules. During the year to date period ended June 27, 2009, we incurred $4.4 million of restructuring expense and $1.6 million of non-cash charges mainly related to an impairment charge at the Mount Pleasant and South Beloit facility that are both expected to close in December 2009. The remaining expense relates mainly to severance. We expect to incur an additional $3.5 and $4.5 million of expenses associated with the workforce reduction and consolidation of facilities in 2009 and between $0.5 million and $1.0 million in 2010. We expect to see annualized savings of approximately $28.8 million beginning in 2010. We expect savings in 2009 to be $20.0 million.

We will continue our strong focus on working capital management and cash flow generation with the intent of improving our liquidity by reducing inventory and A/R levels. As of June 27, 2009, we have a cash balance of $63.6 million.

This outlook presents management’s expectations, however, although we believe they are reasonable, our expectations may not be correct and our plans may change. As with any forward-looking statements, there are inherent risks and uncertainties that could cause actual results to differ from present plans or expectations and such differences could be material.

Critical Accounting Policies

The preparation of our condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect our reported amounts of assets, revenues and expenses, as well as related disclosure of contingent assets and liabilities. We base our estimates on past experiences and other assumptions we believe to be appropriate, and we evaluate these estimates on an on-going basis. Management believes there have been no significant changes in our critical accounting policies since December 31, 2008, except as listed below. See the discussion of critical accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2008.

17

Goodwill, Intangibles and other long-lived assets. In connection with our acquisitions, goodwill and intangible assets were identified and recorded at their fair value. We recorded intangible assets for customer relationships, trade names and trademarks, product technology, patents and goodwill. In valuing the customer relationships, trade names and trademarks, we utilized variations of the income approach. The income approach was considered the most appropriate valuation technique because the inherent value of these assets is their ability to generate current and future income. The income approach relies on historical financial and qualitative information, as well as assumptions and estimates for projected financial information. Projected financial information is subject to risk if our estimates are incorrect. The most significant estimate relates to our projected revenues and profitability. If we do not meet the projected revenues and profitability used in the valuation calculations then the intangible assets could be impaired. In determining the value of customer relationships, we reviewed historical customer attrition rates which were determined to be approximately 5% per year. Most of our customers tend to be long-term customers with very little turnover. While we do not typically have long-term contracts with customers, we have established long-term relationships with customers which make it difficult for competitors to displace us. Additionally, we assessed historical revenue growth within our industry and customers’ industries in determining the value of customer relationships. The value of our customer relationships intangible asset could become impaired if future results differ significantly from any of the underlying assumptions. This could include a higher customer attrition rate or a change in industry trends such as the use of long-term contracts which we may not be able to obtain successfully. Customer relationships and product technology and patents are considered finite-lived assets, with estimated lives ranging from 8 years to 16 years. The estimated lives were determined by calculating the number of years necessary to obtain 95% of the value of the discounted cash flows of the respective intangible asset. Goodwill and trade names and trademarks are considered indefinite lived assets. Trade names and trademarks were determined to be indefinite lived assets based on the criteria stated in paragraph 11 in SFAS 142 Goodwill and Other Intangible Assets. Other intangible assets include trade names and trademarks that identify us and differentiate us from competitors, and therefore competition does not limit the useful life of these assets. Additionally, we believe that our trade names and trademarks will continue to generate product sales for an indefinite period.

As of December 31, 2008, goodwill was allocated to each of our twenty identified reporting units. In accordance with SFAS 142, we conducted an annual impairment review of goodwill and indefinite lived intangible assets as of December 31, 2008 at each of these reporting units.

The breakdown of reporting units by acquisition and acquisition date are as follows:

Colfax acquisition — November 30, 2004	12 reporting units
Hay Hall acquisition — February 10, 2006	5 reporting units
Warner Linear acquisition — May 18, 2006	1 reporting unit
TB Wood’s acquisition — April 5, 2007	1 reporting unit
All Power Transmission — October 5, 2007	1 reporting unit

Beginning in the fourth quarter of 2008, almost all of our reporting units were impacted by the overall general economic decline. The decline in our weekly order rates was significant and almost immediate. Between the week of November 7, 2008 and November 14, 2008 order rates declined 21%. Prior to that week, order rates had been flat or increasing for over a year. On a consolidated basis weekly order rates from the week of November 14 through the final full week of the year, December 19, decreased an additional 33%.

18

As part of the annual goodwill impairment assessment we estimated the fair value of each of our reporting units using an income approach. We forecasted the future cash flows by reporting unit for each of the next five years and applied a long term growth rate to the final year of forecasted cash flows. The cash flows were then discounted using our estimated discount rate. The forecasts of revenue and profitability growth for use in the long-range plan and the discount rate were the key assumptions in our intangible fair value analysis. The following table sets forth the assumptions used in 2008 and 2007 in the calculation of estimated fair value for each of the reporting units that recorded a goodwill impairment during 2008:

	2007 goodwill impairment	2008 goodwill impairment
	assumptions	assumptions
Huco (Hay Hall acquisition)
Revenue growth (1st year)	13.6% increase	(26.2%) decrease
Average revenue growth (2nd – 5th year)	5.8% increase	5.8% increase
Profitability growth rate EBITDA as a percent of sales (1st year)	3.6% increase	(4%) decrease
Average profitability growth rate per year (EBITDA as a percent of sales) (2nd – 5th year)	0.8% increase	1% increase
Discount Rate	12%	13%
TB Woods
Revenue growth (1st year)	10.4% increase	(18%) decrease
Average revenue growth (2nd – 5th year)	5.8% increase	5.8% increase
Profitability growth rate EBITDA as a percent of sales (1st year)	(0.7%) decrease	(1%) decrease
Average profitability growth rate per year (EBITDA as a percent of sales) (2nd – 5th year)	0.6% increase	1% increase
Discount Rate	12%	13%
Warner Linear
Revenue growth (1st year)	51%	(10.3%) decrease
Average revenue growth (2nd – 5th year)	5.8% increase	5.8% increase
Profitability growth rate EBITDA as a percent of sales (1st year)	8.9% increase	6% increase
Average profitability growth rate per year (EBITDA as a percent of sales) (2nd – 5th year)	0.6% increase	0.5% increase
Discount Rate	12%	13%

A continuation of the significant decrease in order rates in the final weeks of 2008 and into 2009 was a key assumption when developing our long-term revenue and profitability plan for our goodwill impairment analysis as of December 31, 2008. All of our reporting units assumed significantly lower sales and lower profitability for 2009 in their long-term growth plan when compared to the forecast used in the goodwill impairment analysis as of December 31, 2007. The discount rate was not changed significantly from the December 31, 2007 goodwill impairment analysis.

As a result of the goodwill impairment analysis, we recorded a goodwill impairment of $31.8 million at the TB Woods, Huco and Warner Linear reporting units as of December 31, 2008. The goodwill remaining at these reporting units, after the adjustment for goodwill impairments, was $23.5 million at TB Woods and there was no goodwill remaining at either Warner Linear or Huco. Due to prevailing market conditions at the time of the acquisitions of these three reporting units, the purchase price paid as consideration for these three acquisitions required a higher premium when compared to the prior 2004 Colfax acquisition and therefore created higher goodwill at these reporting units.

Prior to filing our Form 10-K on March 6, 2009, we reviewed the assumptions used in our goodwill impairment analysis and noted that they had not changed significantly from when we completed our goodwill impairment assessment.

We considered whether the sum of the fair value of all of our reporting units was reasonable when compared to our market capitalization on the date of the goodwill impairment analysis. As of December 31, 2008, our estimated enterprise fair value was $274.4 million. Our market capitalization was $208.7 million. The difference between the fair value of the enterprise and our market capitalization represented a control market premium of between 25% and 35%.

19

Management believes the preparation of revenue and profitability growth rates for use in the long-range plan and the discount rate requires significant use of judgment. If any of our reporting units do not meet our current year forecasted revenue and/or profitability estimates we could be required to perform an interim goodwill impairment analysis. In addition, if our discount rate increases, we could be required to perform an interim goodwill impairment analysis. The following table shows the number of reporting units that could be required to perform an interim goodwill impairment analysis if forecasted profitability decreases or the estimated discount rate increases and the goodwill recorded at each of these reporting units. In management’s opinion, these are the reasonably likely scenarios to occur and would have a material effect on the outcome of the fair value assessment and could result in a material goodwill impairment.

	Profitability decrease	Profitability decrease	Profitability decrease
	5% (all other	10% (all other	15% (all other
	assumptions remain	assumptions remain	assumptions remain
	constant)	constant)	constant)
Number of reporting units that could be required to perform an interim impairment analysis	1	4	5
Goodwill as of December 31, 2008 at reporting units that would be required to perform an interim impairment analysis	$23.5 million	$28.3 million	$40.9 million

	Discount rate increase 50 basis	Discount rate increase 100 basis
	points (all other assumptions	points (all other assumptions
	remain constant)	remain constant)
Number of reporting units that could be required to perform an interim impairment analysis	1	1
Goodwill as of December 31, 2008 at reporting units that could be required to perform an interim impairment analysis	$23.5 million	$23.5 million

In accordance with SFAS 144, Accounting for the Impairment or Disposal of Long-lived Assets, long-lived assets, including definite-lived intangible assets, are reviewed for impairment when events or circumstances indicate that the carrying amount of a long-lived asset may not be recovered. Long-lived assets are considered to be impaired if the carrying amount of the asset exceeds the undiscounted future cash flows expected to be generated by the asset over its remaining useful life. If an asset is considered to be impaired, the impairment is measured by the amount by which the carrying amount of the asset exceeds its fair value, and is charged to results of operations at that time.

During the fourth quarter of 2008, a goodwill impairment was identified and recorded at three reporting units which, in turn, triggered an impairment analysis with respect to long-lived assets at those reporting units.

For our definite lived intangible assets, mainly customer relationships, we estimated the future cash flows using the excess earnings method, a derivation of the discounted cash flow method. We estimated total revenue attributable to existing customer relationships and projected customer revenue growth for the remainder of the projection period. Existing customer revenue was then multiplied by an attrition curve based on our historical attrition rates percent (approximately 4%) for each reporting unit. We estimated profitability for the customer relationship based on the overall reporting unit’s profitability. We compared the estimated future undiscounted cash flows to the carrying value of the customer relationship for each reporting unit and did not identify any impairment.

20

For our indefinite lived intangible assets, mainly trademarks, we estimated the fair value first by estimating the total revenue attributable to the trademarks for each of the reporting units. Second we estimated an appropriate royalty rate using the return on assets method by estimating the required financial return on our assets, excluding trademarks, less the overall return generated by our total asset base. The return as a percentage of revenue provides an indication of our royalty rate (approximately 1.5%). We compared the estimated fair value of our trademarks with the carrying value of the trademarks and did not identify any impairment.

During the second quarter of 2009, we did not identify any events that required us to perform an interim impairment analysis.

Recent Accounting Pronouncements

In April 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments, which requires disclosures about fair value of financial instruments in interim reporting periods as well as in annual financial statements. The effective date for FSP No. FAS 107-1 and APB 28-1 is June 15, 2009 and accordingly the Company has adopted the provisions of this FSP as of June 30, 2009. Although the adoption of FSP FAS 107-1 and APB 28-1 did not materially impact its financial condition, results of operations, or cash flow, we are now required to provide additional disclosures, which are included in Note 1.

In May 2009, the FASB issued Statement of Financial Accounting Standards No. 165 (“SFAS No. 165”), Subsequent Events. SFAS No. 165 defines the subsequent events or transactions period, circumstances under which such events or transactions should be recognized, and disclosures regarding subsequent events or transactions. SFAS No. 165 is effective for interim or annual periods ending after June 15, 2009. We adopted the provisions of SFAS No. 165 as of June 30, 2009. Although the adoption of SFAS No. 165 did not materially impact its financial condition, results of operations, or cash flow, we are now required to provide additional disclosures, which are included in Note 16.

Results of Operations

	Quarter Ended						Year to date ended
	June 27,			June 28,			June 27,			June 28,
(In thousands, except per share data)	2009			2008			2009			2008
Net sales	$	111,877		$	167,893		$	236,417		$	331,075
Cost of sales		82,419			117,506			174,756			232,890
Gross profit		29,458			50,387			61,661			98,185
Gross profit percentage		26.33	%		30.01	%		26.08	%		29.66	%
Selling, general and administrative expenses		19,938			26,448			41,681			51,161
Research and development expenses		1,494			1,766			3,061			3,497
Other post employment benefit plan settlement gain		—			(169	)		(1,467	)		(169	)
Restructuring costs		2,482			335			4,354			1,068
Income from operations		5,544			22,007			14,032			42,628
Interest expense, net		6,240			7,713			12,589			15,154
Other non-operating (income) expense, net		1,781			(853	)		1,619			(1,479	)
Income (loss) from continuing operations before income taxes		(2,477	)		15,147			(176	)		28,953
Provision (benefit) for income taxes		(711	)		5,278			172			10,127
Income (loss) from continuing operations		(1,766	)		9,869			(348	)		18,826
Net loss from discontinued operations, net of income taxes of $124		—			—			—			(397	)
Net income (loss)	$	(1,766	)	$	9,869		$	(348	)	$	18,429

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Quarter Ended June 27, 2009 compared with Quarter Ended June 28, 2008

(Amounts in thousands unless otherwise noted)

	Quarter Ended
	June 27, 2009		June 28, 2008		Change			%
Net sales	$	111,877	$	167,893	$	(56,016	)		-33.4	%

The decrease in sales is primarily due to the overall economic decline which has impacted almost all of our end markets and industries. On a constant currency basis, sales decreased $47.1 million or 28.1%. We saw a substantial decrease in sales at our Heavy Duty Clutches & Brakes and Engineered Couplings operating segments of 23.9% and 10.8% respectively in the second quarter of 2009 versus the first quarter of 2009. Both of these operating segments sell into late cycle markets and began to see volume decreases in the second quarter of 2009. Until worldwide economic conditions improve, we expect continued weakness in our order rates.

	Quarter Ended
	June 27, 2009			June 28, 2008			Change			%
Gross Profit	$	29,458		$	50,387		$	(20,929	)		-41.5	%
Gross Profit as a percent of sales		26.3	%		30.0	%

The decrease in gross profit is due to the significant decrease in sales. As a result of our decrease in sales, we have less leverage on our fixed costs. On a constant currency basis, gross profit decreased $17.6 million or 34.9%. We have taken actions to reduce our expenses and maximize near-term profitability; however, we expect our 2009 gross profit as a percentage of sales to decrease when compared to 2008.

	Quarter Ended
	June 27, 2009			June 28, 2008			Change			%
Selling, general and administrative expense (“SG&A”)	$	19,938		$	26,448		$	(6,510	)		-24.6	%
SG&A as a percent of sales		17.8	%		15.8	%

The decrease in SG&A is due to our strong cost reduction actions which began in the fourth quarter of 2008. Our cost reduction efforts were focused on headcount reductions and the elimination of non-critical expenses which decreased our overall SG&A costs. As a result of the decreased sales volume we have seen a reduction in outside sales representative commission costs. In addition, during the quarter we suspended all company contributions to our 401(k) plan in the United States and required certain U.S. personnel to take furloughs. However, due to the significant decrease in sales, SG&A as a percent of sales increased despite our cost reductions. During the remainder of 2009, we expect to continue to reduce our SG&A costs through plant consolidations, additional headcount reductions and expense elimination.

	Quarter Ended
	June 27, 2009		June 28, 2008		Change			%
Research and development expenses (“R&D”)	$	1,494	$	1,766	$	(272	)		-15.4	%

R&D represents approximately 1% of sales in both periods.

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	Quarter Ended
	June 27, 2009		June 28, 2008		Change		%
Restructuring expenses	$	2,482	$	335	$	2,147		640.9	%

During 2007, we adopted two restructuring programs. The first was intended to improve operational efficiency by reducing headcount, consolidating our operating facilities and relocating manufacturing to lower cost areas (“Altra Plan”). The second was related to the acquisition of TB Wood’s and was intended to reduce duplicative staffing and consolidate facilities (“TB Wood’s Plan”). We recorded approximately $0.3 million in the second quarter of 2008 of restructuring expenses for moving and relocation, severance and non-cash asset impairment. There were no costs related to the Altra Plan or the TB Wood’s Plan incurred in 2009.

In March 2009, we adopted a new restructuring plan (“2009 Altra Plan”) to improve the utilization of the manufacturing infrastructure and to realign the business with the current economic conditions. The 2009 Altra Plan will improve operational efficiency by reducing headcount and consolidating certain facilities. During the second quarter of 2009, we recorded $2.5 million of restructuring $1.6 million related to severance and $0.6 million related to a non-cash impairment charge for our South Beloit, Illinois facility due to the announcement that we expect to close the facility at the end of 2009 and $0.3 million of other non-cash charges. We expect to incur between $3.5 million and $4.5 million of additional restructuring charges related to this plan for the remainder of 2009 and between $0.5 million and $1.0 million of additional restructuring charges related to this plan in 2010. We expect costs savings from this plan to be approximately $28.8 million on a annualized basis, and we believe we will see the full savings beginning in 2010. In 2009, we expect to see savings of $20.0 million.

	Quarter Ended
	June 27, 2009		June 28, 2008		Change			%
Interest Expense, net	$	6,240	$	7,713	$	(1,473	)		-19.1	%

Net interest expense decreased due to the lower average outstanding balance of the Senior Secured Notes and Senior Notes. In addition, in the second quarter of 2008 we paid a premium of $0.4 million associated with the repurchase of $15.0 million of Senior Secured Notes and wrote-off $0.3 million of deferred financing costs. In the second quarter of 2009, we paid a premium of $0.2 million associated with the pay-down of $5.0 million of Senior Notes, which was offset by the discount of $0.4 million we received with the pay-down of $8.3 million of Senior Secured Notes. We wrote-off $0.2 million of deferred financing costs associated with the pay-down of the debt.

	Quarter Ended
	June 27, 2009		June 28, 2008			Change		%
Other non-operating loss (income), net	$	1,781	$	(853	)	$	2,634		-309	%

Other non-operating income for both quarters included rental income of $0.2 million for facility rentals under lease agreements which were part of the sale of TB Wood’s Electronics Division. During the second quarter of 2009, we sold Saftek Ltd., Inc. In connection with the sale we recorded a $0.2 million loss on the sale. The remaining balance in each period relates to changes in foreign currency, primarily the Great British Pound and Euro.

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	Quarter Ended
	June 27, 2009			June 28, 2008			Change			%
Provision (benefit) for income taxes	$	(711	)	$	5,278		$	(5,989	)		-113.5	%
Provision (benefit) for income taxes as a % of income (loss) from continuing operations before income taxes		-28.7	%		34.8	%

In the second quarter of 2009, there was a loss before income taxes and as a result, we recorded an income tax benefit. In the second quarter of 2008, we had income before income taxes and recorded a income tax expense. The company had some tax benefits that were disallowed due to the loss before income taxes in 2009.

Year to Date Period Ended June 27, 2009 compared with Year to Date Period Ended June 28, 2008

(Amounts in thousands unless otherwise noted)

	Year to Date Period Ended
	June 27, 2009		June 28, 2008		Change			%
Net sales	$	236,417	$	331,075	$	(94,658	)		-28.6	%

The decrease in sales is primarily due to the overall economic decline which has impacted almost all of our end markets and industries. On a constant currency basis, sales decreased $76.9 million or 23.2%. We saw a substantial decrease in sales at our Heavy Duty Clutches & Brakes and Engineered Couplings operating segments of 23.9% and 10.8% respectively in the second quarter of 2009 versus the first quarter of 2009. Both of these operating segments sell into late cycle markets and began to see volume decreases in the second quarter of 2009. As a result, on a year to date basis Heavy Duty Clutches & Brakes sales decreased 7.1% and Global Couplings decreased 12.8%. Until worldwide economic conditions improve, we expect continued weakness in our order rates.

	Year to Date Period Ended
	June 27, 2009			June 28, 2008			Change			%
Gross Profit	$	61,661		$	98,185		$	(36,524	)		-37.2	%
Gross Profit as a percent of sales		26.1	%		29.7	%

The decrease in gross profit is due to the significant decrease in sales. As a result of our decrease in sales, we have less leverage on our fixed costs. On a constant currency basis, gross profit decreased $29.7 million or 30.2%. We have taken actions to reduce our expenses and maximize near-term profitability, however we expect our 2009 gross profit as a percentage of sales to decrease when compared to 2008.

	Year to Date Period Ended
	June 27, 2009			June 28, 2008			Change			%
Selling, general and administrative expense (“SG&A”)	$	41,681		$	51,161		$	(9,480	)		-18.5	%
SG&A as a percent of sales		17.6	%		15.5	%

The decrease in SG&A is due to our strong cost reduction actions which began in the fourth quarter of 2008. Our cost reduction efforts were focused on headcount reductions and the elimination of non-critical expenses which decreased our overall SG&A costs. As a result of the decreased sales volume we have seen a reduction in outside sales representative commission costs. In addition, we have suspended the 401(k) company and matching contributions and required furloughs. However, due to the significant decrease in sales, SG&A as a percent of sales increased despite our cost reductions. During the remainder of 2009, we expect to continue to reduce our SG&A costs through plant consolidations, additional headcount reductions and expense elimination.

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	Year to Date Period Ended
	June 27, 2009		June 28, 2008		Change			%
Research and development expenses (“R&D”)	$	3,061	$	3,497	$	(436	)		-12.5	%

R&D represents approximately 1% of sales in both periods.

	Year to Date Period Ended
	June 27, 2009		June 28, 2008		Change		%
Restructuring expenses	$	4,354	$	1,068	$	3,286		307.7	%

During 2007, we adopted two restructuring programs. The first was intended to improve operational efficiency by reducing headcount, consolidating our operating facilities and relocating manufacturing to lower cost areas (“Altra Plan”). The second was related to the acquisition of TB Wood’s and was intended to reduce duplicative staffing and consolidate facilities (“TB Wood’s Plan”). We recorded approximately $1.1 million in the year to date period ended June 28, 2008 of restructuring expenses for moving and relocation, severance and non-cash asset impairment. There were no costs related to the Altra Plan or the TB Wood’s Plan incurred in 2009.

In March 2009, we adopted a new restructuring plan (“2009 Altra Plan”) to improve the utilization of the manufacturing infrastructure and to realign the business with the current economic conditions. The 2009 Altra Plan will improve operational efficiency by reducing headcount and consolidating certain facilities. During the year to date period ended June 27, 2009, we recorded $2.7 million of restructuring expense related to severance, $0.7 million related to a non-cash impairment charge on a facility in Mt. Pleasant, Michigan that we plan on exiting, $0.6 million related to a non-cash impairment charge on a facility in South Beloit, Illinois that we plan on exiting and $0.3 million of other non-cash charges. We expect to incur between $3.5 million and $4.5 million of additional restructuring charges related to this plan for the remainder of 2009 and between $0.5 million and $1.0 million of additional restructuring charges related to this plan in 2010. We expect costs savings from this plan to be approximately $28.8 million on a annualized basis, and we believe we will see the full savings beginning in 2010. In 2009, we expect to see savings of $20.0 million.

	Year to Date Period Ended
	June 27, 2009		June 28, 2008		Change			%
Interest Expense, net	$	12,589	$	15,154	$	(2,565	)		-16.9	%

Net interest expense decreased due to the lower average outstanding balance of the Senior Secured Notes. In addition, in the second quarter of 2008 we paid a premium of $0.4 million associated with the repurchase of $15.0 million of Senior Secured Notes and wrote-off $0.3 million of deferred financing costs. In the second quarter of 2009, we paid a premium of $0.2 million associated with the pay-down of $5.0 million of Senior Notes, which was offset by the discount of $0.4 million we received with the pay-down of $8.3 million of Senior Secured Notes. We wrote-off $0.2 million of deferred financing costs associated with the pay-down of the debt.

Other post employment benefit plan settlement gain

In March 2009, we reached a new collective bargaining agreement with the union at our Erie, Pennsylvania facility. One of the provisions of the new agreement eliminates benefits that employees were entitled to receive through the existing other post employment benefit plan (“OPEB”). OPEB benefits will no longer be available for retired and active employees. This resulted in an OPEB settlement gain of $1.5 million in the year to date period ended June 27, 2009.

25

	Year to Date Period Ended
	June 27, 2009		June 28, 2008			Change		%
Other non-operating income (loss), net	$	1,619	$	(1,479	)	$	3,098		-209	%

Other non-operating income for both quarters included rental income of $0.3 million for facility rentals under lease agreements which were part of the sale of the Electronics Division. This amount is offset by an adjustment to the assets that had previously been held for sale. During the first quarter of 2009, we reclassified two buildings out of assets held for sale to assets held and used. We recorded a cumulative catch up of depreciation expense of $0.2 million. In addition, during the second quarter of 2009, we sold Saftek Ltd., Inc. In connection with the sale we recorded a $0.2 million loss on the sale. The remaining balance in each period relates to changes in foreign currency, primarily the Great British Pound and Euro.

	Year to Date Period Ended
	June 27, 2009			June 28, 2008			Change			%
Provision for income taxes, continuing operations	$	172		$	10,127		$	(9,955	)		-98.3	%
Provision for income taxes as a % of income (loss) before taxes		97.7	%		35.0	%

The 2009 provision for income taxes as a percentage of income before taxes was 97.2%. The year to date loss produced a tax benefit before discrete items. However, the impact of discrete items, including FIN48 interest and tax rate changes in certain jurisdictions, created an overall tax expense for the six months ended June 27, 2009. Additionally, the company had some tax benefits that were disallowed due to the loss before income taxes in 2009.

Discontinued Operations

On December 31, 2007, the Company completed the divestiture of the TB Wood’s adjustable speed drives business (“Electronics Division”) to Vacon PLC (“Vacon”) for $29.0 million. The decision to sell the Electronics Division was made to allow the Company to continue its strategic focus on its core electro-mechanical power transmission business.

The $0.4 million loss from discontinued operations in the first half of 2008 was comprised of a working capital adjustment, net of taxes.

Liquidity and Capital Resources

Overview

We finance our capital and working capital requirements through a combination of cash flows from operating activities and borrowings under our Senior Revolving Credit Agreement. We expect that our primary ongoing requirements for cash will be for working capital, debt service, capital expenditures, expenditures in connection with restructuring activities and pension plan funding. In the event additional funds are needed, we could borrow additional funds under our Senior Revolving Credit Agreement, attempt to refinance our 9% Senior Secured Notes, or raise capital in equity markets. Presently, we have capacity under our Senior Revolving Credit Agreement to borrow $22.4 million. Of this total capacity, we can borrow up to approximately $9.9 million without being required to comply with any financial covenants under the agreement. In order to refinance the existing 9% Senior Secured Notes, we would incur a pre-payment premium of 4.5% of the principal balance through December 1, 2009, 2.3% through December 1, 2010 and 0% after that date. There can be no assurance however that additional debt financing will be available on commercially acceptable terms, if at all. Similarly, there can be no assurance that equity financing will be available on commercially acceptable terms, if at all.

26

Despite a net loss of $0.3 million in the first six months of 2009, we saw an increase in our cash balance of $11.6 million versus an increase in our cash balance of $2.6 million in the same period in 2008. Our continued focus on working capital management and a decrease in capital expenditures allowed us to continue to generate cash flows from operations. We expect to continue to be able to generate cash flows for the remainder of 2009, despite lower sales and earnings.

Net Cash

	June 27,		December 31,
	2009		2008
	(in thousands)
Cash and cash equivalents	$	63,644	$	52,073

Cash and cash equivalents increased $11.6 million in the year to date period ended June 27, 2009 due to the following:

Net cash provided by operating activities for the year to date period ended June 27, 2009 of $27.8 million resulted mainly from cash provided from the add-back of non-cash depreciation, amortization, stock based compensation, accretion of net debt discount, deferred financing costs, non-cash loss on foreign currency and a fixed asset impairment charge of $16.6 million. In addition, there was a net decrease in working capital of $13.0 million. The decrease in working capital is mainly due to a decrease in inventory of $20.4 million, as a result of our focus on reducing our inventory level throughout the organization. This was offset by a non-cash other post employment benefit plan settlement gain of $1.5 million and our net loss of $0.3 million.

Net cash used in investing activities of $3.8 million for the year to date period ended June 27, 2009 resulted from the purchase of manufacturing equipment.

Net cash used by financing activities of $14.8 million for the year to date period ended June 27, 2009 consisted repurchases of our Senior Notes of $5.0 million and our Senior Secured Notes of $8.3 million, payment on our Senior Revolving Credit Agreement of $1.0 million, payments of capital lease obligations of $0.4 million and $0.2 million of payments on mortgages.

27

Liquidity

	Amounts in millions
	June 27,				December 31,
	2009				2008
Debt:
Senior Revolving Credit Agreement	$	—			$	—
TB Wood’s Credit Agreement		5.0				6.0
Overdraft agreements		—				—
9% Senior Secured Notes		234.3				242.5
11.25% Senior Notes		—				4.7
Variable Rate Demand Revenue Bonds		5.3				5.3
Mortgages		2.1				2.3
Capital leases		2.3				2.6
Total Debt	$	249.0			$	263.4
Cash	$	63.6			$	52.1
Net Debt	$	185.4	57.3	%	$	211.3	62.1	%
Shareholders’ Equity	$	138.4	42.7	%	$	128.9	37.9	%
Total Capitalization	$	323.8	100	%	$	340.2	100	%

As of June 27, 2009, we had approximately $249.0 million of total indebtedness outstanding including capital leases and mortgages. Approximately 98% of our borrowings are fixed rate loans and therefore we do not believe that our vulnerability to interest rate changes is significant.

Our Senior Revolving Credit Agreement provides for senior secured financing of up to $30.0 million, including $10.0 million available for letters of credit through November 30, 2010. As of June 27, 2009, there were no outstanding borrowings, but there were $7.6 million of outstanding letters of credit issued under our Senior Revolving Credit Agreement.

We had $5.0 million of principal borrowings outstanding and $6.1 million of outstanding letters of credit as of June 27, 2009 under the TB Wood’s Revolving Credit Agreement, which is due in 2010.

We made capital expenditures of approximately $3.8 million and $7.6 million in the year to date periods ended June 27, 2009 and June 28, 2008, respectively. These capital expenditures were used to support on-going manufacturing requirements. We expect to have additional capital expenditures of between $2.0 million and $4.0 million for the remainder of 2009.

We have cash funding requirements associated with our pension plan which are estimated to be $0.5 million for the remainder of 2009, $1.5 million for 2010, $1.5 million for 2011, $1.5 million for 2012 and $1.5 million for 2013.

Our ability to make scheduled payments of principal and interest, to fund planned capital expenditures and to meet our pension plan funding obligations will depend on our ability to generate cash in the future. Based on our current level of operations, we believe that cash flow from operations and available cash, together with available borrowings under our Senior Revolving Credit Agreement will be adequate to meet our future liquidity requirements for at least the next two years. However, our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

There can be no assurance that our business will generate sufficient cash flow from operations, that any revenue growth or operating improvements will be realized or that future borrowings will be available under our senior secured credit facility in an amount sufficient to enable us to service our indebtedness, including the notes, or to fund our other liquidity needs. In addition, we cannot assure you that we will be able to refinance any of our indebtedness, including our Senior Revolving Credit Agreement and the notes as they become due. Our ability to access capital in the long term will depend on the availability of capital markets and pricing on commercially reasonable terms, if at all, at the time we are seeking funds. See the Risk factor entitled “Our leverage could adversely affect our financial health and make us vulnerable to adverse economic and industry conditions” in our Annual Report on Form 10-K for the year ended December 31, 2008 for further discussion of the factors that may affect our liquidity. In addition, our ability to borrow funds under our Senior Revolving Credit Agreement will depend on our ability to satisfy the financial and non-financial covenants contained in that facility.

28

Contractual Obligations

As of June 27, 2009, we have paid our Senior Notes in full and have no remaining obligation to pay.

As of June 27, 2009, the remaining principal balance on our Senior Secured Notes was $234.3 million. The balance is due December 1, 2011.

From time to time, we may repurchase our Senior Secured Notes in open market transactions or privately negotiated transactions, subject to certain restrictions in our Senior Revolving Credit Agreement.

In connection with the TB Wood’s acquisition, we assumed the obligation to make payments under $5.3 million of variable rate demand revenue bonds. $3.0 million of these bonds mature in 2024 and $2.3 million mature in 2022. In addition, we refinanced, concurrent with the acquisition, $13.0 million then outstanding under the TB Wood’s Revolving Credit Agreement. As of June 27, 2009, there was $5.0 million outstanding, which is due in 2010.

Altra Industrial’s Senior Revolving Credit Agreement provides for senior secured financing of up to $30.0 million, including $10.0 million available for letters of credit. The Senior Revolving Credit Agreement requires us to comply with a minimum fixed charge coverage ratio of 1.20 for all four quarter periods when availability falls below $12.5 million. Our availability under the Senior Revolving Credit Agreement has never dropped below $12.5 million and we do not believe that it will in the foreseeable future. Our Senior Secured Notes do not contain any financial covenants. As of June 27, 2009, we were in compliance with all financial and non-financial covenants under the Senior Secured Notes, the Senior Revolving Credit Agreement and the TB Wood’s Revolving Credit Agreement.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We have exposure to changes in commodity prices principally related to metals including steel, copper and aluminum. We primarily manage the risk associated with such increases through the use of surcharges or general pricing increases for the related products. We do not engage in the use of financial instruments to hedge our commodities price exposure.

Additional information concerning market risk is contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2008. There were no additional material changes in our exposure to market risk from December 31, 2008.

Item 4. Controls and Procedures

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 27, 2009.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives.

Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting (as defined in Rules 13(a)-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during our fiscal quarter ended June 27, 2009, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

29

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We are, from time to time, party to various legal proceedings arising out of our business. These proceedings primarily involve commercial claims, product liability claims, intellectual property claims, environmental claims, personal injury claims and workers’ compensation claims. We cannot predict the outcome of these lawsuits, legal proceedings and claims with certainty. Nevertheless, we believe that the outcome of any currently existing proceedings, even if determined adversely, would not have a material adverse effect on our business, results of operations, cash flows, or financial condition.

Item 1A. Risk Factors

The reader should carefully consider the Risk Factors described in our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission. Those risk factors described elsewhere in this report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2008 are not the only ones we face, but are considered to be the most material. These risk factors could cause our actual results to differ materially from those stated in forward looking statements contained in this Form 10-Q and elsewhere. All risk factors stated in our Annual Report on Form 10-K for the year ended December 31, 2008 are incorporated herein by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

Our annual meeting of stockholders was held on May 6, 2009. The following matters were voted upon:

Edmund M. Carpenter, Carl R. Christenson, Lyle G. Ganske, Michael L. Hurt, Michael S. Lipscomb, Larry P. McPherson and James H. Woodward, Jr. were elected to serve as Directors of the Company until the 2010 Annual Meeting of Stockholders and until the successors are duly elected and qualified, with the following vote:

	Shares Voted		Shares
	“FOR”		“WITHHELD”		Broker Non-Votes
Edmund M. Carpenter		15,102,149		8,554,290		N/A
Carl R. Christenson		22,343,529		1,312,910		N/A
Lyle G. Ganske		21,609,477		2,046,962		N/A
Michael L. Hurt		21,967,917		1,688,522		N/A
Michael S. Lipscomb		15,102,149		8,554,290		N/A
Larry McPherson		15,365,853		8,290,586		N/A
James H. Woodward		16,574,652		7,081,787		N/A

The stockholders approved the ratification of the Audit Committee’s selection of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2008, with the following vote:

Shares Voted	Shares Voted	Shares
“FOR”	“AGAINST”	“ABSTAINING”	Broker Non-Votes
24,416,417	63,692	14,231	N/A

Item 5. Other Information

None.

30

Item 6. Exhibits

The following exhibits are filed as part of this report:

EXHIBIT INDEX

Exhibit
Number			Description
	3.1	(1)	Second Amended and Restated Certificate of Incorporation of the Registrant.
	3.2	(2)	Second Amended and Restated Bylaws of the Registrant.
	10.1	*	Credit Agreement, dated as of November 30, 2004, among Altra Industrial Motion, Inc. and certain subsidiaries of the Company, as Guarantors, the financial institutions listed therein, as Lenders, and Wells Fargo Bank, as Lead Arranger.
	10.35	*	Credit Agreement, dated as of April 5, 2007, among Altra Industrial Motion, Inc. and certain of its subsidiaries, as Guarantors, the financial institutions listed therein, as Lenders, and Wells Fargo Foothill, Inc., as Arranger and Administrative Agent.
	10.41	(2)	Form of Indemnification Agreement entered into between the Company and the Directors and Certain Officers.
	10.8	*	Labor Agreement, effective as of February 1, 2009, between Warner Electric LLC and United Steelworkers and Local Union No. 3245.
	31.1	*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	**	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	**	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed herewith.
**	Furnished herewith.
(1)	Incorporated by reference to Altra Holdings, Inc.’s Registration Statement on Form S-1, as amended, filed with the Securities and Exchange Commission on December 4, 2006.
(2)	Incorporated by reference to Altra Holdings, Inc.’s Current Report on form 8-K filed on October 27, 2008.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ALTRA HOLDINGS, INC.
August 4, 2009	By:	/s/ Carl R. Christenson
		Name:	Carl R. Christenson
		Title:	President and Chief Executive Officer
August 4, 2009	By:	/s/ Christian Storch
		Name:	Christian Storch
		Title:	Vice President and Chief Financial Officer
August 4, 2009	By:	/s/ Todd B. Patriacca
		Name:	Todd B. Patriacca
		Title:	Vice President of Finance, Assistant Treasurer and Corporate Controller

32

EXHIBIT INDEX

Exhibit
Exhibit			Description
	10.1	*	Credit Agreement, dated as of November 30, 2004, among Altra Industrial Motion, Inc. and certain subsidiaries of the Company, as Guarantors, the financial institutions listed therein, as Lenders, and Wells Fargo Bank, as Lead Arranger.
	10.35	*	Credit Agreement, dated as of April 5, 2007, among Altra Industrial Motion, Inc. and certain of its subsidiaries, as Guarantors, the financial institutions listed therein, as Lenders, and Wells Fargo Foothill, Inc., as Arranger and Administrative Agent.
	10.8	*	Labor Agreement, dated March 28, 2010, between Warner Electric LLC and United Steelworkers and Local Union No. 3245.
	31.1	*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	**	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	**	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed herewith.
**	Furnished herewith.

33

EX-10.1

Exhibit 10.1

EXECUTION COPY

CREDIT AGREEMENT

by and among

ALTRA INDUSTRIAL MOTION, INC.

as Parent,

and

EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO

as Borrowers,

THE LENDERS THAT ARE SIGNATORIES HERETO

as the Lenders,

and

WELLS FARGO FOOTHILL, INC.

as the Arranger and Administrative Agent

Dated as of November 30, 2004

TABLE OF CONTENTS

1. DEFINITIONS AND CONSTRUCTION	1
1.1 Definitions	1
1.2 Accounting Terms	1
1.3 Code	1
1.4 Construction	1
1.5 Schedules and Exhibits	2
2. LOAN AND TERMS OF PAYMENT	2
2.1 Revolver Advances	2
2.2 Intentionally Omitted	2
2.3 Borrowing Procedures and Settlements	2
2.4 Payments	7
2.5 Overadvances	9
2.6 Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations	9
2.7 Cash Management	10
2.8 Crediting Payments	11
2.9 Designated Account	12
2.10 Maintenance of Loan Account; Statements of Obligations	12
2.11 Fees	12
2.12 Letters of Credit	12
2.13 LIBOR Option	15
2.14 Capital Requirements	17
2.15 Joint and Several Liability of Borrowers	17
3. CONDITIONS; TERM OF AGREEMENT	19
3.1 Conditions Precedent to the Initial Extension of Credit	19
3.2 Conditions Precedent to all Extensions of Credit	19
3.3 Term	20
3.4 Effect of Termination	20
3.5 Early Termination by Borrowers	20
3.6 Conditions Subsequent to the Initial Extension of Credit	20

i

4. REPRESENTATIONS AND WARRANTIES	21
4.1 No Encumbrances	21
4.2 Eligible Accounts	22
4.3 Eligible Inventory	22
4.4 Equipment	22
4.5 Location of Inventory and Equipment	22
4.6 Inventory Records	22
4.7 State of Incorporation; Location of Chief Executive Office; Organizational Identification Number; Commercial Tort Claims	22
4.8 Due Organization and Qualification; Restricted Subsidiaries	23
4.9 Due Authorization; No Conflict	23
4.10 Litigation	25
4.11 No Material Adverse Change	25
4.12 Fraudulent Transfer	25
4.13 Employee Compliance	25
4.14 Environmental Condition	26
4.15 Intellectual Property	26
4.16 Leases	26
4.17 Deposit Accounts and Securities Accounts	26
4.18 Complete Disclosure	26
4.19 Indebtedness	27
4.20 Material Contracts	27
5. AFFIRMATIVE COVENANTS	27
5.1 Accounting System	27
5.2 Collateral Reporting	27
5.3 Financial Statements, Reports, Certificates	27
5.4 Intentionally Omitted	27
5.5 Inspection	27

ii

5.6 Maintenance of Properties	27
5.7 Taxes	28
5.8 Insurance	28
5.9 Location of Inventory and Equipment	29
5.10 Compliance with Laws	29
5.11 Leases	29
5.12 Existence	29
5.13 Environmental	29
5.14 Intentionally Omitted	30
5.15 Control Agreements	30
5.16 Formation of Subsidiaries	30
5.17 Real Property	30
5.18 ERISA Compliance	31
6. NEGATIVE COVENANTS	32
6.1 Indebtedness	32
6.2 Liens	33
6.3 Restrictions on Fundamental Changes	33
6.4 Disposal of Assets	34
6.5 Change Name	34
6.6 Nature of Business	34
6.7 Prepayments and Amendments	34
6.8 Intentionally Omitted	34
6.9 Intentionally Omitted	34
6.10 Distributions	35
6.11 Fiscal Year	36
6.12 Investments	36
6.13 Transactions with Affiliates	36
6.14 Use of Proceeds	37
6.15 Intentionally Omitted	37

iii

6.16 Financial Covenants	38
6.17 Acquisition Documents	38
6.18 Indenture Documents	38
6.19 Governing Documents	38
6.20 Real Property Collateral	39
7. EVENTS OF DEFAULT	39
8. THE LENDER GROUP’S RIGHTS AND REMEDIES	41
8.1 Rights and Remedies	41
8.2 Remedies Cumulative	41
9. TAXES AND EXPENSES	42
10. WAIVERS; INDEMNIFICATION	42
10.1 Demand; Protest; etc	42
10.2 The Lender Group’s Liability for Collateral	42
10.3 Indemnification	42
11. NOTICES	43
12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER	44
13. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS	44
13.1 Assignments and Participations	44
13.2 Successors	47
14. AMENDMENTS; WAIVERS	47
14.1 Amendments and Waivers	47
14.2 Replacement of Holdout Lender	48
14.3 No Waivers; Cumulative Remedies	48
15. AGENT; THE LENDER GROUP	48
15.1 Appointment and Authorization of Agent	48
15.2 Delegation of Duties	49
15.3 Liability of Agent	49
15.4 Reliance by Agent	49
15.5 Notice of Default or Event of Default	50

iv

15.6 Credit Decision	50
15.7 Costs and Expenses; Indemnification	50
15.8 Agent in Individual Capacity	51
15.9 Successor Agent	51
15.10 Lender in Individual Capacity	51
15.11 Withholding Taxes	52
15.12 Collateral Matters	54
15.13 Restrictions on Actions by Lenders; Sharing of Payments	55
15.14 Agency for Perfection	55
15.15 Payments by Agent to the Lenders	55
15.16 Concerning the Collateral and Related Loan Documents	55
15.17 Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information	56
15.18 Several Obligations; No Liability	56
15.19 Bank Product Providers	57
16. GENERAL PROVISIONS	57
16.1 Effectiveness	57
16.2 Section Headings	57
16.3 Interpretation	57
16.4 Severability of Provisions	57
16.5 Counterparts; Electronic Execution	57
16.6 Revival and Reinstatement of Obligations	57
16.7 Confidentiality	58
16.8 Integration	58
16.9 Altra Industrial Motion, Inc. as Agent for Borrowers	58

v

EXHIBITS AND SCHEDULES

Exhibit A-1	Form of Assignment and Acceptance
Exhibit B-1	Form of Borrowing Base Certificate
Exhibit C-1	Form of Compliance Certificate
Exhibit L-1	Form of LIBOR Notice
Schedule A-1	Agent’s Account
Schedule C-1	Commitments
Schedule D-1	Designated Account
Schedule P-1	Permitted Holders
Schedule P-2	Permitted Liens
Schedule P-3	Permitted Investments
Schedule R-1	Real Property Collateral
Schedule 1.1	Definitions
Schedule 2.7(a)	Cash Management Banks
Schedule 3.1	Conditions Precedent
Schedule 4.5(a)	Inventory and Equipment Stored with Bailees or Warehousemen
Schedule 4.5(b)	Locations of Inventory and Equipment
Schedule 4.7(a)	States of Organization
Schedule 4.7(b)	Chief Executive Offices
Schedule 4.7(c)	Organizational Identification Numbers
Schedule 4.7(d)	Commercial Tort Claims
Schedule 4.8(b)	Capitalization of Borrowers
Schedule 4.8(c)	Capitalization of Borrowers’ Restricted Subsidiaries
Schedule 4.10	Litigation
Schedule 4.13(a)	ERISA Plans
Schedule 4.14	Environmental Matters
Schedule 4.17	Deposit Accounts and Securities Accounts
Schedule 4.19	Permitted Indebtedness
Schedule 5.2	Collateral Reporting
Schedule 5.3	Financial Statements, Reports, Certificates

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of November 30, 2004, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and ALTRA INDUSTRIAL MOTION, INC., a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (Parent and such Subsidiaries are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).

The parties agree as follows:

1. DEFINITIONS AND CONSTRUCTION.

1.1 Definitions. Capitalized terms used in this Agreement shall have the meanings specified therefor on Schedule 1.1.

1.2 Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. In the event of any change in GAAP that occurs after the date of this Agreement that would affect the calculation or application of the financial or other covenants contained herein, Agent and Borrowers agree to negotiate to amend such financial or other covenants (or the definitions used therein) to eliminate the effect of such change and no Event of Default shall be deemed to exist solely as a result of such change in GAAP during the period prior to the effectiveness of such amendment; provided. that such financial or other covenants shall continue to be calculated in the manner provided immediately prior to such change until such amendment has been executed by Borrowers and the Required Lenders. When used herein, the term “financial statements” shall include the notes and schedules thereto, if any. Whenever the term “Borrowers” or the term “Parent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis unless the context clearly requires otherwise.

1.3 Code. Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein, provided, however, that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 shall govern.

1.4 Construction. Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, and the terms “includes” and “including” are not limiting. The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in the other Loan Documents to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference herein to the satisfaction, payment or repayment in full of the Obligations or the Bank Product Obligations, as the case may be, shall mean the repayment in full in cash (or cash collateralization or the provision of other security in accordance with the terms hereof) of all Obligations other than contingent indemnification Obligations and other than any Bank Product Obligations that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding and are not required to be repaid or cash collateralized pursuant to the provisions of this Agreement. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein or in the other Loan Documents shall be satisfied by the transmission of a Record.

1.5 Schedules and Exhibits. All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

2. LOAN AND TERMS OF PAYMENT.

2.1 Revolver Advances.

(a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender agrees (severally, not jointly or jointly and severally) to make advances (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed such Lender’s Pro Rata Share of an amount equal to the lesser of (i) the Maximum Revolver Amount less the Letter of Credit Usage, or (ii) the Borrowing Base less the Letter of Credit Usage.

(b) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary, against the Borrowing Base, including reserves (i) with respect to (A) sums that Borrowers are required to pay by any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have failed to pay, and (B) amounts owing by Borrowers or their Restricted Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (ii) after the occurrence and during the continuance of an Event of Default, with respect to such other matters as Agent in its Permitted Discretion shall deem necessary or appropriate. In addition to the foregoing and subject to any specific limitations set forth in any other Loan Document, Agent shall have the right to have the Inventory reappraised by a qualified appraisal company selected by Agent from time to time after the Closing Date for the purpose of redetermining the Eligible Inventory portion of the Collateral and, as a result, redetermining the Borrowing Base.

(c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

(d) Notwithstanding anything to the contrary contained herein, Lenders shall not be obligated to make any Advances against any Inventory or Equipment located at any of the locations set forth on Schedule 4.5(a) unless and until Agent shall have received reasonably satisfactory information as to the value of the Inventory and/or Equipment stored at such locations and as to the monthly rent payable in respect of such locations.

2.2 Intentionally Omitted.

2.3 Borrowing Procedures and Settlements.

(a) Procedure for Borrowing. Each Borrowing shall be made by an irrevocable written request by an Authorized Person delivered to Agent. If Swing Lender is obligated to make a Swing Loan pursuant to Section 2.3(b) below, such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day that is the requested Funding Date specifying (i) the amount of such Borrowing, and (ii) the requested Funding Date, which shall be a Business Day; provided, however, that if Swing Lender is not obligated to make a Swing Loan as to a requested Borrowing, such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested Funding Date. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrowers agree that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request.

2

(b) Making of Swing Loans. In the case of a request for an Advance and so long as either (i) the aggregate amount of Swing Loans made since the last Settlement Date plus the amount of the requested Advance does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender, as a Lender, shall make an Advance in the amount of such Borrowing (any such Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and such Advances being referred to collectively as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds to Borrowers’ Designated Account. Each Swing Loan shall be deemed to be an Advance hereunder and shall be subject to all the terms and conditions applicable to other Advances, except that all payments on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender as a Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by the Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Advances that are Base Rate Loans. Notwithstanding the foregoing, after a Swing Loan is made and after settlement of such Swing Loan is effected in accordance with Section 2.3(e), Administrative Borrower shall have the right to request that such Swing Loan be eligible to be a LIBOR Rate Loan by exercising the LIBOR Option in accordance with Section 2.13.

(c) Making of Loans.

(i) In the event that Swing Lender is not obligated to make a Swing Loan, then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Advances, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrower’s Designated Account; provided, however, that, subject to the provisions of Section 2.3(d)(ii), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

(ii) Unless Agent receives notice from a Lender prior to 9:00 a.m. (California time) on the date of a Borrowing, that such Lender will not make available as and when required hereunder to Agent for the account of Borrowers the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrowers on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to Agent in immediately available funds and Agent in such circumstances has made available to Borrowers such amount, that Lender shall on the Business Day following such Funding Date make such amount available to Agent, together with interest at the Defaulting Lender Rate for each day during such period. A notice submitted by Agent to any Lender with respect to amounts owing under this subsection shall be conclusive, absent manifest error. If such amount is so made available, such payment to Agent shall constitute such Lender’s Advance on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Administrative Borrower of such failure to fund and, upon demand by Agent, Borrowers shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Advances composing such Borrowing. The failure of any Lender to make any Advance on any Funding Date shall not relieve any other Lender of any obligation hereunder to make an Advance on such Funding Date, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on any Funding Date.

3

(iii) Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrowers to Agent for the Defaulting Lender’s benefit, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments to each other non-Defaulting Lender member of the Lender Group ratably in accordance with their Commitments (but only to the extent that such Defaulting Lender’s Advance was funded by the other members of the Lender Group) or, if so directed by Administrative Borrower and if no Default or Event of Default had occurred and is continuing (and to the extent such Defaulting Lender’s Advance was not funded by the Lender Group), retain same to be re-advanced to Borrowers as if such Defaulting Lender had made Advances to Borrowers. Subject to the foregoing, Agent may hold and, in its Permitted Discretion, re-lend to Borrowers for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents, such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero. This Section shall remain effective with respect to such Lender until (x) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable, (y) the non-Defaulting Lenders, Agent, and Administrative Borrower shall have waived such Defaulting Lender’s default in writing, or (z) the Defaulting Lender makes its Pro Rata Share of the applicable Advance and pays to Agent all amounts owing by Defaulting Lender in respect thereof. The operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrowers of their duties and obligations hereunder to Agent or to the Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Administrative Borrower at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever; provided however, that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or Borrowers’ rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund.

(d) Protective Advances and Optional Overadvances.

(i) Agent hereby is authorized by Borrowers and the Lenders, from time to time in Agent’s sole discretion, (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Section 3 are not satisfied, to make Advances to Borrowers on behalf of the Lenders that Agent, in its Permitted Discretion deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of repayment of the Obligations, or (3) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees, and expenses described in Section 9 (any of the Advances described in this Section 2.3(d)(i) shall be referred to as “Protective Advances”).

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(ii) Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (A) after giving effect to such Advances, the outstanding Revolver Usage does not exceed the Borrowing Base by more than $6,000,000, and (B) after giving effect to such Advances, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount. In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by the immediately foregoing provisions, regardless of the amount of, or reason for, such excess, Agent shall notify the Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and the Lenders thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrowers to an amount permitted by the foregoing provisions. In such circumstances, if any Lender disagrees over the proposed terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender shall be obligated to settle with Agent as provided in Section 2.3(e) for the amount of such Lender’s Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.3(d)(ii), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses.

(iii) Each Protective Advance and each Overadvance shall be deemed to be an Advance hereunder, except that no Protective Advance or Overadvance shall be eligible to be a LIBOR Rate Loan and all payments on the Protective Advances shall be payable to Agent solely for its own account. The Protective Advances and Overadvances shall be repayable on demand, secured by the Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Advances that are Base Rate Loans. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit any Borrower in any way.

(e) Settlement. It is agreed that each Lender’s funded portion of the Advances is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of any Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Advances, the Swing Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions:

(i) Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent, (1) on behalf of Swing Lender, with respect to each outstanding Swing Loan, (2) for itself, with respect to the outstanding Protective Advances, and (3) with respect to Borrowers’ or their respective Restricted Subsidiaries’ Collections received by Agent, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. (California time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(c)(iii)): (y) if a Lender’s balance of the Advances (including Swing Loans and Protective Advances) exceeds such Lender’s Pro Rata Share of the Advances (including Swing Loans and Protective Advances) as of a Settlement Date, then Agent shall, by no later than

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12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective Advances), and (z) if a Lender’s balance of the Advances (including Swing Loans and Protective Advances) is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans and Protective Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to the Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Protective Advances and, together with the portion of such Swing Loans or Protective Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.

(ii) In determining whether a Lender’s balance of the Advances, Swing Loans, and Protective Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swing Loans, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral. To the extent that a net amount is owed to any such Lender after such application, such net amount shall be distributed by Agent to that Lender as part of such next Settlement.

(iii) Between Settlement Dates, Agent, to the extent no Protective Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Pro Rata Share of the Advances. If, as of any Settlement Date, Collections of Borrowers or their respective Restricted Subsidiaries received by Agent since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders, to be applied to the outstanding Advances of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Protective Advances, and each Lender (subject to the effect of agreements between Agent and individual Lenders) with respect to the Advances other than Swing Loans and Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable.

(f) Notation. Agent shall record on its books the principal amount of the Advances owing to each Lender, including the Swing Loans owing to Swing Lender, and Protective Advances owing to Agent, and the interests therein of each Lender, from time to time and such records shall, absent manifest error, conclusively be presumed to be correct and accurate.

(g) Lenders’ Failure to Perform. All Advances (other than Swing Loans and Protective Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

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2.4 Payments.

(a) Payments by Borrowers.

(i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group and shall be made in immediately available funds, no later than 11:00 a.m. (California time) on the date specified herein. Any payment received by Agent later than 11:00 a.m. (California time), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

(ii) Unless Agent receives notice from Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

(b) Apportionment and Application.

(i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent’s separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the Obligation to which a particular fee relates. Except as provided in Section 2.4(b)(iii), all payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied as follows:

(A) first, ratably to pay any Lender Group Expenses then due to Agent or any of the Lenders under the Loan Documents until paid in full,

(B) second, ratably to pay any fees or premiums then due to Agent (for its separate account, after giving effect to any agreements between Agent and individual Lenders) or any of the Lenders under the Loan Documents until paid in full,

(C) third, to pay interest due in respect of all Protective Advances until paid in full,

(D) fourth, to pay the principal of all Protective Advances until paid in full,

(E) fifth, ratably to pay interest due in respect of the Advances (other than Protective Advances) and the Swing Loans until paid in full,

(F) sixth, to pay the principal of all Swing Loans until paid in full,

(G) seventh, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full,

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(H) eighth, so long as no Event of Default has occurred and is continuing, and at Agent’s election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due and owing by Administrative Borrower or its Subsidiaries in respect of Bank Products, until paid in full,

(I) ninth, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and Lenders, as cash collateral in an amount up to 105% of the Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until the obligations of Borrowers and their respective Restricted Subsidiaries in respect of Bank Products have been paid in full or the cash collateral amount has been exhausted,

(J) tenth, if an Event of Default has occurred and is continuing, to pay any other Obligations and Bank Product Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure the obligations of Borrowers and their respective Restricted Subsidiaries in respect of Bank Products), and

(K) eleventh, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.

(ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e).

(iii) In each instance, so long as no Event of Default has occurred and is continuing, this Section 2.4(b) shall not apply to any payment made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement.

(iv) For purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

(v) In the event of a direct conflict between the priority provisions of this Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.4 shall control and govern.

(c) Mandatory Prepayments.

(i) At any time that an Event of Default has occurred and is continuing, subject to Section 5.8(b), upon the receipt by Parent, any Borrower or any of their respective Subsidiaries of Net Cash Proceeds in connection with the sale or disposition by any Loan Party of property or assets pursuant to clauses (l) or (m) of the definition of Permitted Dispositions, Borrowers shall immediately prepay the outstanding principal of the Advances in an amount equal to 100% of such Net Cash Proceeds.

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(ii) At any time that an Event of Default has occurred and is continuing, upon the sale or issuance by any Loan Party or any of its Restricted Subsidiaries of any shares of Stock, Borrowers shall immediately prepay the outstanding principal of the Advances in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith.

2.5 Overadvances. If, at any time or for any reason, the amount of Obligations owed by Borrowers to the Lender Group pursuant to Section 2.1 or Section 2.12 is greater than any of the limitations set forth in Section 2.1, Section 2.3 or Section 2.12, as applicable (an “Overadvance”), Borrowers immediately shall pay to Agent, in cash, the amount of such excess, which amount shall be used by Agent to reduce the Obligations in accordance with the priorities set forth in Section 2.4(b); provided, however, that if an Overadvance occurs solely as a result of Agent making a change in the criteria used to determine Eligible Accounts, Eligible Finished Goods Inventory or Eligible Raw Materials Inventory, then Borrowers shall have 3 Business Days to pay Agent, in cash, the amount of such excess. In addition, Borrowers hereby promise to pay the Obligations (including principal, interest, fees, costs, and expenses) in Dollars in full as and when due and payable under the terms of this Agreement and the other Loan Documents.

2.6 Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations.

(a) Interest Rates. Except as provided in clause (c) below, all Obligations (except for undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof as follows: (i) if the relevant Obligation is an Advance that is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate Margin, and (ii) otherwise, at a per annum rate equal to the Base Rate plus the Base Rate Margin.

The foregoing notwithstanding, at no time shall any portion of the Obligations bear interest on the Daily Balance thereof at a per annum rate less than 3.75%. To the extent that interest accrued hereunder at the rate set forth herein would be less than the foregoing minimum daily rate, the interest rate chargeable hereunder for such day automatically shall be deemed increased to the minimum rate.

(b) Letter of Credit Fee. Borrowers shall pay Agent (for the ratable benefit of the Lenders, subject to any agreements between Agent and individual Lenders), a Letter of Credit fee (in addition to the charges, commissions, fees, and costs set forth in Section 2.12(e)) which shall accrue at a rate equal to 2.00% per annum times the Daily Balance of the undrawn amount of all outstanding Letters of Credit.

(c) Default Rate. Upon the occurrence and during the continuation of an Event of Default, but solely at the election of Agent or the Required Lenders,

(i) all Obligations (except for undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof at a per annum rate equal to 2 percentage points above the per annum rate otherwise applicable hereunder, and

(ii) the Letter of Credit fee provided for above shall be increased to 2 percentage points above the per annum rate otherwise applicable hereunder.

(d) Payment. Except as provided to the contrary in Section 2.11 or Section 2.13(a), interest, Letter of Credit fees, and all other fees payable hereunder shall be due and payable, in arrears, on the first day of each month during the term hereof. Borrowers hereby authorize Agent, from time to time, without prior notice to Borrowers (except as otherwise specifically provided in any Loan Document), to charge all interest and fees (when due and payable), all Lender Group Expenses (as and when incurred), all charges, commissions, fees, and costs provided for in Section 2.12(e) (as and when accrued or incurred), all fees and costs provided for in Section 2.11 (as and when accrued or incurred), and all other payments as and when due and payable under any Loan Document (including any amounts due and payable to the Bank Product Providers in respect of Bank Products up to the amount of the Bank Product Reserve) to Borrowers’ Loan Account, which amounts thereafter shall constitute Advances hereunder and shall accrue interest at the rate then applicable to Advances hereunder. Any interest not paid when due shall be compounded by being charged to Borrowers’ Loan Account and shall thereafter constitute Advances hereunder and shall accrue interest at the rate then applicable to Advances that are Base Rate Loans hereunder.

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(e) Computation. All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360 day year for the actual number of days elapsed. In the event the Base Rate is changed from time to time hereafter, the rates of interest hereunder based upon the Base Rate automatically and immediately shall be increased or decreased by an amount equal to such change in the Base Rate.

(f) Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

2.7 Cash Management.

(a) Subject to Section 3.6(b), Borrowers shall and shall cause each of their Restricted Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of their and their Restricted Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrowers or their Restricted Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks.

(b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions (each, a “Cash Disposition Instruction”), originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by a Borrower or its Restricted Subsidiary, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, (iii) at any time after which the Agent so instructs such Cash Management Bank (a “Cash Sweep Instruction”), it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account until such time (if any) as Agent notifies it that the Cash Sweep Instruction is terminated pursuant to the last sentence of this Section 2.7(b); and (iv) if clause (iii) is not applicable, then Agent shall direct the Cash Management bank to immediately transfer all such amounts to Borrowers’ Designated Account. Agent may issue a Cash Sweep Instruction or Cash Disposition Instruction only on or after any date that: (x) an Event of Default shall have occurred and be continuing or (y) the Borrowers’ average Excess Availability during any consecutive 30-day period is less than $10,000,000. Agent shall terminate a Cash Sweep Instruction by issuing new instructions to the Cash Management Bank within three (3) Business Days after Borrowers’ average Excess Availability during any consecutive 30-day period exceeds $10,000,000; provided, however, that in no event shall Agent be required to terminate a Cash Sweep Instruction more than three (3) times during any consecutive twelve (12) month period.

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(c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower or its Restricted Subsidiary, as applicable, and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrowers (or their Restricted Subsidiaries, as applicable) shall close any of their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 45 days of notice from Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 75 days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment.

(d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

(e) Notwithstanding anything to the contrary contained herein, Agent acknowledges that the Cash Management Accounts may contain from time to time Trust Funds (as defined below), which, by law, Borrowers and their Subsidiaries are required to collect and remit from time to time but which, pending such remittance, shall be contained or held in the Cash Management Accounts. Upon Agent’s delivery of a Cash Sweep Instruction, Cash Disposition Instruction or any other exercise of control by Agent under a Control Agreement or a Cash Management Agreement, Agent agrees to notify Borrowers and their Subsidiaries of such exercise (which notice may be by delivery of a copy of such Cash Sweep Instruction, if any). Upon receipt of such notice, Borrowers and their Subsidiaries shall send written notice to Agent certifying the type and amount of any Trust Funds contained or held in the Cash Management Accounts. Within 3 Business Days after receipt of such notice by Agent, Agent shall remit the amount of the Trust Funds to Borrowers and their Subsidiaries for payment to the appropriate Person; provided, that, during such 3 Business Day period, Agent shall have the right to ask for further clarification, verification or other supporting documentation with respect to any such type or amount certified by Borrowers or their Subsidiaries as constituting Trust Funds and Agent shall not be required to remit the amount of such Trust Funds so certified unless and until Agent is reasonably satisfied as to such clarification, verification or other supporting documentation. For the purposes of this Agreement, “Trust Funds” means all funds held by Borrowers and their Subsidiaries, as a fiduciary, all taxes required to be collected or withheld (including, without limitation, federal and state withholding taxes (including the employer’s share thereof), taxes owing to any governmental unit thereof, sales, use and excise taxes, customs duties, import duties and independent customs brokers’ charges), other taxes for which Borrowers and their Subsidiaries may become liable, and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements).

2.8 Crediting Payments. The receipt of any payment item by Agent (whether from transfers to Agent by the Cash Management Banks pursuant to the Cash Management Agreements or otherwise) shall not be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds made to the Agent’s Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrowers shall be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if it is received into the Agent’s Account on a Business Day on or before 11:00 a.m. (California time). If any payment item is received into the Agent’s Account on a non-Business Day or after 11:00 a.m. (California time) on a Business Day, it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

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2.9 Designated Account. Agent is authorized to make the Advances, and Issuing Lender is authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, without instructions, if pursuant to Section 2.6(d). Administrative Borrower agrees to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceeds of the Advances requested by Borrowers and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Administrative Borrower, any Advance, Protective Advance, or Swing Loan requested by Borrowers and made by Agent or the Lenders hereunder shall be made to the Designated Account.

2.10 Maintenance of Loan Account; Statements of Obligations. Agent shall maintain an account on its books in the name of Borrowers (the “Loan Account”) on which Borrowers will be charged with all Advances (including Protective Advances and Swing Loans) made by Agent, Swing Lender, or the Lenders to Borrowers or for Borrowers’ account, the Letters of Credit issued by Issuing Lender for Borrowers’ account, and with all other payment Obligations hereunder or under the other Loan Documents, including, accrued interest, fees and expenses, and Lender Group Expenses. In accordance with Section 2.8, the Loan Account will be credited with all payments received by Agent from Borrowers or for Borrowers’ account, including all amounts received in the Agent’s Account from any Cash Management Bank. In accordance with Section 2.6(d), Agent shall render statements regarding the Loan Account to Administrative Borrower, including principal, interest, fees, and including an itemization of all charges and expenses constituting Lender Group Expenses owing, and such statements, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrowers and the Lender Group unless, within 30 days after receipt thereof by Administrative Borrower, Administrative Borrower shall deliver to Agent written objection thereto describing the error or errors contained in any such statements.

2.11 Fees. Borrowers shall pay to Agent, as and when due and payable under the terms of the Fee Letter, the fees set forth in the Fee Letter.

2.12 Letters of Credit.

(a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Wells Fargo) for the account of Borrowers. Each request for the issuance of a Letter of Credit or the amendment, renewal, or extension of any outstanding Letter of Credit shall be made in writing by an Authorized Person and delivered to the Issuing Lender and Agent via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its reasonable discretion and shall specify (i) the amount of such Letter of Credit, (ii) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit. If requested by the Issuing Lender, Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

(i) the Letter of Credit Usage would exceed the Borrowing Base less the outstanding amount of Advances, or

(ii) the Letter of Credit Usage would exceed $10,000,000, or

(iii) the Letter of Credit Usage would exceed the Maximum Revolver Amount less the outstanding amount of Advances.

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Borrowers and the Lender Group acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its reasonable discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender upon receiving written or telephonic notice of such L/C Disbursement by paying to Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, provided, that Administrative Borrower has received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Administrative Borrower prior to such time on such date, then not later than 11:00 a.m., California time, on the Business Day immediately following the day that Administrative Borrower receives such notice, pursuant to the foregoing, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Advances that are Base Rate Loans under Section 2.6. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Agent of any payment from Borrowers pursuant to this paragraph, Agent shall distribute such payment to the Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.12(c) to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as their interests may appear.

(b) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.12(a), each Lender agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers had requested such Advance and Agent shall promptly pay to Issuing Lender the amounts so received by it from the Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Lenders, the Issuing Lender shall be deemed to have granted to each Lender, and each Lender shall be deemed to have purchased, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Lender agrees to pay to Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (a) of this Section, or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Lender acknowledges and agrees that its obligation to deliver to Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share of each L/C Disbursement made by the Issuing Lender pursuant to this Section 2.12(b) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Lender fails to make available to Agent the amount of such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full.

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(c) Each Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Lender Group arising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s account, even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Group under any L/C Undertaking as a result of the Lender Group’s indemnification of any Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group. Each Borrower hereby acknowledges and agrees that neither the Lender Group nor the Issuing Lender shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any Letter of Credit.

(d) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application.

(e) Any and all issuance charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and immediately shall be reimbursable by Borrowers to Agent for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals.

(f) If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer or the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):

(i) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or

(ii) there shall be imposed on the Underlying Issuer or the Lender Group any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto;

and the result of the foregoing is to increase, directly or indirectly, the cost to the Lender Group of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Lender Group, then, and in any such case, Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers shall pay on demand such amounts as Agent may specify to be necessary to compensate the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder. The determination by Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

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2.13 LIBOR Option.

(a) Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto (provided, however, that, subject to the following clauses (ii) and (iii), in the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the occurrence of an Event of Default in consequence of which the Required Lenders or Agent on behalf thereof have elected to accelerate the maturity of all or any portion of the Obligations, or (iii) termination of this Agreement pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

(b) LIBOR Election.

(i) Administrative Borrower may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the LIBOR Option by notifying Agent prior to 11:00 a.m. (California time) at least 3 Business Days prior to the commencement of the proposed Interest Period (the “LIBOR Deadline”). Notice of Administrative Borrower’s election of the LIBOR Option for a permitted portion of the Advances and an Interest Period pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice received by Agent before the LIBOR Deadline, or by telephonic notice received by Agent before the LIBOR Deadline (to be confirmed by delivery to Agent of a LIBOR Notice received by Agent prior to 5:00 p.m. (California time) on the same day). Promptly upon its receipt of each such LIBOR Notice, Agent shall provide a copy thereof to each of the Lenders.

(ii) Each LIBOR Notice shall be irrevocable and binding on Borrowers. In connection with each LIBOR Rate Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense incurred by Agent or any Lender as a result of (A) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (B) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect to Agent or any Lender, be deemed to equal the amount determined by Agent or such Lender to be the excess, if any, of (1) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (2) the amount of interest that would accrue on such principal amount for such period at the interest rate which Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of Agent or a Lender delivered to Administrative Borrower setting forth any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.13 shall be conclusive absent manifest error unless the Administrative Borrower shall object in writing within seven (7) Business Days of receipt thereof, specifying the basis for such objection in detail.

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(iii) Borrowers shall have not more than 5 LIBOR Rate Loans in effect at any given time. Borrowers only may exercise the LIBOR Option for LIBOR Rate Loans of at least $1,000,000 and integral multiples of $500,000 in excess thereof.

(c) Prepayments. Borrowers may prepay LIBOR Rate Loans or convert such Loans to Base Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are so prepaid or converted on any date that is not the last day of the Interest Period applicable thereto, including as a result of any automatic prepayment through the required application by Agent of proceeds of Borrowers’ and their respective Restricted Subsidiaries’ Collections in accordance with Section 2.4(b) or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, each Borrower shall indemnify, defend, and hold Agent and the Lenders and their Participants harmless against any and all Funding Losses in accordance with clause (b)(ii) above.

(d) Special Provisions Applicable to LIBOR Rate.

(i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in tax laws relating to taxes based on income, profits, receipts or capital) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Administrative Borrower and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Administrative Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Administrative Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment accompanied by a certificate of such Lender stating that it is charging such similar increased costs to similarly situated borrowers, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above).

(ii) In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Administrative Borrower and Agent promptly shall transmit the notice to each other Lender and (y) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Base Rate Loans, and (z) Borrowers shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer be unlawful or impractical to do so.

(e) No Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Section shall apply as if each Lender or its Participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans.

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2.14 Capital Requirements. If, after the date hereof, either (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by any Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed in good faith by such Lender to be material and the result is an increase in the cost to any Lender of funding or maintaining any Advances to Borrowers, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods.

2.15 Joint and Several Liability of Borrowers.

(a) Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations.

(b) Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations (including, without limitation, any Obligations arising under this Section 2.15), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them.

(c) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation.

(d) The Obligations of each Borrower under the provisions of this Section 2.15 constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever.

(e) Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Advances or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Agent or Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.15 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 2.15, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.15 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 2.15 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or any Agent or Lender.

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(f) Each Borrower represents and warrants to Agent and Lenders that such Borrower is currently informed of the financial condition of Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of Borrowers’ financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations.

(g) Each Borrower waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Agent’s or such Lender’s rights of subrogation and reimbursement against such Borrower by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise.

(h) Each Borrower waives all rights and defenses that such Borrower may have because the Obligations are secured by Real Property. This means, among other things:

(i) Agent and Lenders may collect from such Borrower without first foreclosing on any Collateral pledged by Borrowers.

(ii) If Agent or any Lender forecloses on any Real Property Collateral pledged by Borrowers:

(A) The amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price.

(B) Agent and Lenders may collect from such Borrower even if Agent or Lenders, by foreclosing on the Real Property Collateral, has destroyed any right such Borrower may have to collect from the other Borrowers.

This is an unconditional and irrevocable waiver of any rights and defenses such Borrower may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure.

(i) The provisions of this Section 2.15 are made for the benefit of Agent, Lenders and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of any such Agent, Lender, successor or assign first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.15 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Agent or Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.15 will forthwith be reinstated in effect, as though such payment had not been made.

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(j) Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Agent or Lenders with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to any Agent or Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor.

(k) Each Borrower hereby agrees that, after the occurrence and during the continuance of any Default or Event of Default, the payment of any amounts due with respect to the indebtedness owing by any Borrower to any other Borrower is hereby subordinated to the prior payment in full in cash of the Obligations. Each Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, sue for or otherwise attempt to collect any indebtedness of any other Borrower owing to such Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee for Agent, and such Borrower shall deliver any such amounts to Agent for application to the Obligations in accordance with Section 2.4(b).

3. CONDITIONS; TERM OF AGREEMENT.

3.1 Conditions Precedent to the Initial Extension of Credit. The obligation of each Lender to make its initial extension of credit provided for hereunder, is subject to the fulfillment, to the satisfaction of Agent and each Lender of each of the conditions precedent set forth on Schedule 3.1 (the making of such initial extension of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent).

3.2 Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) shall be subject to the following conditions precedent:

(a) the representations and warranties contained in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date);

(b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof;

(c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their Affiliates; and

(d) no Material Adverse Change shall have occurred.

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3.3 Term. This Agreement shall continue in full force and effect for a term ending on the fifth anniversary of the date hereof (the “Maturity Date”). The foregoing notwithstanding, the Lender Group, upon the election of the Required Lenders, shall have the right to terminate its obligations under this Agreement immediately and without notice upon the occurrence and during the continuation of an Event of Default.

3.4 Effect of Termination. On the date of termination of this Agreement, all Obligations (including contingent reimbursement obligations of Borrowers with respect to outstanding Letters of Credit) and Bank Product Obligations immediately shall become due and payable without notice or demand and Borrowers agree to (a) either (i) provide cash collateral to be held by Agent for the benefit of those Lenders in an amount equal to 105% of the Letter of Credit Usage, or (ii) cause the original Letters of Credit to be returned to the Issuing Lender, and (b) provide cash collateral or other security reasonably satisfactory to Agent (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent for the benefit of the Bank Product Providers with respect to the Bank Product Obligations). No termination of this Agreement, however, shall relieve or discharge Borrowers or their respective Restricted Subsidiaries of their duties, Obligations, Bank Product Obligations, or covenants hereunder or under any other Loan Document and the Agent’s Liens in the Collateral shall remain in effect until all Obligations and Bank Product Obligations have been paid in full and the Lender Group’s obligations to provide additional credit hereunder have been terminated. When this Agreement has been terminated and all of the Obligations and Bank Product Obligations have been paid in full and the Lender Group’s obligations to provide additional credit under the Loan Documents have been terminated irrevocably, Agent will, at Borrowers’ sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of trademarks, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, the Agent’s Liens and all notices of security interests and liens previously filed by Agent with respect to the Obligations and Bank Product Obligations.

3.5 Early Termination by Borrowers. Borrowers have the option, at any time upon 30 days prior written notice by Administrative Borrower to Agent, to terminate this Agreement by paying to Agent, in cash, the Obligations and the Bank Product Obligations (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral or other security reasonably satisfactory to Agent (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent for the benefit of the Bank Product Providers with respect to the Bank Products Obligations), in full, together with the Applicable Prepayment Premium. If Administrative Borrower has sent a notice of termination pursuant to the provisions of this Section, then, absent an agreement to the contrary contained in any Loan Document, the Commitments shall terminate and Borrowers shall be obligated to repay the Obligations and the Bank Product Obligations (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral or other security reasonably satisfactory to Agent (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent for the benefit of the Bank Product Providers with respect to the Bank Products Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice.

3.6 Conditions Subsequent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):

(a) within 30 days after the Closing Date, Borrowers shall have delivered to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 5.8, the form and substance of which shall be reasonably satisfactory to Agent and its counsel;

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(b) within 45 days after the Closing Date, Borrowers shall deliver to Agent Cash Management Agreements and Control Agreements, in form and substance reasonably satisfactory to Agent;

(c) within 90 days after the Closing Date, Borrowers shall use their commercially reasonable efforts to deliver to Agent Collateral Access Agreements with respect to all leased locations, including, without limitation, the following locations: Niagara International Trade Center, 2221 Niagara Falls Boulevard, Wheatfield, New York; 701 I-85 North, Charlotte, North Carolina; 14 Hayward Street, Quincy, Massachusetts; and 16319 Arthur Street, Cerritos, California (it being understood and agreed that Agent may, in its Permitted Discretion, take a reserve for rent payable in respect of any leased location for which a Collateral Access Agreement is not so obtained);

(d) within 5 days (or, in the case of clause (iv) below, 10 days) after the Closing Date, Borrowers shall deliver to Agent the following certificates representing shares of Stock pledged under the Security Agreement, as well as Stock powers with respect thereto endorsed in blank: (i) Certificate #5 for 65 Common Shares of 3091780 Nova Scotia Company, (ii) Certificate #7 for 65 Common Shares of 3091780 Nova Scotia Company, (iii) Certificate #102 for 10 shares of Kilian Manufacturing Corporation, and (iv) a certificate representing 65% of the Stock of Warner Electric UK Group Ltd.; and

(e) within 60 days after the Closing Date, the following conditions shall have been satisfied with respect to all Real Property Collateral (other than the Real Property Collateral located in the State of New York): (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filings.

4. REPRESENTATIONS AND WARRANTIES.

In order to induce the Lender Group to enter into this Agreement, each Borrower makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects, as of the date hereof, and shall be true, correct, and complete, in all material respects, as of the Closing Date, and at and as of the date of the making of each Advance (or other extension of credit) made thereafter, as though made on and as of the date of such Advance (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement:

4.1 No Encumbrances. Borrowers and their respective Restricted Subsidiaries have good and indefeasible title to, or a valid leasehold interest in, their material personal property assets and good and marketable title to, or a valid leasehold interest in, their Real Property, in each case, free and clear of Liens except for Permitted Liens.

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4.2 Eligible Accounts. As to each Account that is identified by a Borrower as an Eligible Account in a borrowing base report submitted to Agent, such Account is (a) a bona fide existing payment obligation of the applicable Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of Borrowers’ business, (b) owed to Borrowers without any known defenses, disputes, offsets, counterclaims, or rights of cancellation, and (c) not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Accounts.

4.3 Eligible Inventory.

(a) As to each item of Inventory that is identified by a Borrower as Eligible Raw Materials Inventory in a borrowing base report submitted to Agent, such Inventory is not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Raw Materials Inventory.

(b) As to each item of Inventory that is identified by a Borrower as Finished Goods Inventory in a borrowing base report submitted to Agent, such Inventory is (a) to such Borrower’s knowledge, of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Finished Goods Inventory.

4.4 Equipment. Each material item of Equipment of Borrowers and their respective Restricted Subsidiaries is used or held for use in their business and, to such owner’s knowledge, is in good working order, ordinary wear and tear and damage by casualty excepted.

4.5 Location of Inventory and Equipment. The Inventory and Equipment (other than (i) vehicles, (ii) Equipment out for repair, (iii) Equipment and Inventory in transit between locations identified on Schedule 4.5(b), (iv) dies, tools, patterns, molds and similar items maintained with customers in the ordinary course of business, and (v) items of de minimus value) of Borrowers and their respective Restricted Subsidiaries are not stored with a bailee, warehouseman, or similar party (except as identified on Schedule 4.5(a), as such Schedule shall be required to be updated pursuant to the immediately succeeding sentence) and are located only at the locations identified on Schedule 4.5(b) (as such Schedule shall be required to be updated pursuant to the immediately succeeding sentence). Administrative Borrower shall be required to update Schedules 4.5(a) and Schedule 4.5(b) simultaneously with the delivery of quarterly financial statements required pursuant to Section 5.3; provided, that such Schedules shall be required to be updated only with respect to Equipment or Inventory having an aggregate value of $250,000 or greater.

4.6 Inventory Records. Each Borrower keeps correct and accurate records itemizing and describing the type, quality, and quantity of its and its Restricted Subsidiaries’ Inventory and the book value thereof.

4.7 State of Incorporation; Location of Chief Executive Office; Organizational Identification Number; Commercial Tort Claims.

(a) The jurisdiction of organization of Borrowers and each of their respective Restricted Subsidiaries is set forth on Schedule 4.7(a).

(b) The chief executive office of Borrowers and each of their respective Restricted Subsidiaries is located at the address indicated on Schedule 4.7(b) (as such Schedule may be updated pursuant to Section 5.9).

(c) Borrowers’ and each of their respective Restricted Subsidiaries’ organizational identification numbers, if any, are identified on Schedule 4.7(c).

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(d) As of the Closing Date, Borrowers and their respective Restricted Subsidiaries do not hold any commercial tort claims, except as set forth on Schedule 4.7(d).

4.8 Due Organization and Qualification; Restricted Subsidiaries.

(a) Each Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of their organization and qualified to do business in any state where the failure to be so qualified reasonably could be expected to result in a Material Adverse Change.

(b) Set forth on Schedule 4.8(b) is a complete and accurate description of the authorized capital Stock of each Borrower and their respective Restricted Subsidiaries, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.8(b), as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to any shares of each Borrower’s or any of their respective Restricted Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. None of Borrowers or any of their respective Restricted Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital Stock or any security convertible into or exchangeable for any of its capital Stock.

(c) Set forth on Schedule 4.8(c) is a complete and accurate list of each Borrower’s direct and indirect Restricted Subsidiaries, showing, as of the Closing Date, the number and the percentage of the outstanding shares of each class of common and preferred Stock authorized for each of such Restricted Subsidiaries owned directly or indirectly by the applicable Borrower. All of the outstanding capital Stock of each such Restricted Subsidiary has been validly issued and is fully paid and non-assessable.

4.9 Due Authorization; No Conflict.

(a) The execution, delivery, and performance by each Borrower of this Agreement, the other Loan Documents and the Acquisition Documents to which each is a party have been duly authorized by all necessary action on the part of such Borrower.

(b) (i) The execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which it is a party do not (A) violate any material provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any material order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (C) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (D) require any approval or consent of any Person under any material contractual obligation of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect; and (ii) the execution, delivery, and performance by each Borrower of the Acquisition Documents to which it is a party do not (A) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any contractual obligation of any Borrower, (C) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (D) require any approval or consent of any Person under any contractual obligation of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect, which, in each of cases (A), (B), (C) and (D) of this clause (ii), could reasonably be expected to result in a Material Adverse Change.

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(c) (i) Other than the filing of financing statements, and the recordation of the Mortgages, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to which it is a party do not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect; and (ii) other than the filing of financing statements, and the recordation of the Mortgages, the execution, delivery, and performance by each Borrower of the Acquisition Documents to which it is a party do not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect and other than those items which could not reasonably be expected to result in a Material Adverse Change.

(d) (i) This Agreement and the other Loan Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally; and (ii) the Acquisition Documents to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally and except to the extent that the lack of such enforceability could not reasonably be expected to result in a Material Adverse Change.

(e) The Agent’s Liens in the Collateral are validly created, perfected, and first priority Liens to the extent provided for in the other Loan Documents, subject only to Permitted Liens.

(f) (i) The execution, delivery, and performance by each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Guarantor; and (ii) the execution, delivery, and performance by each Guarantor of the Acquisition Documents to which it is a party have been duly authorized by all necessary action on the part of such Guarantor except to the extent that the lack of such authorization could not reasonably be expected to result in a Material Adverse Change.

(g) The execution, delivery, and performance by each Guarantor of the Loan Documents to which it is a party do not (i) violate any material provision of federal, state, or local law or regulation applicable to such Guarantor, the Governing Documents of such Guarantor, or any material order, judgment, or decree of any court or other Governmental Authority binding on such Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of such Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Guarantor, other than Permitted Liens, or (iv) require any approval or consent of any Person under any material contractual obligation of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect.

(h) Other than the filing of financing statements and the recordation of the Mortgages, the execution, delivery, and performance by each Guarantor of the Loan Documents to which such Guarantor is a party do not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect.

(i) (i) The Loan Documents to which each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Guarantor will be the legally valid and binding obligations of such Guarantor, enforceable against such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally; and (ii) the Acquisition Documents to which each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Guarantor will be the legally valid and binding obligations of such Guarantor, enforceable against such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally and except to the extent that the lack of such enforceability could not reasonably be expected to result in a Material Adverse Change.

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4.10 Litigation. Other than those matters disclosed on Schedule 4.10, there are no actions, suits, or proceedings pending or, to the knowledge of each Borrower, threatened against any Borrower or any of its Restricted Subsidiaries that (a) if adversely determined, could result in a Material Adverse Change or (b) relate to this Agreement or any other Loan Documents or any transaction contemplated hereby or thereby.

4.11 No Material Adverse Change. All financial statements relating to Borrowers and their respective Restricted Subsidiaries that have been delivered by Borrowers to the Lender Group have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, Borrowers’ and their respective Restricted Subsidiaries’ financial condition as of the date thereof and results of operations for the period then ended. There has not been a Material Adverse Change with respect to Borrowers and their respective Restricted Subsidiaries since October 1, 2004.

4.12 Fraudulent Transfer.

(a) Each Borrower and each of their respective Restricted Subsidiaries, taken as a whole, is Solvent.

(b) No transfer of property is being made by any Borrower or any of its Restricted Subsidiaries and no obligation is being incurred by any Borrower or any of its Restricted Subsidiaries in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of Borrowers or any of their respective Restricted Subsidiaries.

4.13 Employee Compliance.

(a) Set forth on Schedule 4.13(a) is a complete and accurate list of all Plans that meet the definition of an “employee pension benefit plan” under Section 3(2) of ERISA and that are currently maintained or contributed to by any Borrower, any of their respective Restricted Subsidiaries or any of their respective ERISA Affiliates as of the Closing Date.

(b) each Borrower, their respective Restricted Subsidiaries, and their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the regulations and published interpretations thereunder with respect to each Plan, and have performed all their obligations in all material respects under each Plan.

(c) No ERISA Event has occurred or is reasonably expected to occur.

(d) All liabilities under each Plan are (i) funded to at least the minimum level required by law or, if higher, to the level required by the terms governing the Plans, (ii) insured with a reputable insurance company, (iii) provided for or recognized in the financial statements most recently delivered to Agent pursuant to Section 5.3 hereof to the extent required by GAAP or (iv) estimated in the formal notes to the financial statements most recently delivered to Agent pursuant to Section 5.3 hereof to the extent required by GAAP.

(e) To the best knowledge of each Borrower, there are no circumstances which may give rise to a material liability in relation to any Plan which is not funded, insured, provided for, recognized or estimated in the manner described in subsection (d) above.

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4.14 Environmental Condition. Except as set forth on Schedule 4.14 or disclosed in the Phase I Environmental Site Assessment prepared by URS, and except for matters that would not reasonably be expected to result in the Borrowers or any of their respective Restricted Subsidiaries incurring material liability, (a) to Borrowers’ knowledge, none of Borrowers’ or their respective Restricted Subsidiaries’ properties or assets has ever been used by Borrowers, any of their respective Restricted Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such use, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to Borrowers’ knowledge, none of Borrowers’ nor any of their respective Restricted Subsidiaries’ properties is or has ever been designated or identified pursuant to any environmental protection statute as a site requiring investigation or remediation due to the disposal or release of Hazardous Materials, (c) none of Borrowers nor any of their respective Restricted Subsidiaries have received notice that a Lien arising under any Environmental Law has attached to any revenues of any Borrower or any of its Restricted Subsidiaries or to any Real Property owned or operated by Borrowers or any of their respective Restricted Subsidiaries, and (d) none of Borrowers nor any of their respective Restricted Subsidiaries have received a summons, citation, notice, or directive from the United States Environmental Protection Agency or any other federal or state governmental agency (“Environmental Claim”) concerning any action or omission by any Borrower or any of its Restricted Subsidiaries resulting in the releasing or disposing of Hazardous Materials into the environment other than Environmental Claims that would not reasonably be expected to result in a Material Adverse Change, and there are no material Environmental Claims currently pending against Borrowers or any of their respective Restricted Subsidiaries.

4.15 Intellectual Property. Except for the matters which could not reasonably be expected to result in a Material Adverse Change, each Borrower and each of their respective Restricted Subsidiaries owns, or holds licenses in, all trademarks, trade names, copyrights, patents, patent rights, and licenses that are necessary to the conduct of its business as currently conducted.

4.16 Leases. Except for the matters which could not reasonably be expected to result in a Material Adverse Change, Borrowers and their respective Restricted Subsidiaries enjoy peaceful and undisturbed possession under all leases material to their business and to which they are parties or under which they are operating and all of such material leases are valid and subsisting and no material default by Borrowers or their respective Restricted Subsidiaries exists under any of them except for payments which are the subject of a Permitted Protest.

4.17 Deposit Accounts and Securities Accounts. As of the Closing Date, set forth on Schedule 4.17 is a listing of all of Borrowers’ and their respective Restricted Subsidiaries’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person.

4.18 Complete Disclosure. All factual information furnished by or on behalf of Borrowers or their respective Restricted Subsidiaries with respect to Borrowers or such Restricted Subsidiaries in writing to Agent or any Lender for purposes of or in connection with this Agreement and the other Loan Documents is, when taken as a whole with all other furnished information, true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (when taken as a whole with all other furnished information) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the Projections received by Agent pursuant to clause (t) of Schedule 3.1 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Borrowers’ good faith estimate of their and their respective Restricted Subsidiaries’ future performance for the periods covered thereby (it being understood that the Projections are subject to significant uncertainties and contingencies, many of which are beyond control and that no assurance is or can be given that the Projections will be realized and that actual results may vary from such Projections and such variances may be material).

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4.19 Indebtedness. Set forth on Schedule 4.19 is a true and complete list of all Indebtedness of each Borrower and each of their respective Restricted Subsidiaries outstanding immediately prior to the Closing Date that is to remain outstanding after the Closing Date and such Schedule accurately reflects the aggregate principal amount of such Indebtedness and describes the principal terms thereof.

4.20 Material Contracts. Except for matters which, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change, each Material Contract (a) is in full force and effect and is binding upon and enforceable against each Person that is a party thereto in accordance with its terms, (b) has not been otherwise amended or modified (except as not otherwise prohibited hereby), and (c) is not in default due to the action of any Borrower or any of its Restricted Subsidiaries.

5. AFFIRMATIVE COVENANTS.

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations, Borrowers shall and shall cause each of their respective Restricted Subsidiaries to do all of the following:

5.1 Accounting System. Maintain a system of accounting that enables Borrowers to produce financial statements in accordance with GAAP and maintain records pertaining to the Collateral that contain information as from time to time reasonably may be requested by Agent. Borrowers also shall keep a reporting system that shows all additions, sales, claims, returns, and allowances with respect to their and their respective Restricted Subsidiaries’ sales.

5.2 Collateral Reporting. Provide Agent with each of the reports set forth on Schedule 5.2 at the times specified therein. In addition, each Borrower agrees to cooperate fully with Agent to facilitate and implement, where appropriate, a system of electronic collateral reporting in order to provide electronic reporting of each of the items set forth above.

5.3 Financial Statements, Reports, Certificates. Deliver to Agent each of the financial statements, reports, or other items set forth on Schedule 5.3 at the time specified herein. In addition, Parent agrees that no Restricted Subsidiary of Parent will have a fiscal year different from that of Parent.

5.4 Intentionally Omitted.

5.5 Inspection. Subject to any specific limitations set forth in any other Loan Document, permit Agent and each of its duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees at such reasonable times and intervals as Agent may designate and, so long as no Default or Event of Default exists, with reasonable prior notice to Administrative Borrower.

5.6 Maintenance of Properties. Maintain and preserve all of their properties which are necessary or useful in the proper conduct to their business in good working order and condition, ordinary wear, tear, and casualty excepted (and except where the failure to do so could not be expected to result in a Material Adverse Change), and comply at all times with the provisions of all material leases to which it is a party as lessee (except where the failure to do so could not reasonably be expected to result in a Material Adverse Change), so as to prevent any loss or forfeiture thereof or thereunder.

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5.7 Taxes. Cause all material assessments and taxes, whether real, personal, or otherwise, due or payable by, or imposed, levied, or assessed against Borrowers, their respective Restricted Subsidiaries, or any of their respective assets to be paid in full, before delinquency or before the expiration of any extension period, except to the extent that the validity of such assessment or tax shall be the subject of a Permitted Protest. Borrowers will and will cause their respective Restricted Subsidiaries to make timely payment or deposit of all tax payments and withholding taxes required of them by applicable laws, including those laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, and will, upon request, furnish Agent with proof reasonably satisfactory to Agent indicating that the applicable Borrower or applicable Restricted Subsidiary has made such payments or deposits (except to the extent the subject of a Permitted Protest).

5.8 Insurance.

(a) At Borrowers’ expense, maintain insurance respecting their and their respective Restricted Subsidiaries’ assets wherever located, covering loss or damage by fire, theft, explosion, and all other hazards and risks as ordinarily are insured against by other Persons engaged in the same or similar businesses and in the same geographic area. Borrowers also shall maintain business interruption, public liability, and product liability insurance, as well as insurance against larceny, embezzlement, and criminal misappropriation. All such policies of insurance shall be in such amounts and with such insurance companies as are reasonably satisfactory to Agent. Borrowers shall deliver copies of all such policies to Agent with an endorsement naming Agent as the sole loss payee (under a reasonably satisfactory lender’s loss payable endorsement) or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever.

(b) Administrative Borrower shall give Agent prompt notice of any loss exceeding $500,000 covered by such insurance. So long as no Event of Default has occurred and is continuing, Borrowers shall have the exclusive right to adjust any losses payable under any such insurance policies which are less than $500,000. Following the occurrence and during the continuation of an Event of Default, or in the case of any losses payable under such insurance exceeding $500,000, Agent shall have the exclusive right to adjust any losses payable under any such insurance policies, without any liability to Borrowers whatsoever in respect of such adjustments. Any monies received as payment for any loss under any insurance policy mentioned above (other than liability insurance policies) or as payment of any award or compensation for condemnation or taking by eminent domain, shall be paid over to Agent to be applied at the option of the Required Lenders either to the prepayment of the Obligations or to be disbursed to Administrative Borrower under staged payment terms reasonably satisfactory to the Required Lenders for application to the cost of repairs, replacements, or restorations; provided, however, that, with respect to any such monies in an aggregate amount during any 12 consecutive month period not in excess of $500,000, so long as (A) no Default or Event of Default shall have occurred and is continuing, (B) Borrowers’ Excess Availability is greater than $10,000,000, (C) Administrative Borrower shall have given Agent prior written notice of the intention of Borrowers or their respective Restricted Subsidiaries to apply such monies to the costs of repairs, replacement, or restoration of the property which is the subject of the loss, destruction, or taking by condemnation, (D) the monies are held in a cash collateral account in which Agent has a perfected first-priority security interest, and (E) Borrowers or their respective Restricted Subsidiaries complete such repairs, replacements, or restoration within 360 days after the initial receipt of such monies, Borrowers shall have the option to apply such monies to the costs of repairs, replacement, or restoration of the property which is the subject of the loss, destruction, or taking by condemnation unless and to the extent that such applicable period shall have expired without such repairs, replacements, or restoration being made, in which case, any amounts remaining in the cash collateral account shall be paid to Agent and applied as set forth above.

(c) Borrowers will not, and will not suffer or permit their respective Restricted Subsidiaries to, take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 5.8, unless Agent is included thereon as an additional insured or loss payee under a lender’s loss payable endorsement. Administrative Borrower promptly shall notify Agent whenever such separate insurance is taken out, specifying the insurer thereunder and full particulars as to the policies evidencing the same, and copies of such policies promptly shall be provided to Agent.

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5.9 Location of Inventory and Equipment. Keep Borrowers’ and their respective Restricted Subsidiaries’ Inventory and Equipment (other than (i) vehicles, (ii) Equipment out for repair, (iii) Equipment and Inventory in transit between locations identified on Schedule 4.5(b), (iv) items stored with a bailee, warehouseman, or similar party to the extent disclosed on Schedule 4.5(a), (v) dies, tools, patterns, molds and similar items maintained with customers in the ordinary course of business, and (vi) items of de minimus value) only at the locations identified on Schedule 4.5(b) and their chief executive offices only at the locations identified on Schedule 4.7(b); provided, however, that Administrative Borrower may amend Schedule 4.5(b) or Schedule 4.7(b) so long as (A) with respect to Schedule 4.5(b), such amendment occurs by written notice to Agent in accordance with the last sentence of Section 4.5, and with respect to Schedule 4.7(b), such amendment occurs by written notice to Agent not less than 30 days prior to the date on which such chief executive office is relocated, (B) such new location is within the continental United States, and (C) at the time of such written notification, the applicable Borrower or Restricted Subsidiary (x) with respect to any location at which books and records (other than prior years’ historical records) are maintained or Inventory and/or Equipment having an aggregate value of $2,000,000 or greater is maintained, obtains a Collateral Access Agreement with respect thereto and (y) with respect to any other location, uses its commercially reasonable efforts to provide Agent a Collateral Access Agreement with respect thereto.

5.10 Compliance with Laws. Comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.

5.11 Leases. Except for matters which could not reasonably be expected to result in a Material Adverse Change, pay when due all rents and other amounts payable under any material leases to which any Borrower or any of its Restricted Subsidiaries is a party or by which any Borrower’s or any of their respective Restricted Subsidiaries’ properties and assets are bound, unless such payments are the subject of a Permitted Protest.

5.12 Existence. Except as permitted by Section 6.3 and Section 6.4, at all times preserve and keep in full force and effect each Borrower’s and each of their respective Restricted Subsidiaries’ valid existence and, except to the extent failure to do so could not reasonably be expected to result in a Material Adverse Change, good standing and any rights, franchises, permits, licenses, authorizations, approvals, entitlements and accreditations material to their businesses.

5.13 Environmental.

(a) Keep any property either owned or operated by any Borrower or any of its Restricted Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Agent reasonable documentation of such compliance which Agent reasonably requests, provided that, so long as no Default or Event of Default shall have occurred and be continuing, Agent shall not make such a request more than once per any consecutive 12-month period, (c) promptly notify Agent of any release of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Borrower or any of its Restricted Subsidiaries and take any Remedial Actions required to abate said release or otherwise to come into material compliance with applicable Environmental Law, and (d) promptly, but in any event within 10 Business Days of its receipt thereof, provide Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower or any of its Restricted Subsidiaries, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower or any of its Restricted Subsidiaries which Environmental Action could reasonably be expected to result in any Borrower or any of its Restricted Subsidiaries incurring material liability under Environmental Laws, and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change.

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5.14 Intentionally Omitted.

5.15 Control Agreements. Subject to Section 3.6(b), take all reasonable steps in order for Agent to obtain control in accordance with Sections 8-106, 9-104, 9-105, 9-106, and 9-107 of the Code with respect to (subject to the proviso contained in Section 6.12) all of its Securities Accounts, Deposit Accounts, electronic chattel paper, investment property, and letter of credit rights.

5.16 Formation of Subsidiaries. At the time that any Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date and such Subsidiary is a Restricted Subsidiary, such Borrower or such Guarantor shall (a) cause such new Restricted Subsidiary to provide to Agent a joinder to this Agreement or the Guaranty, as applicable (it being understood and agreed that Agent shall determine, in its Permitted Discretion, whether such new Restricted Subsidiary would become a Borrower or a Guarantor, based primarily on whether such new Restricted Subsidiary would be an operating company that would generate Borrowing Base), and the Security Agreement, together with such other security documents (including Mortgages with respect to any Real Property of such new Restricted Subsidiary, subject to Section 5.17), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Restricted Subsidiary), (b) provide to Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Restricted Subsidiary, in form and substance reasonably satisfactory to Agent, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Notwithstanding the foregoing, if a Subsidiary that is so formed or acquired is a Controlled Foreign Corporation, then clause (a) of the immediately preceding sentence shall not be applicable and, with respect to clause (b) of the immediately preceding sentence, such pledge shall be limited to 65% of the voting power of all classes of capital Stock of such Subsidiary entitled to vote. Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 shall be a Loan Document. Notwithstanding the foregoing, Agent and Lenders shall not be obligated to consent to any such formation or acquisition of a Subsidiary unless such formation or acquisition is otherwise expressly permitted hereunder.

5.17 Real Property. Upon the acquisition of any fee interest in Real Property with a purchase price or Fair Market Value in excess of $500,000 (other than Real Property located in the State of New York or in any other state having substantially similar real estate mortgage taxes), promptly notify Agent of the acquisition of such Real Property and within 60 days (or such longer time as Agent, in its reasonable discretion, may agree) thereafter: (a) grant Agent a first priority Mortgage on such Real Property; (b) deliver mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall pay to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, pay all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) execute and/or deliver to Agent such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filings.

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5.18 ERISA Compliance

(a) Each Borrower shall do, and shall cause each of their respective Restricted Subsidiaries and ERISA Affiliates to do, each of the following: (i) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the IRC and each other applicable federal or state law; (ii) cause each Qualified Plan to maintain its qualified status under Section 401(a) of the IRC; (iii) make all required contributions to each Plan; (iv) ensure that all liabilities under each Plan are (A) funded to at least the minimum level required by law or, if higher, to the level required by the terms governing such Plan; (B) insured with a reputable insurance company; or (C) provided for or recognized in the financial statements most recently delivered to Agent under Section 5.3 (to the extent required by GAAP); and (v) ensure that the contributions or premium payments to or in respect of each Plan are and continue to be promptly paid at no less than the rates required under the rules of such Plan and in accordance with the most recent actuarial advice received in relation to such Plan and applicable law.

(b) Deliver to Agent such certifications or other evidence of compliance with the provisions of Section 4.13 as Agent may from time to time reasonably request.

(c) Promptly notify Agent of each of the following ERISA events affecting any Borrower, any of their respective Restricted Subsidiaries or any ERISA Affiliates (but in no event more than ten (10) days after such event), together with a copy of each notice with respect to such event that may be required to be filed with a Governmental Authority and each notice delivered by a Governmental Authority to any Borrower, any of their respective Restricted Subsidiaries or any ERISA Affiliates with respect to such event:

(i) an ERISA Event;

(ii) the adoption of any new Pension Plan by any Borrower, any of their respective Restricted Subsidiaries or any ERISA Affiliates; or

(iii) except as required under the terms of any collective bargaining agreement, the adoption of any amendment to a Pension Plan, if such amendment will result in a material increase in benefits or unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA).

(d) Promptly deliver to Agent, upon request, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Borrower, any of their respective Restricted Subsidiaries or any ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; (ii) all notices received by any Borrower, any of their respective Restricted Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (iii) such other documents or governmental reports or filings relating to any Plan as Agent shall reasonably request.

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6. NEGATIVE COVENANTS.

Borrowers covenant and agree that, until termination of all of the Commitments and payment in full of the Obligations, Borrowers will not and will not permit any of their respective Restricted Subsidiaries to do any of the following:

6.1 Indebtedness. Create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except:

(a) Indebtedness evidenced by this Agreement and the other Loan Documents, together with Indebtedness owed to Underlying Issuers with respect to Underlying Letters of Credit,

(b) Indebtedness set forth on Schedule 4.19,

(c) Permitted Purchase Money Indebtedness,

(d) refinancings, renewals, or extensions of Indebtedness permitted under clauses (b) and (c) of this Section 6.1 (and continuance or renewal of any Permitted Liens associated therewith) so long as: (i) such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended, (ii) such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions, that, taken as a whole, are materially more burdensome or restrictive to the applicable Borrower, (iii) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Lender Group, taken as a whole, as those that were applicable to the refinanced, renewed, or extended Indebtedness, and (iv) the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended or as otherwise permitted pursuant to Section 6.1,

(e) endorsement of instruments or other payment items for deposit,

(f) Indebtedness consisting of Permitted Investments,

(g) Indebtedness represented by any notes issued pursuant to the Indenture, including any Senior Notes (or any other evidence of indebtedness for borrowed money under the Senior Notes or the Indenture) in an aggregate principal amount not to exceed $165,000,000 (provided, however, that such Indebtedness may exceed $165,000,000 up to $250,000,000 so long as with respect to the incurrence of any such Indebtedness in excess of $165,000,000, both immediately before and immediately after giving effect to any such incurrence, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Borrowers and the Restricted Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 6.16) at any one time outstanding and any Refinancing Indebtedness in respect thereof (whether in whole or in part),

(h) Hedge Agreements entered into in the ordinary course of business and not for speculative purposes;

(i) Indebtedness of a Loan Party to another Loan Party and any Refinancing Indebtedness in respect thereof (whether in whole or in part) so long as such Indebtedness is subject to the Intercompany Subordination Agreement;

(j) Guarantees by a Loan Party of Indebtedness incurred by another Loan Party so long as the incurrence of such Indebtedness is otherwise permitted by the terms hereof;

(k) Permitted Subordinated Indebtedness in an aggregate principal amount not to exceed $75,000,000 and any Refinancing Indebtedness in respect thereof so long as with respect to the incurrence of any such Permitted Subordinated Indebtedness, both immediately before and immediately after giving effect to any such incurrence, the Borrowers and the Restricted Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 6.16;

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(l) Indebtedness (other than for borrowed money) solely to the extent subject to Permitted Liens;

(m) (i) Permitted Acquired Indebtedness and (ii) Indebtedness of any Borrower and the Restricted Subsidiaries owed to the seller of any property acquired in a Permitted Acquisition on an unsecured subordinated basis, which subordination shall be on terms reasonably satisfactory to Agent, in each case, so long as both immediately prior and after giving effect thereto, (x) no Event of Default shall exist or result therefrom, and (y) the Borrowers and the Restricted Subsidiaries will be in pro forma compliance with the covenants set forth in Section 6.16, after giving effect to such Permitted Acquisition and the incurrence or issuance of such Indebtedness;

(n) Indebtedness consisting of promissory notes issued by any Borrower or any Restricted Subsidiary to current or former directors, officers, employees and consultants, their respective estates, spouses or former spouses to finance the purchase or redemption of Stock permitted by Section 6.10;

(o) Indebtedness consisting of obligations of any Borrower or any Restricted Subsidiary under deferred compensation, adjustment of purchase price, earn outs, indemnification or other similar arrangements incurred by such Person in connection with the Acquisition Transactions, Permitted Acquisitions and Permitted Dispositions;

(p) cash management obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements, in each case in connection with cash management and Deposit Accounts and incurred in the ordinary course of business; and

(q) additional Indebtedness of Borrowers and their Restricted Subsidiaries in an aggregate principal amount not to exceed $15,000,000 at any time outstanding solely to the extent that such Indebtedness consists of either (i) Purchase Money Indebtedness or (ii) Indebtedness that is subordinated to the Obligations on terms reasonably satisfactory to Agent.

6.2 Liens. Create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens (including Liens that are replacements of Permitted Liens to the extent that the original Indebtedness is refinanced, renewed, or extended under Section 6.1 and so long as the replacement Liens only encumber those assets that secured the refinanced, renewed, or extended Indebtedness and proceeds thereof or additions or accessions thereto).

6.3 Restrictions on Fundamental Changes. Enter into any merger, consolidation, reorganization, or recapitalization, or liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except that:

(a) any Borrower or any Restricted Subsidiary may merge with (i) any Borrower (including a merger, the purpose of which is to reorganize such Borrower into a new jurisdiction), or (ii) any one or more other Restricted Subsidiaries; provided that a Borrower shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the obligations of such Borrower in a manner reasonably acceptable to Agent;

(b) any Borrower or Restricted Subsidiary may liquidate or dissolve or change its legal form so long as its assets are transferred to (i) in the case of a Borrower, to another Borrower and (ii) in the case of a Restricted Subsidiary, to a Loan Party or any other Restricted Subsidiary;

(c) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Borrower or Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 6.12; provided that the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 5.16;

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(d) the Borrowers and the Restricted Subsidiaries may consummate the Acquisition Transactions; and

(e) so long as no Event of Default exists or would result therefrom, a merger, consolidation, reorganization, recapitalization, liquidation, windup or dissolution, the sole purpose of which is to effect a Disposition permitted pursuant to Section 6.4.

6.4 Disposal of Assets. Other than Permitted Dispositions, convey, sell, lease, license, assign, transfer, or otherwise dispose of (collectively, a “Disposition”) any of the assets of any Borrower or any of its Restricted Subsidiaries.

6.5 Change Name. Change any Borrower’s or any of their respective Restricted Subsidiaries’ name, organizational identification number, jurisdiction of organization, or organizational identity; provided, however, that any Borrower or any of its Restricted Subsidiaries may change its name upon at least 10 days prior written notice by Parent or Administrative Borrower to Agent of such change so long as, (a) at the time of such written notification, such Borrower or such Restricted Subsidiary provides any financing statements necessary to perfect and continue perfected the Agent’s Liens and (b) immediately after such name change, Administrative Borrower provides Agent with evidence of such name change (including copies of any related public filings).

6.6 Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by Borrowers and the Restricted Subsidiaries on the Closing Date other than any businesses reasonably related or ancillary thereto.

6.7 Prepayments and Amendments. Except in connection with a refinancing permitted by Section 6.1,

(a) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Borrower or any Restricted Subsidiary of a Borrower, except (i) Purchase Money Indebtedness, (ii) the Obligations in accordance with this Agreement; (iii) Borrowers may optionally redeem the Senior Notes to the extent permitted by the Indenture so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) Borrowers’ Excess Availability exceeds $10,000,000 after giving effect to any such payment, and (iv) any other Indebtedness (other than Permitted Subordinated Indebtedness) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) Borrowers’ Excess Availability exceeds $10,000,000 after giving effect to any such payment;

(b) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, or

(c) directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning the Senior Notes or any Permitted Subordinated Indebtedness in a manner materially adverse to the interests of the Lender Group other than to consummate a Refinancing Indebtedness in respect thereof.

6.8 Intentionally Omitted.

6.9 Intentionally Omitted.

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6.10 Distributions. Make any distribution or declare or pay any dividends (in cash or other property, other than common Stock) on, or purchase, acquire, redeem, or retire (a “Restricted Payment”) any of Parent’s Stock, of any class, whether now or hereafter outstanding, except as follows:

(a) to pay Holdings to enable it to pay general corporate overhead expenses of Holdings, including franchise taxes and other fees required to maintain the existence of Holdings, insurance premiums and indemnification claims made by directors or officers of Holdings attributable to the ownership or operation of any Loan Party;

(b) (i) so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect thereto, Borrowers shall have Excess Availability of not less than $10,000,000, to pay reasonable fees paid to non-independent members of Holdings’ Board of Directors, (ii) to pay reasonable expenses incurred by non-independent members of Holdings’ Board of Directors, and (iii) to pay reasonable fees paid to and expenses incurred by independent members of Holdings’ Board of Directors, collectively for clauses (i), (ii) and (iii), in an aggregate amount not to exceed $500,000 in any fiscal year;

(c) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) immediately after giving effect thereto, Borrowers shall have Excess Availability of not less than $3,000,000, to permit Holdings to purchase, repurchase, redeem or otherwise acquire shares of capital Stock of any Loan Party from employees, former employees, directors or former directors of such Loan Party (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by such Loan Party’s Board of Directors under which such Persons purchase or sell, or are granted the option to purchase or sell, shares of such Stock; provided, that the aggregate amount of such repurchases and other acquisitions in any calendar year shall not exceed $500,000;

(d) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) immediately after giving effect thereto, Borrowers shall have Excess Availability of not less than $1,000,000, to permit Holdings to pay management fees pursuant to the terms of the Management Agreement; provided, that the aggregate amount of such management fees in any calendar year shall not exceed $1,000,000; provided, further, that in the event the payment of such management fees is restricted based on Excess Availability, such management fees shall continue to accrue, and all accrued but unpaid amounts shall be payable following the increase in Excess Availability above such limitation (after giving effect to any payment of such accrued but unpaid amounts);

(e) Restricted Payments made on the Closing Date to consummate the Acquisition Transactions;

(f) to the extent constituting Restricted Payments, the Borrowers and the Restricted Subsidiaries may enter into transactions expressly permitted by Section 6.4 or Section 6.12;

(g) cashless repurchases of Stock deemed to occur upon exercise of stock options or warrants if such Stock represents a portion of the exercise price of such options or warrants;

(h) to Holdings (or any direct or indirect parent of Holdings) to be used solely to pay federal, state and local income taxes made no earlier than five days prior to the date on which such Person is required to make such payment in an amount not to exceed the aggregate tax liability attributable to Borrowers and their respective Subsidiaries for such calendar year determined as if Borrowers and their respective Subsidiaries were a separate affiliated group (as defined in Section 1504 of the IRC, as amended) filing a consolidated return, or, to the extent applicable, a separate group filing combined or unitary returns, and then only to the extent that any such payments are actually paid by Holdings to governmental entities; and

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(i) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) immediately after giving effect thereto, Borrowers shall have Excess Availability of not less than $10,000,000, other Restricted Payments not to exceed $10,000,000 in the aggregate since the Closing Date; provided that such amount may be increased by an amount equal to amounts available for Restricted Payments pursuant to Section 4.09(iii) of the Indenture.

6.11 Fiscal Year. Modify or change its fiscal year.

6.12 Investments. Except for Permitted Investments, directly or indirectly, make or acquire any Investment, or incur any liabilities (including contingent obligations) for or in connection with any Investment; provided, however, that Borrowers and their respective Restricted Subsidiaries shall not have Permitted Investments (other than in the Cash Management Accounts) in Deposit Accounts or Securities Accounts in an aggregate amount in excess of $50,000 (exclusive of Trust Funds) at any one time unless the applicable Borrower or the applicable Restricted Subsidiary, and the applicable securities intermediary or bank have entered into Control Agreements governing such Permitted Investments in order to perfect (and further establish) the Agent’s Liens in such Permitted Investments. Subject to the foregoing proviso, Borrowers shall not and shall not permit their respective Restricted Subsidiaries to establish or maintain any Deposit Account or Securities Account unless Agent shall have received a Control Agreement in respect of such Deposit Account or Securities Account.

6.13 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any transaction with any Affiliate of any Borrower except for transactions that (a) are in the ordinary course of Borrowers’ business, (b) are upon fair and reasonable terms and (c) are no less favorable to Borrowers or their respective Restricted Subsidiaries, as applicable, than would be obtained in an arm’s length transaction with a non-Affiliate; provided, however, that if any such transaction involves aggregate payments or other property with a Fair Market Value in excess of $2,500,000, it shall be approved by a majority of the members of the Board of Directors of Parent (including a majority of the disinterested members thereof), such approval to be evidenced by board resolutions stating that the Parent’s Board of Directors has determined that such transactions comply with the foregoing provisions, and if any such transaction involves an aggregate Fair Market Value of more than $5,000,000, Parent will, prior to the consummation thereof, obtain a favorable opinion as to the fairness of the financial terms of such transactions or series of related transactions to the applicable Loan Party, from an Independent Financial Advisor and file the same with Agent; provided, further, however, that such restrictions shall not apply to:

(a) transactions exclusively between or among Holdings and its Subsidiaries permitted hereby;

(b) reasonable fees and compensation paid to, and indemnity provided for directors, officers, employees and consultants to Holdings and its Subsidiaries (provided, that to the extent otherwise covered by clauses (b) or (d) of Section 6.10, then such clauses of Section 6.10 shall also apply);

(c) any Permitted Acquisition from a non-Affiliate that is an arm’s length transaction and fails to comply with this Section solely because such a non-Affiliate becomes an Affiliate as a result of such Permitted Acquisition;

(d) transactions otherwise permitted by this Agreement;

(e) any Investment permitted pursuant to Section 6.12;

(f) any sale of the Stock of any Loan Party in exchange for equity contributions from Parent;

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(g) any merger or other transaction with an Affiliate solely for the purpose of reincorporating a Loan Party in another jurisdiction or creating a holding company, to the extent otherwise permitted by this Agreement;

(h) any employment, stock option, stock repurchase, employee benefit compensation, business expense reimbursement, severance, termination or other employment-related agreements, arrangements or plans entered into in good faith by a Loan Party in the ordinary course of business;

(i) sales or purchases of inventory, other products or services to or from any Affiliate of the Borrowers entered into in the ordinary course of business on terms no less favorable to the Borrowers and its Subsidiaries than those that could be obtained at the time of such sale or purchase in arm’s-length dealings with a Person who is not an Affiliate;

(j) any agreement in effect as of the Closing Date or any transaction contemplated thereby and any amendment thereto so long as any such amendment or replacement agreement is not more disadvantageous to Borrowers or the Restricted Subsidiaries in any material respect than the original agreement as in effect on the Closing Date; and

(k) the Management Agreement.

6.14 Use of Proceeds. Use the proceeds of the Advances for any purpose other than (a) on the Closing Date, to pay transactional fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby and to backstop or replace Letters of Credit, and (b) thereafter, consistent with the terms and conditions hereof, to finance ongoing working capital, capital expenditure, and general corporate needs of Borrowers, including Permitted Acquisitions, and for its lawful and permitted purposes.

6.15 Intentionally Omitted.

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6.16 Financial Covenants.

(a) Fixed Charge Coverage Ratio. Fail to maintain or achieve a Fixed Charge Coverage Ratio, measured on a fiscal quarter-end basis, of at least the required amount set forth in the following table for the “Applicable Period” set forth opposite thereto; provided, however, that, with respect to any “Applicable Period”, if daily average Excess Availability was at least $12,500,000 during the 30 day period immediately preceding the applicable date of determination and on the applicable date of determination, then the foregoing covenant shall not apply for such applicable period:

Applicable Ratio	Applicable Period
1.05:1.0	For the 4 quarter period ending March 31, 2005
1.10:1.0	For the 4 quarter period ending June 30, 2005
1.10:1.0	For the 4 quarter period ending September 30, 2005
1.10:1.0	For the 4 quarter period ending December 31, 2005
1.20:1.0	For the 4 quarter period ending each fiscal quarter thereafter

(b) Capital Expenditures. Make Capital Expenditures in any fiscal year in excess of the amount set forth in the following table for the applicable period:

Applicable Amount		Applicable Period
$	7,900,000	fiscal year 2005
$	8,200,000	fiscal year 2006
$	8,300,000	fiscal year 2007
$	8,500,000	fiscal year 2008
$	8,800,000	fiscal year 2009 and each fiscal year thereafter

provided, however, that up to 75% of the difference between the amount of Capital Expenditure that may be made in any fiscal year and the amount of Capital Expenditures actually made in such fiscal year, may be made in the immediately succeeding fiscal year; provided further, however, that with respect to any Permitted Acquisitions, the “Applicable Amount” for the “Applicable Period” in which such Permitted Acquisition is consummated shall be increased by an amount equal to the product of (a) 1.25 times (b) the average amount per year of Capital Expenditures made by such acquired Person during the immediately preceding three (3) year period.

6.17 Acquisition Documents. Amend, modify or waive in any way materially adverse to the Lender Group, any term or provision of the Acquisition Documents.

6.18 Indenture Documents. Amend, modify or waive in any way materially adverse to the Lender Group, any term or provision of the Indenture Documents.

6.19 Governing Documents. Amend, modify or waive in any way materially adverse to the Lender Group, any term or provision of any Governing Document of any Borrower or Guarantor.

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6.20 Real Property Collateral. Without in any manner limiting Section 6.2, execute and deliver a mortgage with respect to any Real Property located in the State of New York or any other Real Property for which Borrowers and their Restricted Subsidiaries are not required to grant a Mortgage pursuant to Section 5.17, except (a) in favor of Agent or (b) if the Agent has been, or will simultaneously be, granted a first priority mortgage with respect thereto, in favor of the Trustee as a second priority mortgage to the extent permitted by the Intercreditor Agreement.

7. EVENTS OF DEFAULT.

Any one or more of the following events shall constitute an event of default (each, an “Event of Default”) under this Agreement:

7.1 If Borrowers fail to pay when due and payable, or when declared due and payable, (a) all or any portion of the Obligations consisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion thereof constituting principal) constituting Obligations (including any portion thereof that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), and such failure continues for a period of 3 Business Days, or (b) all or any portion of the principal of the Obligations);

7.2 If any Borrower or any of its Restricted Subsidiaries

(a) fails to perform or observe any covenant or other agreement contained in any of Sections 5.5, 5.8, 5.12 (as to existence), and 6.1 through 6.20 of this Agreement or Section 6 of the Security Agreement;

(b) fails to perform or observe any covenant or other agreement contained in any of Sections 2.7, 5.2, and 5.3 of this Agreement and such failure continues for a period of 3 Business Days after written notice thereof is given to Administrative Borrower by Agent;

(c) fails to perform or observe any covenant or other agreement contained in any of Sections 5.6, 5.7, 5.9, 5.15, 5.16, and 5.17 of this Agreement and such failure continues for a period of 10 Business Days after written notice thereof is given to Administrative Borrower by Agent; or

(d) fails to perform or observe any covenant or other agreement contained in this Agreement, or in any of the other Loan Documents; in each case, other than any such covenant or agreement that is the subject of another provision of this Section 7 (in which event such other provision of this Section 7 shall govern), and such failure continues for a period of 20 Business Days after written notice thereof is given to Administrative Borrower by Agent;

7.3 If any of any Borrower’s or any of its Restricted Subsidiaries’ assets with an individual fair market value of $1,000,000 or more or assets with an aggregate fair market value of $3,000,000 or more is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes into the possession of any third Person and the same is not discharged before the earlier of 30 days after the date it first arises or 5 days prior to the date on which such property or asset is subject to forfeiture by such Borrower or the applicable Restricted Subsidiary;

7.4 If an Insolvency Proceeding is commenced by any Borrower or any of its Restricted Subsidiaries;

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7.5 If an Insolvency Proceeding is commenced against any Borrower or any of its Restricted Subsidiaries, and any of the following events occur: (a) the applicable Borrower or Restricted Subsidiary consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within 60 calendar days of the date of the filing thereof, (d) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, any Borrower or any such Restricted Subsidiary, or (e) an order for relief shall have been issued or entered therein;

7.6 If any Borrower or any of its Restricted Subsidiaries is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of its business affairs;

7.7 If one or more judgments, orders, or awards involving an individual amount of $1,000,000 or more or an aggregate amount of $3,000,000, or more (except to the extent fully covered by insurance pursuant to which the insurer has accepted liability therefor in writing) shall be entered or filed against any Borrower or any of its Restricted Subsidiaries or with respect to any of their respective assets, and the same is not released, discharged, bonded against, or stayed pending appeal before 30 days after the date it first arises;

7.8 If there is a default in one or more agreements to which any Borrower or any of its Restricted Subsidiaries is a party with one or more third Persons relative to Indebtedness of any Borrower or any of its Restricted Subsidiaries involving an aggregate amount of $3,000,000 or more, and (a) such default (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by such third Person(s), irrespective of whether exercised, to accelerate the maturity of the applicable Borrower’s or Restricted Subsidiary’s obligations thereunder, or (b) or any such Indebtedness obligations shall be required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), prior to the stated maturity thereof;

7.9 If any warranty, representation, statement, or Record made herein or in any other Loan Document or delivered to Agent or any Lender in connection with this Agreement or any other Loan Document proves to be untrue in any material respect as of the date of issuance or making or deemed making thereof;

7.10 If the obligation of any Guarantor under the Guaranty is limited or terminated by operation of law or by such Guarantor or any such Guarantor becomes the subject of an Insolvency Proceeding;

7.11 If the Security Agreement or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease to create a valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority Lien on or security interest in the Collateral covered hereby or thereby, except as permitted under this Agreement;

7.12 Any provision of any Loan Document shall at any time for any reason be declared to be null and void, or the validity or enforceability thereof shall be contested by any Borrower or any of its Restricted Subsidiaries, or a proceeding shall be commenced by any Borrower or any of its Restricted Subsidiaries, or by any Governmental Authority having jurisdiction over any Borrower or any of its Restricted Subsidiaries, seeking to establish the invalidity or unenforceability thereof, or any Borrower or any of its Restricted Subsidiaries shall deny that it has any liability or obligation purported to be created under any Loan Document;

7.13 If any Change of Control shall have occurred;

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7.14 If (a) there shall occur and be continuing any “Event of Default” (or any comparable term) under, and as defined in any Indenture Document, (b) any of the Obligations for any reason shall cease to be “Credit Agreement Secured Obligations” (or any comparable terms) under, and as defined in the Intercreditor Agreement, (c) any Indebtedness other than the Obligations shall constitute “Credit Agreement Senior Obligations” (or any comparable term) under, and as defined in, any Intercreditor Agreement or any other document evidencing or governing any Indebtedness that has been contractually subordinated in right of payment to the Obligations, except as expressly permitted by this Agreement, (d) any holder of any Senior Note shall fail to perform or comply with any of the subordination provisions of the documents evidencing or governing such Indebtedness, or (e) the subordination provisions of the Intercreditor Agreement shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of such Indebtedness; or

7.15 If there occurs one or more ERISA Events which results in or otherwise is associated with liability of any Borrower, any of its Restricted Subsidiaries, or any of their respective ERISA Affiliates in excess of $3,000,000 in the aggregate during the term of this Agreement.

8. THE LENDER GROUP’S RIGHTS AND REMEDIES.

8.1 Rights and Remedies. Upon the occurrence, and during the continuation, of an Event of Default, the Required Lenders (at their election but without notice of their election and without demand) may authorize and instruct Agent to do any one or more of the following on behalf of the Lender Group (and Agent, acting upon the instructions of the Required Lenders, shall do the same on behalf of the Lender Group), all of which are authorized by Borrowers:

(a) Declare all or any portion of the Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable;

(b) Cease or restrict advancing money or extending credit to or for the benefit of Borrowers under this Agreement, under any of the Loan Documents, or under any other agreement between Borrowers and the Lender Group;

(c) Terminate this Agreement and any of the other Loan Documents as to any future liability or obligation of the Lender Group, but without affecting any of the Agent’s Liens in the Collateral and without affecting the Obligations; and

(d) The Lender Group shall have all other rights and remedies available at law or in equity or pursuant to any other Loan Document.

The foregoing to the contrary notwithstanding, upon the occurrence of any Event of Default described in Section 7.4 or Section 7.5, in addition to the remedies set forth above, without any notice to Borrowers or any other Person or any act by the Lender Group, the Commitments shall automatically terminate and the Obligations then outstanding, together with all accrued and unpaid interest thereon and all fees and all other amounts due under this Agreement and the other Loan Documents, shall automatically and immediately become due and payable, without presentment, demand, protest, or notice of any kind, all of which are expressly waived by Borrowers.

8.2 Remedies Cumulative. The rights and remedies of the Lender Group under this Agreement, the other Loan Documents, and all other agreements shall be cumulative. The Lender Group shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed an election, and no waiver by the Lender Group of any Event of Default shall be deemed a continuing waiver. No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it.

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9. TAXES AND EXPENSES.

If any Borrower or any of its Restricted Subsidiaries fails to pay any monies (whether taxes, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leases) due to third Persons, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Agent, in its sole discretion and without prior notice to such Person, may do any or all of the following: (a) except for payments which are the subject of a Permitted Protest, make payment of the same or any part thereof, (b) set up such reserves against the Borrowing Base or the Maximum Revolver Amount as Agent deems necessary in its Permitted Discretion to protect the Lender Group from the exposure created by such failure, or (c) in the case of the failure to comply with Section 5.8 hereof, obtain and maintain insurance policies of the type described in Section 5.8 and take any action with respect to such policies as Agent deems prudent in its Permitted Discretion. Any such amounts paid by Agent shall constitute Lender Group Expenses and any such payments shall not constitute an agreement by the Lender Group to make similar payments in the future or a waiver by the Lender Group of any Event of Default under this Agreement. Except in connection with payments made by Agent pursuant to clause (a) above, Agent need not inquire as to, or contest the validity of, any such expense, tax, or Lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing.

10. WAIVERS; INDEMNIFICATION.

10.1 Demand; Protest; etc. Each Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at any time held by the Lender Group on which any Borrower may in any way be liable.

10.2 The Lender Group’s Liability for Collateral. Each Borrower hereby agrees that: (a) so long as Agent complies with its obligations, if any, under the Code, the Lender Group shall not in any way or manner be liable or responsible for: (i) the safekeeping of the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by Borrowers.

10.3 Indemnification. Each Borrower shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons, and each Participant (each, an “Indemnified Person”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties and damages, and all reasonable fees and disbursements of attorneys, experts and consultants and other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution, delivery, enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of Borrowers’ and their respective Restricted Subsidiaries’ compliance with the terms of the Loan Documents, (b) with respect to any investigation, litigation, or proceeding related to this Agreement, any other Loan Document, or the use of the proceeds of the credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and (c) in connection with or arising out of any presence or release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by any Borrower or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities and Costs or Remedial Actions related in any way to any such assets or properties of any Borrower or any of its Subsidiaries (all the foregoing, collectively, the “Indemnified Liabilities”) provided, however, that any claim with respect to taxes should be governed solely by Section 15.11. The foregoing to the contrary notwithstanding, Borrowers shall have no obligation to any Indemnified Person under this Section 10.3 with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person. This provision shall survive the termination of this Agreement and the repayment of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrowers were required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrowers with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

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11. NOTICES.

Unless otherwise provided in this Agreement, all notices or demands by Borrowers or Agent to the other relating to this Agreement or any other Loan Document shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as Parent, Administrative Borrower or Agent, as applicable, may designate to each other in accordance herewith), or telefacsimile to Borrowers in care of Administrative Borrower or to Agent, as the case may be, at its address set forth below:

If to Parent of Administrative Borrower:	ALTRA INDUSTRIAL MOTION, INC.
	14 Hayward St.
	Quincy, Massachusetts 02171
	Attn: Michael L. Hurt
	Fax No.: (617) 689-6202
with copies to:	GENSTAR CAPITAL, L.P.
	Four Embarcadero Center
	Suite 1900
	San Francisco, CA 94111
	Attn: Darren J. Gold
	Fax No.: (415) 834-2383
	and
	WEIL, GOTSHAL & MANGES LLP
	200 Crescent Court, Suite 300
	Dallas, Texas 75201
	Attn: Angela L. Fontana, Esq.
	Fax No.: (214) 746-7777
If to Agent:	WELLS FARGO FOOTHILL, INC.
	One Boston Place
	Boston, Massachusetts 02108
	Attn: Business Finance Manager
	Fax No.: (617) 523-5839
with copies to:	MORRISON & FOERSTER LLP
	1290 Avenue of the Americas, 40th Floor
	New York, New York 10104-0050
	Attn: Mark B. Joachim, Esq.
	Fax No.: (212) 468-7900

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Agent and Borrowers may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other party. All notices or demands sent in accordance with this Section 11, other than notices by Agent in connection with enforcement rights against the Collateral under the provisions of the Code, shall be deemed received on the earlier of the date of actual receipt or 3 Business Days after the deposit thereof in the mail or, where permitted by law, transmitted by telefacsimile or any other method set forth above.

12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

(a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12(b) .

(c) EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

13. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.

13.1 Assignments and Participations.

(a) Any Lender may assign and delegate to one or more assignees (each an “Assignee”) that are Eligible Transferees all, or any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance, and (iii) the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500. Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be required and the Assignee need not be an Eligible Transferee if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender.

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(b) From and after the date that Agent notifies the assigning Lender (with a copy to Administrative Borrower) that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee and the satisfaction of the other conditions in Section 13.1(a), (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 10.3 hereof) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Borrowers and the Assignee; provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Article 16 and Section 16.7 of this Agreement.

(c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by Borrowers of any of their obligations under this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(d) Immediately upon Agent’s receipt of the required processing fee payment and the fully executed Assignment and Acceptance and the satisfaction of the other conditions in Section 13.1(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto.

(e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a “Participant”) participating interests in all or any portion of its Obligations, the Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Originating Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to

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the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collections of Borrowers or their respective Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves.

(f) In connection with any such assignment or participation or proposed assignment or participation, a Lender may, subject to the provisions of Section 16.7, disclose all documents and information which it now or hereafter may have relating to Borrowers and their respective Restricted Subsidiaries and their respective businesses.

(g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR § 203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

(h) Agent (on behalf of Borrowers) shall maintain, or cause to be maintained, a register (the “Register”) on which it enters the name of a Lender as the registered owner of each Advance held by such Lender. Other than in connection with an assignment by a Lender of all or any portion of its Commitment to an Affiliate of such Lender (i) a Registered Loan may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register and (ii) any assignment or sale of all or part of such Registered Loan may be effected only by registration of such assignment or sale on the Register, together with the surrender of any note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such note, if any, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan, Borrowers shall treat the Person in whose name such Loan is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of any assignment by a Lender of all or any portion of its Commitment to an Affiliate of such Lender, and which assignment is not recorded in the Register, the assigning Lender, on behalf of Borrowers, shall maintain a register comparable to the Register.

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13.2 Successors. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, however, that Borrowers may not assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall release any Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder and thereunder pursuant to Section 13.1 hereof and, except as expressly required pursuant to Section 13.1 hereof, no consent or approval by any Borrower is required in connection with any such assignment.

14. AMENDMENTS; WAIVERS.

14.1 Amendments and Waivers. No amendment or waiver of any provision of this Agreement or any other Loan Document (other than Bank Product Agreements), and no consent with respect to any departure by Borrowers or any of their respective Restricted Subsidiaries therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and Administrative Borrower (on behalf of all Loan Parties) and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders affected thereby and Administrative Borrower (on behalf of all Loan Parties), do any of the following:

(a) increase or extend any Commitment of any Lender,

(b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,

(c) reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document,

(d) change the Pro Rata Share that is required to take any action hereunder,

(e) amend or modify this Section or any provision of this Agreement providing for consent or other action by all Lenders,

(f) other than as permitted by Section 15.12, release Agent’s Lien in and to any of the Collateral,

(g) change the definition of “Required Lenders” or “Pro Rata Share”,

(h) contractually subordinate any of the Agent’s Liens,

(i) release any Borrower or any Guarantor from any obligation for the payment of money,

(j) change the definition of Borrowing Base or the definitions of Eligible Accounts, Eligible Inventory, Maximum Revolver Amount, or change Section 2.1(b), or

(k) amend any of the provisions of Section 15.

and, provided further, however, that no amendment, waiver or consent shall, unless in writing and signed by Agent, Issuing Lender, or Swing Lender, as applicable, affect the rights or duties of Agent, Issuing Lender, or Swing Lender, as applicable, under this Agreement or any other Loan Document. The foregoing notwithstanding, any amendment, modification, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of Borrowers, shall not require consent by or the agreement of Borrowers.

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14.2 Replacement of Holdout Lender.

(a) If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given.

(b) Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 13.1 . Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

14.3 No Waivers; Cumulative Remedies. No failure by Agent or any Lender to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by Agent or any Lender on any occasion shall affect or diminish Agent’s and each Lender’s rights thereafter to require strict performance by Borrowers or any of their respective Restricted Subsidiaries of any provision of this Agreement. Agent’s and each Lender’s rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy that Agent or any Lender may have.

15. AGENT; THE LENDER GROUP.

15.1 Appointment and Authorization of Agent. Each Lender hereby designates and appoints WFF as its representative under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as such on the express conditions contained in this Section 15. The provisions of this Section 15 (other than the proviso to Section 15.11(a) ) are solely for the benefit of Agent, and the Lenders, and Borrowers and their respective Restricted Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent; it being expressly understood and agreed that the use of the word “Agent” is for convenience only, that WFF is merely the representative of the Lenders, and only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall have and

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may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with the Loan Documents and its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Borrowers and their respective Restricted Subsidiaries, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Advances, for itself or on behalf of Lenders as provided in the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrowers and their respective Restricted Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of Borrowers and their respective Restricted Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to the Loan Parties, the Obligations, the Collateral, the Collections of Borrowers and their respective Restricted Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

15.2 Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

15.3 Liability of Agent. None of the Agent-Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by any Borrower or any Subsidiary or Affiliate of any Borrower, or any officer or director thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the books and records or properties of Borrowers or the books or records or properties of any of Borrowers’ Subsidiaries or Affiliates.

15.4 Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrowers or counsel to any Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice of legal counsel and until such advice is received, Agent shall act, or refrain from acting, as it deems reasonably advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the requisite Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

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15.5 Notice of Default or Event of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 8; provided, however, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

15.6 Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrowers and their respective Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrowers and any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrowers. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrowers and any other Person party to a Loan Document. Except for notices, reports, and other documents expressly herein required to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrowers and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons.

15.7 Costs and Expenses; Indemnification. Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the Collections of Borrowers and their respective Restricted Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrowers and their respective Restricted Subsidiaries received by Agent, each Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrowers and without

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limiting the obligation of Borrowers to do so), according to their Pro Rata Shares, from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in failing to make an Advance or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s Pro Rata Share of any costs or out of pocket expenses (including reasonable attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein or therein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

15.8 Agent in Individual Capacity. WFF and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in, and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Borrowers and their respective Subsidiaries and Affiliates and any other Person party to any Loan Documents as though WFF were not Agent hereunder, and, in each case, without notice to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge that, pursuant to such activities, WFF or its Affiliates may receive information regarding Borrowers or their respective Affiliates and any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Borrowers or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver Agent will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to them. The terms “Lender” and “Lenders” include WFF in its individual capacity.

15.9 Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term “Agent” shall mean such successor Agent and the retiring Agent’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

15.10 Lender in Individual Capacity. Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with Borrowers and their respective Subsidiaries and Affiliates and any other Person party to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge that, pursuant to such activities, such Lender and its respective Affiliates may receive information regarding Borrowers or their Affiliates and any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Borrowers or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver such Lender will use its reasonable best efforts to obtain), such Lender shall not be under any obligation to provide such information to them. With respect to the Swing Loans and Protective Advances, Swing Lender shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the sub-agent of Agent.

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15.11 Withholding Taxes.

(a) All payments made by any Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, except as provided in this Section, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes, and in the event any deduction or withholding of Taxes is required, each Borrower shall comply with the penultimate sentence of this Section 15.11(a). “Taxes” shall mean, any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding (i) any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein measured by or based on the net income, capital, receipts or profits of any Lender, (ii) franchise or similar taxes, (iii) any non-United States taxes imposed by the jurisdictions under the laws of which the Lender or Agent, as the case may be, is organized, conducts business or has a present or former connection (other than by reason of the transactions contemplated hereby or by the other Loan Documents), or any political subdivision thereof, in effect on the Closing Date (or, in the case of (A) an Assignee, the date of the Assignment and Acceptance, (B) a successor Lender, the date such successor Lender becomes a Lender hereunder and (C) a successor Agent, the date of the appointment of such Agent) applicable to such Lender or Agent, as the case may be, but not excluding any United States withholding tax payable with respect to interest arising under any Loan Document as a result of any change in such laws occurring after the Closing Date (or the date of such Assignment and Acceptance, the date such successor Lender becomes a Lender or the date of the appointment of such Agent), (iv) any taxes that are attributable to such Lender’s or Agent’s failure to comply with the requirements of Section 15.11(b) and (v) all liabilities, penalties and interest with respect to any of the forgoing excluded taxes) and all interest, penalties or similar liabilities with respect thereto. If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 15.11(a) after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrowers shall not be required to increase any such amounts if the increase in such amount payable results from Agent’s or such Lender’s own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). Each Borrower will furnish to Agent as promptly as is commercially reasonable after the date the payment of any Tax is due pursuant to applicable law certified copies of any tax receipts provided by the taxing authority evidencing such payment by any Borrower.

(b) (i) Each Lender, Assignee, successor Lender, Agent or successor Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the IRC (each, a “Foreign Lender”) shall deliver to the Administrative Borrower and Agent, on or prior to the date which is fifteen (15) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed, properly completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by a Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by a Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or such other evidence reasonably satisfactory to Administrative Borrower and Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States withholding tax, including any exemption pursuant to Section 881(c) of the IRC, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the IRC, a certificate that establishes in writing to the Administrative Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in Section 881(c)(3)(A) of the IRC, (ii) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) of the IRC, or (iii) a Controlled Foreign Corporation related to

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a Borrower with the meaning of Section 864(d) of the IRC. Thereafter and from time to time, each such Foreign Lender shall (A) within a commercially reasonable period submit to the Administrative Borrower and Agent such additional duly and properly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is reasonably satisfactory to the Administrative Borrower and Agent of any available exemption from, or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by a Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Administrative Borrower and Agent and (3) from time to time thereafter if reasonably requested by the Administrative Borrower or the Administrative Agent, and (B) within a commercially reasonable period notify the Administrative Borrower and Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(ii) The Borrowers shall not be required to pay any additional amount or any indemnity payment to (A) any Foreign Lender with respect to any taxes required to be deducted or withheld solely on the basis of the information, certificates or statements of exemption such Lender transmits pursuant to this Section 15.11(b) or (B) any Lender if such Lender shall have failed to satisfy the foregoing provisions of this Section 15.11(b).

(c) If a Lender claims an exemption from withholding tax in a jurisdiction other than the United States, Lender agrees with and in favor of Agent and Borrowers, to deliver to Agent any such form or forms, as may be required under the laws of such jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup withholding tax before receiving its first payment under this Agreement and at any other time reasonably requested by Agent or Administrative Borrower.

Lender agrees promptly to notify Agent and Administrative Borrower of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(d) If any Lender is entitled to a reduction in the applicable withholding tax, Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by subsection (b) or (c) of this Section 15.11 are not delivered to Agent, then Agent may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax.

(e) If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent did not properly withhold tax from amounts paid to or for the account of any Lender due to a failure on the part of the Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless for all amounts paid, directly or indirectly, by Agent, as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to Agent under this Section 15.11, together with all costs and expenses (including attorneys fees and expenses). The obligation of the Lenders under this subsection shall survive the payment of all Obligations and the resignation or replacement of Agent.

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(f) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 15.11(a) with respect to such Lender, it will, if requested by the Administrative Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any loans affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations of the Borrowers or the rights of any Lender pursuant to Section 15.11(a). In determining whether designating another lending office would cause such Lender or its lending office(s) to suffer economic disadvantage, such Lender shall disregard any economic disadvantage that the Administrative Borrower agrees, in form and substance reasonably satisfactory to such Lender, to indemnify and hold such Lender harmless therefrom. If, after such reasonable efforts by such Lender, such Lender does not so designate a different one of its lending offices so as to avoid the consequences of such event, then the Administrative Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, and which assignee shall be reasonably acceptable to Agent). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to apply.

15.12 Collateral Matters.

(a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all non-contingent Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Administrative Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which none of any Borrower or any of its Restricted Subsidiaries owned any interest at the time the Agent’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to a Borrower or any of its Restricted Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Administrative Borrower at any time, the Lenders will confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrowers in respect of) all interests retained by Borrowers or any of their respective Restricted Subsidiaries, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

(b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrowers or any of their respective Restricted Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

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15.13 Restrictions on Actions by Lenders; Sharing of Payments.

(a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, set off against the Obligations, any amounts owing by such Lender to Borrowers or any of their respective Restricted Subsidiaries or any deposit accounts of Borrowers or any of their respective Restricted Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.

(b) If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the terms of this Agreement, or (ii) payments from Agent in excess of such Lender’s ratable portion of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in kind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment.

15.14 Agency for Perfection. Agent hereby appoints each other Lender as its agent (and each Lender hereby accepts such appointment) for the purpose of perfecting the Agent’s Liens in assets which, in accordance with Article 8 or Article 9, as applicable, of the Code can be perfected only by possession or control. Should any Lender obtain possession or control of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver possession or control of such Collateral to Agent or in accordance with Agent’s instructions.

15.15 Payments by Agent to the Lenders. All payments to be made by Agent to the Lenders shall be made by bank wire transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself by written notice to Agent. Concurrently with each such payment, Agent shall identify whether such payment (or any portion thereof) represents principal, premium, fees, or interest of the Obligations.

15.16 Concerning the Collateral and Related Loan Documents. Each member of the Lender Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents. Each member of the Lender Group agrees that any action taken by Agent in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.

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15.17 Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information. By becoming a party to this Agreement, each Lender:

(a) is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination report (each a “Report” and collectively, “Reports”) prepared by or at the request of Agent, and Agent shall so furnish each Lender with such Reports,

(b) expressly agrees and acknowledges that neither the Borrowers nor the Agent (i) make any representation or warranty as to the accuracy of any Report, and (ii) shall be liable for any information contained in any Report,

(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any audit or examination will inspect only specific information regarding Borrowers and their respective Restricted Subsidiaries and will rely significantly upon the books and records of Borrowers and their respective Restricted Subsidiaries, as well as on representations of Borrowers’ and their respective Restricted Subsidiaries’ personnel,

(d) agrees to keep all Reports and other material, non-public information regarding Borrowers and their respective Restricted Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 16.7, and

(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of Borrowers; and (ii) to pay and protect, and indemnify, defend and hold Agent, and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys fees and costs) incurred by Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

In addition to the foregoing: (x) any Lender may from time to time request of Agent in writing that Agent provide to such Lender a copy of any report or document provided by Borrowers and their respective Restricted Subsidiaries to Agent that has not been contemporaneously provided by Borrowers and their respective Restricted Subsidiaries to such Lender, and, upon receipt of such request, Agent promptly shall provide a copy of same to such Lender, (y) to the extent that Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Borrowers and their respective Restricted Subsidiaries, any Lender may, from time to time, reasonably request Agent to exercise such right as specified in such Lender’s notice to Agent, whereupon Agent promptly shall request of the applicable Person the additional reports or information reasonably specified by such Lender, and, upon receipt thereof from the applicable Person, Agent promptly shall provide a copy of same to such Lender, and (z) any time that Agent renders to Administrative Borrower a statement regarding the Loan Account, Agent shall send a copy of such statement to each Lender.

15.18 Several Obligations; No Liability. Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of Agent (if any) to make any credit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their Commitments. Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender. Except as provided in Section 15.7, no member of the Lender Group shall have any liability for the acts of any other member of the Lender Group. No Lender shall be responsible to any Borrower or any other Person for any failure by any other Lender to fulfill its obligations to make credit available hereunder, nor to advance for it or on its behalf in connection with its Commitment, nor to take any other action on its behalf hereunder or in connection with the financing contemplated herein.

56

15.19 Bank Product Providers. Each Bank Product Provider shall be deemed a party hereto for purposes of any reference in a Loan Document to the parties for whom Agent is acting; it being understood and agreed that the rights and benefits of such Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider’s right to share in payments and collections out of the Collateral as more fully set forth herein. In connection with any such distribution of payments and collections, Agent shall be entitled to assume no amounts are due to any Bank Product Provider unless such Bank Product Provider has notified Agent in writing of the amount of any such liability owed to it prior to such distribution.

16. GENERAL PROVISIONS.

16.1 Effectiveness. This Agreement shall be binding and deemed effective when executed by each Borrower, Agent, and each Lender whose signature is provided for on the signature pages hereof.

16.2 Section Headings. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

16.3 Interpretation. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or Borrowers, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

16.4 Severability of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

16.5 Counterparts; Electronic Execution. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.

16.6 Revival and Reinstatement of Obligations. If the incurrence or payment of the Obligations by any Borrower or any Guarantor or the transfer to the Lender Group of any property should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent conveyances, preferences, or other voidable or recoverable payments of money or transfers of property (collectively, a “Voidable Transfer”), and if the Lender Group is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that the Lender Group is required or elects to repay or restore, and as to all reasonable costs, expenses, and attorneys fees of the Lender Group related thereto, the liability of Borrowers or such Guarantor automatically shall be revived, reinstated, and restored and shall exist as though such Voidable Transfer had never been made.

57

16.7 Confidentiality. Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding Borrowers and their respective Subsidiaries, their operations, assets, and existing and contemplated business plans shall be treated by Agent and the Lenders in a confidential manner, and shall not be disclosed by Agent and the Lenders to Persons who are not parties to this Agreement, except: (a) to attorneys for and other advisors, accountants, auditors, and consultants to any member of the Lender Group for matters in connection with this Agreement, (b) to Subsidiaries and Affiliates of any member of the Lender Group (including the Bank Product Providers), provided that any such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this Section 16.7, (c) as may be required by statute, decision, or judicial or administrative order, rule, or regulation, (d) as may be agreed to in advance by Parent or Administrative Borrower or its Subsidiaries or as requested or required by any Governmental Authority pursuant to any subpoena or other legal process, (e) as to any such information that is or becomes generally available to the public (other than as a result of prohibited disclosure by Agent or the Lenders or their respective Affiliates and Subsidiaries), (f) in connection with any assignment, prospective assignment, sale, prospective sale, participation or prospective participations, or pledge or prospective pledge of any Lender’s interest under this Agreement, provided that any such assignee, prospective assignee, purchaser, prospective purchaser, participant, prospective participant, pledgee, or prospective pledgee shall have agreed in writing to receive such information hereunder and keep it confidential subject to the terms of this Section, and (g) in connection with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other Loan Documents. The provisions of this Section 16.7 shall survive for 2 years after the payment in full of the Obligations.

16.8 Integration. This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.

16.9 Altra Industrial Motion, Inc. as Agent for Borrowers. Each Borrower hereby irrevocably appoints Altra Industrial Motion, Inc. as the borrowing agent and attorney-in-fact for all Borrowers (the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Loan Party has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (a) to provide Agent with all notices with respect to Advances and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (b) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Advances and Letters of Credit and to exercise such other powers as are reasonably necessary to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Loan Account and Collateral as herein provided, (b) the Lender Group’s relying on any instructions of the Administrative Borrower, or (c) any other action taken by the Lender Group hereunder or under the other Loan Documents, except that Borrowers will have no liability to the relevant Agent-Related Person or Lender-Related Person under this Section 16.9 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Agent-Related Person or Lender-Related Person, as the case may be.

[Signature pages to follow.]

58

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

ALTRA INDUSTRIAL MOTION, INC., a Delaware corporation, WARNER ELECTRIC LLC, a Delaware limited liability company, KILIAN MANUFACTURING CORPORATION, a Delaware corporation, WARNER ELECTRIC TECHNOLOGY LLC, a Delaware limited liability company, FORMSPRAG LLC, a Delaware limited liability company, BOSTON GEAR LLC, a Delaware limited liability company, NUTTALL GEAR LLC, a Delaware limited liability company
By:
	Name: Michael L. Hurt
	Title: Chief Executive Officer
AMERIDRIVES INTERNATIONAL, L.P., a Delaware limited partnership,
By:	American Enterprises MPT Corp., its general partner
	By:
		Name: Michael L. Hurt
		Title: Chief Executive Officer
WELLS FARGO FOOTHILL, INC., a California corporation, as Agent and as a Lender
	By:
		Title:

59

Final Version

EXHIBIT A-1

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

This ASSIGNMENT AND ACCEPTANCE AGREEMENT (“Assignment Agreement”) is entered into as of                      between  _____  (“Assignor”), solely in its capacity as Lender, and  _____  (“Assignee”). Reference is made to the Agreement described in Annex I hereto (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.

1. In accordance with the terms and conditions of Section 13 of the Credit Agreement, the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor’s rights and obligations under the Loan Documents as of the date hereof with respect to the Obligations owing to the Assignor, and Assignor’s portion of the Commitments, all to the extent specified on Annex I.

2. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby; (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, representations or warranties made in or in connection with the Loan Documents, or (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or any Guarantor or the performance or observance by any Borrower or any Guarantor of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto, and (d) represents and warrants that the amount set forth as the purchase price on Annex I represents the amount owed by Borrowers to Assignor with respect to Assignor’s share of the Advances assigned hereunder, as reflected on Assignor’s books and records.

3. The Assignee (a) confirms that it has received copies of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (b) agrees that it will, independently and without reliance upon Agent, Assignor, or any other Lender, based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Loan Documents; (c) confirms that it is an Eligible Transferee; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, [and (f) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty.]

4. Following the execution of this Assignment Agreement by the Assignor and Assignee, the Assignor will deliver this Assignment Agreement to the Agent for recording by the Agent. The effective date of this Assignment (the “Settlement Date”) shall be the latest to occur of (a) the date of the execution and delivery hereof by the Assignor and the Assignee, (b) the receipt by Agent for its sole and separate account a processing fee in the amount of $3,500 (if required by the Credit Agreement), (c) the receipt of any required consent of the Agent, and (d) the date specified in Annex I.

5. As of the Settlement Date (a) the Assignee shall be a party to the Credit Agreement and, to the extent of the interest assigned pursuant to this Assignment Agreement, have the rights and obligations of a Lender thereunder and under the other Loan Documents, and (b) the Assignor shall, to the extent of the interest assigned pursuant to this Assignment Agreement, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents, provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Assignment Agreement, including such assigning Lender’s obligations under Article 13, Article 15 and Section 16.7 of the Credit Agreement.

6. Upon the Settlement Date, Assignee shall pay to Assignor the purchase price (as set forth in Annex I). From and after the Settlement Date, Agent shall make all payments that are due and payable to the holder of the interest assigned hereunder (including payments of principal, interest, fees and other amounts) to Assignor for amounts which have accrued up to but excluding the Settlement Date and to Assignee for amounts which have accrued from and after the Settlement Date. On the Settlement Date, Assignor shall pay to Assignee an amount equal to the portion of any interest, fee, or any other charge that was paid to Assignor prior to the Settlement Date on account of the interest assigned hereunder and that are due and payable to Assignee with respect thereto, to the extent that such interest, fee or other charge relates to the period of time from and after the Settlement Date.

7. This Assignment Agreement may be executed in counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Assignment Agreement may be executed and delivered by telecopier or other facsimile transmission all with the same force and effect as if the same were a fully executed and delivered original manual counterpart.

8. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement and Annex I hereto to be executed by their respective officers, as of the first date written above.

[NAME OF ASSIGNOR] as Assignor
By:
	Name:
	Title:
[NAME OF ASSIGNEE] as Assignee
By:
	Name:
	Title:

ACCEPTED THIS                 DAY OF
WELLS FARGO FOOTHILL, INC., a California corporation, as Agent
By:
	Name:
	Title:

ANNEX FOR ASSIGNMENT AND ACCEPTANCE

ANNEX I

1. Borrowers:

Altra Industrial Motion, Inc., a Delaware corporation, Warner Electric LLC, a Delaware limited liability company, Kilian Manufacturing Corporation, a Delaware corporation, Warner Electric Technology LLC, a Delaware limited liability company, Formsprag LLC, a Delaware limited liability company, Boston Gear LLC, a Delaware limited liability company, Nuttall Gear LLC, a Delaware limited liability company, and Ameridrives International, L.P., a Delaware limited partnership.

2. Name and Date of Credit Agreement:

Credit Agreement, dated as of November 30, 2004, by and among Altra Industrial Motion, Inc., a Delaware corporation (“Parent”), Borrowers, the lenders from time to time a party thereto (the “Lenders”), Wells Fargo Foothill, Inc., a California corporation, as the arranger and administrative agent for the Lenders.

3. Date of Assignment Agreement:
4. Amounts:
a. Assigned Amount of Commitment	$
b. Assigned Amount of Advances	$
5. Settlement Date:
6. Purchase Price	$
7. Notice and Payment Instructions, etc.

Assignee: Assignor:

8. Agreed and Accepted:
	[ASSIGNOR]		[ASSIGNEE]
	By:		By:
		Name:		Name:
		Title:		Title:

Accepted: WELLS FARGO FOOTHILL, INC., a California corporation, as Agent
By:
	Name:
	Title:

FINAL VERSION

EXHIBIT B-1

FORM OF BORROWING BASE CERTIFICATE

Wells Fargo Foothill, Inc.
One Boston Place, 18^th Floor
Boston, Massachusetts 02108
Attn: Business Finance Manager

The undersigned, Altra Industrial Motion, Inc., a Delaware corporation (“Parent”), pursuant to Schedule 5.2 of that certain Credit Agreement dated as of November 30, 2004 (as amended, restated, amended and restated, modified, supplemented, refinanced, renewed, or extended from time to time, the “Credit Agreement”), entered into among Parent, its subsidiaries signatory thereto (collectively with Parent, “Borrowers”), the lenders signatory thereto from time to time and Wells Fargo Foothill, Inc., a California corporation, as the arranger and administrative agent (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), hereby certifies to Agent that the following items, calculated in accordance with the terms and definitions set forth in the Credit Agreement for such items are true and correct in all material respects, and that no Default or Event of Default has occurred and is continuing after giving effect to any currently requested Advances nor shall either be the result from making the requested Advance.

All initially capitalized terms used in this Borrowing Base Certificate have the meanings set forth in the Credit Agreement unless specifically defined herein.

[Remainder of page intentionally left blank.]

Effective Date of Calculation:  _____________ 

A. Borrowing Base Calculation
1. Eligible Accounts
a. 85% of Eligible Accounts1	$
b. the amount, if any, of the Dilution Reserve	$
c. Item 1.a. minus Item 1.b			$
2. Eligible Inventory
a. $15,000,000	$	15,000,000
b. 50% of the net book value of Eligible Inventory2	$
c. The lesser of Items 2.a. and 2.b.			$
3. Eligible Real Property and Equipment
a. $7,500,000	$	7,500,000
b. 20% of the Eligible Real Property and Equipment Book Value3	$
c. The lesser of Items 3.a. and 3.b.			$
4. Reserves
a. Bank Products Reserve	$

1	See Annex A
2	See Annex B
3	See Annex C

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b. the sum of the aggregate amount of reserves, if any, established by Agent under Section 2.1(b) of the Credit Agreement (including reserves implemented in respect of Eligible Inventory and Eligible Equipment located at one of the locations on Schedule 4.5(a) that are not subject to a Collateral Access Agreement)	$
c. Sum of Items 4.a. and 4.b.			$
5. Borrowing Base (Item 1.c. plus Item 2.c. plus Item 3.c. minus Item 4.c.):			$
6. Availability Calculation
a. (i) Maximum Revolver Amount	$	30,000,000
(ii) Letter of Credit Usage	$
(iii) outstanding Advances	$
(iv) Item 6.a.(i) minus Item 6.a.(ii) minus Item 6.a.(iii)	$
b. (i) Borrowing Base	$
(ii) Letter of Credit Usage	$
(iii) outstanding Advances	$
(iv) Item 6.b.(i) minus Item 6.b.(ii) minus Item 6.b.(iii)	$
c. lesser of Item 6.a. and 6.b.			$

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B. Letters of Credit Calculation
1. maximum L/C amount		$	10,000,000
2. L/Cs permitted under Borrowing Base
a. Borrowing Base (from Section A, Item 5)	$
b. Amount of current outstanding Advances	$
c. Item 2.a. minus Item 2.b.		$
3. Maximum Revolver Limitation
a. Maximum Revolver Amount	$
b. Amount of current outstanding Advances	$
c. Item 3.a minus Item 3.b		$
4. Letter of Credit Usage plus the amount of any proposed Letters of Credit		$
5. No L/C Availability if Item 4 is greater than Item 1, Item 2.c or Item 3.c.		$

- 4 -

Additionally, the undersigned hereby certifies and represents and warrants to the Lender Group on behalf of Borrowers that (i) as of the date hereof, each representation or warranty contained in or pursuant to any Loan Document, any agreement, instrument, certificate, document or other writing furnished at any time under or in connection with any Loan Document, is true and correct in all material respects (except to the extent any representation or warranty expressly related to an earlier date), (ii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above, and (iii) all of the foregoing is true and correct as of the effective date of the calculations set forth above and that such calculations have been made in accordance with the requirements of the Credit Agreement.

Effective date of calculation:                     

ALTRA INDUSTRIAL MOTION, INC., a Delaware corporation, as Administrative Borrower
By:
	Name:
	Title:

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Annex A

Total Accounts: Accounts created by a Borrower in the ordinary course arising out of sale of goods or rendition of services		$
less (without duplication)
Accounts that the Account Debtor (i) has failed to pay within 90 days (or, with respect to Accounts with selling terms of more than 60 days, 105 days) after the original invoice date, (ii) are more than 60 days after the due date, or (iii) Accounts with selling terms of more than 120 days,	$
Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under the immediately preceding clause	$
Accounts with respect to which the Account Debtor is an Affiliate of any Borrower or an employee or agent of any Borrower or any Affiliate of Borrower	$
Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional	$
Accounts that are not payable in Dollars	$
Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States, or (ii) is not organized under the laws of the United States or any state thereof, or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (x) the Account is supported by an irrevocable letter of credit reasonably satisfactory to Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to Agent and is directly drawable by Agent, or (y) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to Agent,	$

- 6 -

Accounts with respect to which the Account Debtor is the United States or any department, agency, or instrumentality of the United States or any state of the United States (exclusive, however, of Accounts with respect to which the applicable Borrower has complied, to the reasonable satisfaction of Agent, with the Assignment of Claims Act, 31 USC § 3727, or any similar state or local law, if applicable),	$
Accounts with respect to which the Account Debtor claims a credit from any Borrower, has or has asserted a right of setoff, or has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of setoff, or dispute,	$
Accounts with respect to an Account Debtor whose total obligations owing to Borrowers exceed 10% (such percentage, as applied to a particular Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, however, that as to the following Account Debtors, a percentage limitation of 20% (in lieu of 10%) shall apply for purposes hereof: Motion Industries, Kaman, John Deere, Mitsubishi, W.W. Granger and AIT; provided, further, however, that, in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,	$
Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, or as to which a Borrower has received written notice of an imminent Insolvency Proceeding of such Account Debtor,	$
Accounts with respect to which the Account Debtor is located in a state or jurisdiction (e.g., New Jersey, Minnesota, and West Virginia) that requires, as a condition to access to the courts of such jurisdiction, that a creditor qualify to transact business, file a business activities report or other report or form, or take one or more other actions, unless the applicable Borrower has so qualified, filed such reports or forms, or taken such actions (and, in each case, paid any required fees or other charges), except to the extent that the applicable Borrower may qualify subsequently as a foreign entity authorized to transact business in such state or jurisdiction and gain access to such courts, without incurring any cost or penalty viewed by Agent, in its Permitted Discretion, to be significant in amount, and such later qualification cures any access to such courts to enforce payment of such Account,	$

- 7 -

Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful by reason of the Account Debtor’s financial condition,	$
Accounts that are not subject to a valid and perfected first priority Agent’s Lien,	$
Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor	$
Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by the applicable Borrower of the subject contract for goods or services.	$
Total Excluded Accounts		$
Eligible Accounts (Total Accounts less Total Excluded Accounts):		$

- 8 -

Annex B

1. Total Finished Goods Inventory: Inventory consisting of first quality finished goods held for sale in the ordinary course of Borrowers’ business		$
less (without duplication)
Inventory which Borrower does not have good, valid, and marketable title thereto	$
Inventory not located at one of the locations in the continental United States set forth on Schedule 4.5(a) or 4.5(b) to the Credit Agreement (or in-transit from one such location to another such location)	$
Inventory not subject to a valid and perfected first priority Agent’s Lien	$
Inventory consisting of goods returned or rejected by a Borrower’s customers	$
Inventory consisting of goods that are obsolete or slow moving, work-in-process, raw materials or goods that constitute spare parts, packaging and shipping materials, supplies used or consumed in Borrower’s business, bill and hold goods, defective goods, “seconds,” or Inventory acquired on consignment	$
Total Excluded Finished Goods Inventory		$
Eligible Finished Goods Inventory (Total Finished Goods Inventory less Total Excluded Finished Goods Inventory):		$
2. Total Raw Materials Inventory: Inventory consisting of first quality raw materials to be used in Borrowers’ production process		$
less (without duplication)
Inventory which Borrower does not have good, valid, and marketable title thereto	$
Inventory not located at one of the locations in the continental United States set forth on Schedule 4.5(a) or 4.5(b) to the Credit Agreement (or in-transit from one such location to another such location)	$
Inventory not subject to a valid and perfected first priority Agent’s Lien	$

- 9 -

Inventory consisting of goods that are obsolete or slow moving, work-in-process, finished goods, or goods that constitute spare parts, packaging and shipping materials, supplies used or consumed in Borrower’s business, bill and hold goods, defective goods, “seconds,” or Inventory acquired on consignment	$
Total Excluded Raw Materials Inventory		$
Eligible Raw Materials Inventory (Total Raw Materials Inventory less Total Excluded Raw Materials Inventory):		$
Eligible Inventory (Eligible Finished Goods Inventory plus Eligible Raw Materials Inventory):		$

- 10 -

Annex C

Eligible Equipment: Net book value of Equipment of Borrowers located at the locations identified on Schedule 4.5(a) or 4.5(b) hereto, as such schedules may be amended or supplemented from time to time in accordance with the Credit Agreement, such value to be as determined from time to time by a qualified appraisal company selected by Agent, net of all related costs and expense.	$
Eligible Real Property: Net book value of the Real Property Collateral of Borrowers located in the United States as determined from time to time by a qualified appraisal company selected by Agent, net of all related costs and expenses; provided, however, that no such Real Property Collateral shall be deemed to be “Eligible Real Property” until all of the following conditions are satisfied with respect thereto: (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filings.	$
Eligible Real Property and Equipment Book Value (Eligible Equipment plus Eligible Real Property)	$

- 11 -

FinalVersion

EXHIBIT C-1

FORM OF COMPLIANCE CERTIFICATE

[on Parent’s letterhead]

To: Wells Fargo Foothill, Inc.
One Boston Place, 18^th Floor
Boston, Massachusetts 02108
Attn: Business Finance Division Manager

Re: Compliance Certificate dated                  

Ladies and Gentlemen:

Reference is made to that certain CREDIT AGREEMENT (the “Credit Agreement”) dated as of November 30, 2004, by and among the lenders identified on the signature pages thereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (“Agent”), ALTRA INDUSTRIAL MOTION, INC., a Delaware corporation (“Parent”), and each of its Subsidiaries party thereto. Capitalized terms used in this Compliance Certificate have the meanings set forth in the Credit Agreement unless specifically defined herein.

Pursuant to Schedule 5.3 of the Credit Agreement, the undersigned officer of Parent hereby certifies on behalf of Parent, and not individually, that:

1. The financial information of Parent and its Subsidiaries furnished in Schedule 1 attached hereto, has been prepared in accordance with GAAP (except for year-end adjustments and the lack of footnotes), and fairly presents in all material respects the financial condition of Parent and its Subsidiaries.

2. Such officer has reviewed the terms of the Credit Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of the Loan Parties during the accounting period covered by the financial statements delivered pursuant to Schedule 5.3 of the Credit Agreement.

3. Such review has not disclosed the existence on and as of the date hereof, and the undersigned does not have actual knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default, except for such conditions or events listed on Schedule 2 attached hereto, specifying the nature and period of existence thereof and what action the Loan Parties have taken, are taking, or propose to take with respect thereto.

4. The representations and warranties of the Loan Parties set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof (except to the extent they relate to a specified date), except as set forth on Schedule 3 attached hereto.

5. The Loan Parties are in compliance with the applicable covenants contained in Section 6.16 of the Credit Agreement as demonstrated on Schedule 4 hereof.

IN WITNESS WHEREOF, this Compliance Certificate is executed by the undersigned this                      day of                     ,                     .

ALTRA INDUSTRIAL MOTION, INC., a Delaware corporation
By:
	Name:
	Title:

SCHEDULE 1

Financial Information

SCHEDULE 2

Default or Event of Default

SCHEDULE 3

Representations and Warranties

SCHEDULE 4

Financial Covenants

1. Fixed Charge Coverage Ratio.

Parent’s and its Subsidiaries’ Fixed Charge Coverage Ratio, measured on a quarter-end basis, for the 4 quarter period ending                     ,                      is                     :1.0, which [is/is not] greater than or equal to the amount set forth in Section 6.16(a) of the Credit Agreement for the corresponding period.

2. Capital Expenditures.

Parent’s and Borrowers’ Capital Expenditures from the beginning of Parent’s most recent fiscal year to the date hereof is                     , (i) which [is/is not] less than or equal to the amount set forth in Section 6.16(b) of the Credit Agreement for the corresponding period.

Final Version

EXHIBIT L-1

FORM OF LIBOR NOTICE

Wells Fargo Foothill, Inc., as Agent
under the below referenced Credit Agreement
One Boston Place
Boston, Massachusetts 02108

Ladies and Gentlemen:

Reference hereby is made to that certain Credit Agreement, dated as of November 30, 2004 (the “Credit Agreement”), among Altra Industrial Motion, Inc., a Delaware corporation (“Parent”), each of its Subsidiaries signatory thereto (Parent and such Subsidiaries each, a “Borrower” and collectively, “Borrowers”), the lenders signatory thereto (the “Lenders”), and Wells Fargo Foothill, Inc., a California corporation, as the arranger and administrative agent for the Lenders (“Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

This LIBOR Notice represents Administrative Borrower’s request to elect the LIBOR Option with respect to [all or a portion of [outstanding Advances] bearing interest at a rate determined by reference to the Base Rate] [the continuation of an outstanding LIBOR Rate Loan] in the amount of $                     (the “LIBOR Rate Advance”)[, and is a written confirmation of the telephonic notice of such election given to Agent].

The LIBOR Rate Advance will have an Interest Period of [1, 2, 3 or 6] month(s) commencing on                     .

This LIBOR Notice further confirms Borrowers’ acceptance, for purposes of determining the rate of interest based on the LIBOR Rate under the Credit Agreement, of the LIBOR Rate as determined pursuant to the Credit Agreement.

Administrative Borrower represents and warrants that (i) as of the date hereof, each representation or warranty contained in or pursuant to any Loan Document is true and correct in all material respects (except to the extent any representation or warranty expressly related to an earlier date) and (ii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above.

Wells Fargo Foothill, Inc., as Agent
Page 2

Dated:
ALTRA INDUSTRIAL MOTION, INC., a Delaware corporation, as Administrative Borrower
By:
	Name:
	Title:

Acknowledged by:

WELLS FARGO FOOTHILL, INC.,
a California corporation, as Agent

By:
	Name:
	Title:

Schedule A-1

Agent’s Account

An account at a bank designated by Agent from time to time as the account into which Administrative Borrower shall make all payments to Agent for the benefit of the Lender Group and into which the Lender Group shall make all payments to Agent under this Agreement and the other Loan Documents; unless and until Agent notifies Administrative Borrower and the Lender Group to the contrary, Agent’s Account shall be that certain deposit account bearing account number 323-266193 and maintained by Agent with JPMorgan Chase Bank, 4 New York Plaza, 15th Floor, New York, New York 10004, ABA #021000021.

SCHEDULE C-1

COMMITMENTS

Name of Lender	Commitment
Wells Fargo Foothill, Inc.	$	30,000,000.00

2

SCHEDULE D-1

DESIGNATED ACCOUNT

Account Name: WFBIUS6S
ABA Routing #: 121000248
Bank Name: Wells Fargo Bank, National Association
Bank Account #: 4121073308

3

SCHEDULE P-1

PERMITTED HOLDERS

Genstar Capital, L.P. and its Affiliates.

4

SCHEDULE P-2

PERMITTED LIENS

			Original File
			Number, Lien
			Number, or
			Judgment Case
Jurisdiction	Debtor Name	Secured Party	Number and Date	Description
DE-SOS	Boston Gear LLC	J.P. Morgan Leasing Inc.	1125259 7 09/27/2001	Equipment
DE-SOS		Dell Financial Services	2225191 0 09/06/2002	Equipment
DE-SOS		Dell Financial Services	3233068 9 09/09/2003	Equipment
DE-SOS		Dell Financial Services	3243294 9 09/19/2003	Equipment
DE-SOS		Dell Financial Services	4054198 9 02/26/2004	Equipment
DE-SOS		Cisco Systems Capital Corporation	1078983 9 08/07/2001	Equipment
MA-SOS		Dell Financial Services	759100 11/28/2000	Equipment
MA-SOS		Dell Financial Services	763361 12/15/2000	Equipment
MA-SOS		Dell Financial Services	774826 01/30/2001	Equipment
MA-SOS		CIT Communications Finance Corporation	778262 02/09/2001	Equipment
MA-SOS		Dell Financial Services, L.P.	200100109030 02/22/2001	Equipment
MA-SOS		Dell Financial Services, L.P.	200102209350 05/11/2001	Equipment
MA-SOS		Dell Financial Services, L.P.	200102915710 06/05/2001	Equipment
MA-SOS		Dell Financial Services, L.P.	200106320150 08/02/2001	Equipment

5

			Original File
			Number, Lien
			Number, or
			Judgment Case
Jurisdiction	Debtor Name	Secured Party	Number and Date	Description
MA-SOS		Dell Financial Services, L.P.	2001104475140-08/07/2001	Equipment
MA-SOS		Cisco Systems Capital Corporation	200104484700 08/07/2001	Equipment
MA-SOS		Dell Financial Services, L.P.	200105122070 08/31/2001	Equipment
MA-SOS		Dell Financial Services, L.P.	200105372600 09/14/2001	Equipment
MA-SOS		Dell Financial Services, L.P.	200106879540 11/14/2001	Equipment
MA-SOS		Dell Financial Services, L.P.	200106946530 11/16/2001	Equipment
MA-SOS		Dell Financial Services, L.P.	200107543260 12/12/2001	Equipment
MA-SOS		Dell Financial Services, L.P.	200107903640 12/27/2001	Equipment
MA-SOS		Dell Financial Services, L.P.	200208302270 01/14/2002	Equipment
MA-SOS		Dell Financial Services, L.P.	200208371050 01/17/2002	Equipment
MA-SOS		Dell Financial Services, L.P.	200208446190 01/22/2002	Equipment
CA-LA County	Warner Electric, Inc.	State Tax Lien	96 1358381 08/21/1996	Franchise Tax Lien $194.00
DE-SOS		CISCO Systems Capital Corporation	1019952 6 03/05/2001	Equipment
DE-SOS		Avnet Computer, a division of Avent, Inc.	2000791 8 01/02/2002	Equipment
DE-SOS		Dana Commercial Credit Corporation	2063389 5 02/19/2002	Equipment

6

			Original File
			Number, Lien
			Number, or
			Judgment Case
Jurisdiction	Debtor Name	Secured Party	Number and Date	Description
DE-SOS		US Bancorp	2251335 0 09/30/2002	Equipment
DE-SOS		US Bancorp	2299060 8 11/15/2002	Equipment
DE-SOS		CISCO Systems Capital Corporation	2325910 2 12/11/2002	In lieu of filing
DE-SOS		CIT Communications Finance Corporation	3036825 1 03/06/2003	Equipment
DE-SOS		Dell Financial Services	3054953 8 03/06/2003	Equipment
DE-SOS		Dell Financial Services	3089161 7 04/04/2003	Equipment
DE-SOS		CIT Communications Finance Corporation	3093379 9 04/10/2003	Equipment
DE-SOS		CitiCapital Technology Finance, Inc.	3095480 3 04/04/2003	Equipment
DE-SOS		US Bancorp	3286769 8 10/31/2003	Equipment
DE-SOS		CIT Communications Finance Corporation	4068791 5 03/11/2004	Equipment
DE-SOS		Dell Financial Services	4172700 9 06/22/2004	Equipment
DE-SOS		US Bancorp	4213764 6 07/29/2004	Equipment
IL-SOS		Dell Financial Services, L.P.	4152504 FS 01/14/2000	Equipment
IL-SOS		Dell Financial Services, L.P.	4259461 FS 08/28/2000	Equipment
IL-SOS		CISCO Systems Capital Corporation	4347998 FS 03/02/01	Equipment
IL-SOS		Dell Financial Services, L.P.	4368943 FS 04/11/2001	Equipment
IL-SOS		Dana Commercial Credit Corporation	4407565 FS 06/28/2001	Equipment

7

			Original File
			Number, Lien
			Number, or
			Judgment Case
Jurisdiction	Debtor Name	Secured Party	Number and Date	Description
IL-SOS		CCA Financial, LLC	4407567 FS 06/28/2001	Equipment
IL-SOS		CCA Financial, LLC	4407568 FS 06/28/2001	Equipment
IL-SOS		Dell Financial Services, L.P.	7402252 FS 08/11/2003	Equipment
IL-SOS		Dell Financial Services, L.P.	7402260 FS 08/11/2003	Equipment
IL-SOS		Dell Financial Services, L.P.	8120528 FS 01/16/2004	Equipment
IL-SOS		Dell Financial Services, L.P.	8171238 FS 01/28/2004	Equipment
IL-SOS		Dell Financial Services, L.P.	8649383 FS 05/06/2004	Equipment
IL-SOS		Dell Financial Services, L.P.	8959072 FS 08/05/2004	Equipment
IL-SOS		Dell Financial Services, L.P.	8959285 FS 08/05/2004	Equipment
IL-SOS		Dell Financial Services, L.P.	9003916 FS 08/20/2004	Equipment
IL-SOS		Dell Financial Services, L.P.	9149503 FS 10/07/2004	Equipment
IL-SOS		Dell Financial Services, L.P.	9160604 FS 10/12/2004	Equipment
IL-SOS		Dell Financial Services, L.P.	9242376 FS 11/05/2004	Equipment
VA-SOS		US Bancorp	021021/7176-7 10/16/??	Equipment
DE-SOS	Kilian Manufacturing Corporation	Toyota Motor Credit Corporation	22071862 8/9/2002	Equipment

8

			Original File
			Number, Lien
			Number, or
			Judgment Case
Jurisdiction	Debtor Name	Secured Party	Number and Date	Description
DE-SOS		IOS Capital	42964692 10/15/2004	Equipment
NY-SOS		Pangate Handling Systems of New York, Inc.	[                    ] 12/1/97	Equipment
NY-SOS		Pangate Handling Systems of New York, Inc.	069039 4/7/2000	Equipment
	Ameridrives International, L.P.	Bankers Trust Company1		Trademarks

¹ Certain trademarks may be subject to a Security Agreement between Zurn Industries, Inc. and Bankers Trust Company, in favor of Bankers Trust Company, as of January 21, 1997, recorded on February 12, 1997 at Reel/Frame 1555/0945.

9

SCHEDULE P-3

PERMITTED INVESTMENTS

Equity Investments in:

1.	The subsidiaries listed on Schedule 4.7(c).
2.	3091780 Nova Scotia Company
3.	Kilian Canada, ULC
4.	Warner Electric UK Group Ltd. (UK)
5.	Warner Electric UK Holding Ltd.
6.	Wichita Company Ltd. (UK)
7.	Warner Electric (Holding) SAS
8.	Warner Electric Europe SAS
9.	Warner Electric Group GmbH
10.	Warner Electric Verwaltungs GmbH
11.	Stieber GmbH
12.	Warner Electric (Neth) Holding, B.V.
13.	Warner Electric (Singapore) Ltd.
14.	Warner Electric (Taiwan) Ltd.
15.	Warner Electric Australia Pty. Ltd.
16.	Warner Shui Hing Limited
17.	Warner Electric (Thailand) Ltd.

The following intercompany indebtedness:²

1.	Warner Electric International Holding holds a note from Warner Electric Group GmbH with a face amount of $14,586,675.
2.	Warner Electric International Holding holds a note from Warner Electric Group GmbH with a face value of 3,316,544.40 euros.
3.	Warner Electric International Holding holds a note from Warner Electric (Holding) SAS with a face amount of $2,888,283.
4.	Warner Electric International Holding holds a note from Warner Electric (Holding) SAS with a face value of $8,572,691.99.
5.	Warner Electric International Holding is owed approximately $3.3 million from Warner Electric (Holding) SAS.
6.	Warner Electric International Holding holds a note from Warner Electric Group Ltd. With a face amount of $2,254,241.
7.	Ameridrives International LP holds a note from Nuttall Gear LLC with a face amount of $13,251,525.
8.	Ameridrives International LP is owed approximately $1.7 million from Warner Electric LLC.

Joint Ventures:

1. Warner Electric LLC holds 40% of Elastomeric Actuators Inc.

² Amounts may not reflect interest charges and other borrowings/repayments based on the cash flow of the applicable entities.

10

SCHEDULE R-1

REAL PROPERTY COLLATERAL

Owner	Address	County
Kilian Manufacturing Corporation	1728 Burnet Ave. Syracuse, NY 13206	Onondaga
Ameridrives International, L.P.	1802 Pittsburgh Avenue Erie, PA 16502	Erie
Warner Electric, LLC	23601 Hoover Road Warren, MI 48089	Macomb
Warner Electric, LLC	802 East Short Street Columbia City, IN 46725	Whitley
Warner Electric, LLC	449 Gardner Street South Beloit, IL 61080	Winnebago
Warner Electric, LLC	2800 Fisher Road Wichita Falls, TX 76302	Wichita

11

Final Version

Schedule 1.1

As used in the Agreement, the following terms shall have the following definitions:

“Account” means an account (as that term is defined in the Code).

“Account Debtor” means any Person who is obligated on an Account, chattel paper, or a general intangible.

“ACH Transactions” means any cash management or related services (including the Automated Clearing House processing of electronic fund transfers through the direct Federal Reserve Fedline system) provided by a Bank Product Provider for the account of Borrowers or any of their respective Restricted Subsidiaries.

“Acquisition Documents” means the Stock Purchase Agreement, the LLC Purchase Agreement, the Merger Agreement, and the other documents, instruments and agreements executed and delivered in connection with the Acquisition Transactions, or otherwise relating thereto.

“Acquisition Transactions” means the transactions contemplated by the Stock Purchase Agreement, the LLC Purchase Agreement and the Merger Agreement.

“Administrative Borrower” has the meaning specified therefor in Section 16.9.

“Advances” has the meaning specified therefor in Section 2.1(a).

“Affiliate” means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Stock, by contract, or otherwise; provided, however, that, for purposes of the definition of Eligible Accounts and Section 6.13 hereof: (a) any Person which owns directly or indirectly 10% or more of the Stock having ordinary voting power for the election of directors or other members of the governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership or joint venture in which a Person is a general partner or joint venturer shall be deemed an Affiliate of such Person.

“Agent” has the meaning specified therefor in the preamble to the Agreement.

“Agent-Related Persons” means Agent, together with its Affiliates, officers, directors, employees, attorneys, and agents.

“Agent’s Account” means the Deposit Account of Agent identified on Schedule A-1.

“Agent’s Liens” means the Liens granted by Borrowers and their respective Restricted Subsidiaries to Agent under the Loan Documents.

“Agreement” means the Credit Agreement to which this Schedule 1.1 is attached.

“Applicable Prepayment Premium” has the meaning specified therefore in the Fee Letter.

“Asset Sale” means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business, consistent with past practice), assignment or other transfer of:

(a) any Stock of any Borrower or any of its Restricted Subsidiaries; or

(b) any other property or assets of any Borrower or any of its Restricted Subsidiaries other than in the ordinary course of business, consistent with past practice;

provided, that Asset Sales shall not include:

(1) a transaction or series of related transactions for which the applicable Loan Party received aggregate consideration of less than $2,500,000;

(2) any distribution permitted pursuant to Section 6.10 or a transaction included in the definition of Permitted Investment;

(3) the sale of Cash Equivalents;

(4) the creation of a Permitted Lien (but not the sale or other disposition of the property subject to such Lien); and

(5) a transfer from a Loan Party to another Loan Party.

“Assignee” has the meaning specified therefor in Section 13.1(a).

“Assignment and Acceptance” means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1.

“Authorized Person” means any officer or employee of Administrative Borrower.

“Availability” means, as of any date of determination, the amount that Borrowers are entitled to borrow as Advances hereunder (after giving effect to all then outstanding Obligations (other than Bank Product Obligations) and all sublimits and reserves then applicable hereunder).

“Bank Product” means any financial accommodation extended to any Borrower or their respective Restricted Subsidiaries by a Bank Product Provider (other than pursuant to the Loan Documents) including: (a) ACH Transactions, (b) cash management, including controlled disbursement, accounts or services, or (c) transactions under Hedge Agreements.

“Bank Product Agreements” means those agreements entered into from time to time by any Borrower or any of its Restricted Subsidiaries with a Bank Product Provider in connection with the obtaining of any of the Bank Products.

“Bank Product Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by any Borrower or any of its Restricted Subsidiaries to any Bank Product Provider pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that any Borrower or any of its Restricted Subsidiaries are obligated to reimburse to Agent or any member of the Lender Group as a result of Agent or such member of the Lender Group purchasing participations from, or executing indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to any Borrower or any of its Restricted Subsidiaries.

2

“Bank Product Provider” means Wells Fargo or any of its Affiliates.

“Bank Product Reserve” means, as of any date of determination, the amount of reserves that Agent has established (based upon the Bank Product Providers’ reasonable determination of the credit exposure of Borrowers and their respective Restricted Subsidiaries in respect of Bank Products) in respect of Bank Products then provided or outstanding.

“Bankruptcy Code” means title 11 of the United States Code, as in effect from time to time.

“Base LIBOR Rate” means the rate per annum, determined by Agent in accordance with its customary procedures, and utilizing such electronic or other quotation sources as it considers appropriate (rounded upwards, if necessary, to the next 1/100%), to be the rate at which Dollar deposits (for delivery on the first day of the requested Interest Period) are offered to major banks in the London interbank market 2 Business Days prior to the commencement of the requested Interest Period, for a term and in an amount comparable to the Interest Period and the amount of the LIBOR Rate Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by Administrative Borrower in accordance with the Agreement, which determination shall be conclusive in the absence of manifest error.

“Base Rate” means, the rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate.

“Base Rate Loan” means the portion of the Advances that bears interest at a rate determined by reference to the Base Rate.

“Base Rate Margin” means 1.25 percentage points.

“Board of Directors” means the board of directors (or comparable managers or other equivalents) of any Borrower or any of its Restricted Subsidiaries or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers or other equivalents).

“Borrower” and “Borrowers” have the respective meanings specified therefor in the preamble to the Agreement.

“Borrowing” means a borrowing hereunder consisting of Advances made on the same day by the Lenders (or Agent on behalf thereof), or by Swing Lender in the case of a Swing Loan, or by Agent in the case of a Protective Advance, in each case, to Administrative Borrower.

“Borrowing Base” means, as of any date of determination, the result of:

(a) 85% of the amount of Eligible Accounts, less the amount, if any, of the Dilution Reserve, plus

(b) the lesser of

(i) $15,000,000 and

(ii) 50% of the net book value of Eligible Inventory, plus

(c) the lesser of

(i) $7,500,000 and

(ii) 20% of the Eligible Real Property and Equipment Book Value, minus

3

(d) the sum of (i) the Bank Product Reserve, and (ii) the aggregate amount of reserves, if any, established by Agent under Section 2.1(b).

“Borrowing Base Certificate” means a certificate in the form of Exhibit B-1.

“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the state of New York, except that, if a determination of a Business Day shall relate to a LIBOR Rate Loan, the term “Business Day” also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market.

“Capital Expenditures” means, with respect to any Person for any period, the aggregate of all expenditures by such Person and its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed.

“Capitalized Lease Obligation” means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance with GAAP.

“Capital Lease” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

“Cash Disposition Instruction” has the meaning specified therefor in Section 2.7(b).

“Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), (c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit or bankers’ acceptances maturing within 1 year from the date of acquisition thereof issued by any bank organized under the laws of the United States, any state thereof or the District of Columbia or the United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000, (e) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the amount maintained with any such other bank is less than or equal to $100,000 and is insured by the Federal Deposit Insurance Corporation, (f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or recognized securities dealer having combined capital and surplus of net less than $250,000,000, provided that such repurchase obligations have a term of not more than seven (7) days and are securities that otherwise satisfy the criteria in clause (a) or (d) above, and (g) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (f) above.

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“Cash Management Account” has the meaning specified therefor in Section 2.7(a).

“Cash Management Agreements” means those certain cash management agreements, in form and substance reasonably satisfactory to Agent, each of which is among a Borrower or one of its Restricted Subsidiaries, Agent, and one of the Cash Management Banks.

“Cash Management Bank” has the meaning specified therefor in Section 2.7(a).

“Cash Sweep Instruction” has the meaning specified therefor in Section 2.7(b).

“Change of Control” means that (a) at any time prior to the first occurrence of a Qualified IPO, Permitted Holders cease for any reason to be the beneficial owner (as defined in Sections 13(d) and 14(d) of the Exchange Act), directly or indirectly, of 51% or more of the Stock of Parent having the right to vote for the election of members of the Board of Directors thereof, (b) at any time after the first occurrence of a Qualified IPO, (i) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Sections 13(d) and 14(d) of the Exchange Act), directly or indirectly, of more than 35% of the Stock of Parent having the right to vote for the election of members of the Board of Directors thereof, and (ii) Permitted Holders cease for any reason to be the beneficial owner (as defined in Sections 13(d) and 14(d) of the Exchange Act), directly or indirectly, of more of the Stock of Parent having the right to vote for the election of members of the Board of Directors thereof than such other “person” or “group,” (c) except for transactions permitted under Section 6.3 or Section 6.4, any Borrower fails to own or control, directly or indirectly, 100% of the Stock of each of its Subsidiaries that are Borrowers or Restricted Subsidiaries (after giving effect to the Acquisition Transactions) having the right to vote for the election of members of the Board of Directors thereof, or (d) a “Change of Control” (or other comparable term) shall occur under any Indenture Document or any document evidencing any Permitted Subordinated Indebtedness of Parent or its Subsidiaries.

“Closing Date” means the date of the making of the initial Advance (or other extension of credit) hereunder or the date on which Agent sends Administrative Borrower a written notice that each of the conditions precedent set forth in Section 3.1 either have been satisfied or have been waived.

“Code” means the New York Uniform Commercial Code, as in effect from time to time.

“Collateral” means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by Borrowers or any of their respective Restricted Subsidiaries in or upon which a Lien is granted under any of the Loan Documents.

“Collateral Access Agreement” means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in Borrower’s or any of their respective Restricted Subsidiaries’ books and records, Equipment or Inventory, in each case, in form and substance reasonably satisfactory to Agent.

“Collections” means all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds).

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“Commitment” means, with respect to each Lender, its Commitment, and, with respect to all Lenders, their Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 or in the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C-1 delivered by the chief financial officer, controller, treasurer, vice president of finance or another officer performing comparable duties to those typically granted to any of the foregoing of Parent to Agent.

“Consolidated EBITDA” means, with respect to any fiscal period, the sum (without duplication) of:

(a) Consolidated Net Income; and

(b) to the extent Consolidated Net Income has been reduced thereby:

(i) all income taxes paid or accrued in accordance with GAAP for such period;

(ii) Interest Expense and interest attributable to write-offs of deferred financing costs;

(iii) management fees paid pursuant to the Management Agreement;

(iv) non-cash non-recurring charges;

(v) cash non-recurring charges in an aggregate amount not to exceed $1,000,000 in any fiscal year; and

(vi) Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net Income for such period.

all as determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, for any period, the aggregate net income (or loss) of Parent and its Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided, that there shall be excluded therefrom (to the extent otherwise included therein):

(a) gains from Asset Sales and extraordinary gains, in each case together with any provision for taxes on such gains;

(b) the net income (but not loss) of any Subsidiary of Parent to the extent that the declaration of dividends or similar distributions by that Subsidiary of that income is restricted by contract, operation of law or otherwise;

(c) the net income (but not loss) of any Person, other than a Borrower or a Restricted Subsidiary of any Borrower, except to the extent of cash dividends or distributions paid to any Borrower or any of its Restricted Subsidiaries by such Person;

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(d) any restoration to income of any material contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Closing Date;

(e) income or loss attributable to discontinued operations (including without limitation, operations disposed of during such period whether or not such operations were classified or discontinued);

(f) all gains realized on or because of the purchase or other acquisition by any Borrower, or any of their respective Restricted Subsidiaries of any securities of such Person or any of its Restricted Subsidiaries;

(g) the cumulative effect of a change in accounting principles; and

(h) in the case of a successor to Parent by consolidation or merger or as a transferee of the Parent’s assets, any earnings of the successor corporation prior to such consolidations, merger or transfer of assets.

“Consolidated Non-cash Charges” mean, with respect to any Person, for any period, the aggregate depreciation, amortization and other non-cash items and expenses of such Person and its consolidated Subsidiaries to the extent they reduce Consolidated Net Income of such Person for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charges constituting an extraordinary item or loss or any such charge that requires an accrual of or a reserve for cash charges for any future period).

“Control Agreement” means a control agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by a Borrower or one of their respective Restricted Subsidiaries, Agent, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account).

“Controlled Foreign Corporation” means “controlled foreign corporation” as defined in the IRC.

“Copyright Security Agreement” has the meaning specified therefor in the Security Agreement.

“Daily Balance” means, as of any date of determination and with respect to any Obligation, the amount of such Obligation owed at the end of such day.

“Default” means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.

“Defaulting Lender” means any Lender that fails to make any Advance (or other extension of credit) that it is required to make hereunder on the date that it is required to do so hereunder.

“Defaulting Lender Rate” means (a) for the first 3 days from and after the date the relevant payment is due, the Base Rate, and (b) thereafter, the interest rate then applicable to Advances that are Base Rate Loans (inclusive of the Base Rate Margin applicable thereto).

“Deposit Account” means any deposit account (as that term is defined in the Code).

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“Designated Account” means the Deposit Account of Administrative Borrower identified on Schedule D-1.

“Designated Account Bank” has the meaning specified therefor in Schedule D-1.

“Dilution” means, as of any date of determination, a percentage, based upon the experience of the immediately prior 180 consecutive days, that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to Borrowers’ Accounts during such period, by (b) Borrowers’ billings with respect to Accounts during such period.

“Dilution Reserve” means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts by 1 percentage point for each percentage point by which Dilution is in excess of 5.0%.

“Disposition” has the meaning specified therefor in Section 6.4.

“Dollars” or “$” means United States dollars.

“EBITDA” means, with respect to any fiscal period and any Person, such Person’s and its Subsidiaries’ consolidated net earnings (or loss), minus extraordinary gains and interest income, plus interest expense, income taxes, and depreciation and amortization for such period, in each case, as determined in accordance with GAAP.

“Eligible Accounts” means those Accounts created by a Borrower in the ordinary course of its business, that arise out of its sale of goods or rendition of services, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, however, that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion to address the results of any audit performed by Agent from time to time after the Closing Date; provided, further, however, that Agent shall use commercially reasonable efforts to notify Administrative Borrower at or before the time such eligibility criteria are revised. In determining the amount to be included, Eligible Accounts shall be calculated net of customer deposits and unapplied cash. Eligible Accounts shall not include the following:

(a) Accounts that the Account Debtor (i) has failed to pay within 90 days (or, with respect to Accounts with selling terms of more than 60 days, 105 days) after the original invoice date, (ii) are more than 60 days after the due date, or (iii) Accounts with selling terms of more than 120 days,

(b) Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above,

(c) Accounts with respect to which the Account Debtor is an Affiliate of any Borrower or an employee or agent of any Borrower or any Affiliate of any Borrower,

(d) Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional,

(e) Accounts that are not payable in Dollars,

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(f) Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States, or (ii) is not organized under the laws of the United States or any state thereof, or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (x) the Account is supported by an irrevocable letter of credit reasonably satisfactory to Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to Agent and is directly drawable by Agent, or (y) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to Agent,

(g) Accounts with respect to which the Account Debtor is the United States or any department, agency, or instrumentality of the United States or any state of the United States (exclusive, however, of Accounts with respect to which the applicable Borrower has complied, to the reasonable satisfaction of Agent, with the Assignment of Claims Act, 31 USC § 3727, or any similar state or local law, if applicable),

(h) Accounts with respect to which the Account Debtor claims a credit from any Borrower, has or has asserted a right of setoff, or has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of setoff, or dispute,

(i) Accounts with respect to an Account Debtor whose total obligations owing to Borrowers exceed 10% (such percentage, as applied to a particular Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, however, that as to the following Account Debtors, a percentage limitation of 20% (in lieu of 10%) shall apply for purposes hereof: Motion Industries, Kaman, John Deere, Mitsubishi, W.W. Granger and AIT; provided, further, however, that, in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,

(j) Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, or as to which a Borrower has received written notice of an imminent Insolvency Proceeding of such Account Debtor,

(k) Accounts with respect to which the Account Debtor is located in a state or jurisdiction (e.g., New Jersey, Minnesota, and West Virginia) that requires, as a condition to access to the courts of such jurisdiction, that a creditor qualify to transact business, file a business activities report or other report or form, or take one or more other actions, unless the applicable Borrower has so qualified, filed such reports or forms, or taken such actions (and, in each case, paid any required fees or other charges), except to the extent that the applicable Borrower may qualify subsequently as a foreign entity authorized to transact business in such state or jurisdiction and gain access to such courts, without incurring any cost or penalty viewed by Agent, in its Permitted Discretion, to be significant in amount, and such later qualification cures any access to such courts to enforce payment of such Account,

(l) Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful by reason of the Account Debtor’s financial condition,

(m) Accounts that are not subject to a valid and perfected first priority Agent’s Lien,

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(n) Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor, or

(o) Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by the applicable Borrower of the subject contract for goods or services.

“Eligible Equipment” means the Equipment of Borrowers located at the locations identified on Schedules 4.5(a) and 4.5(b) hereto, as such schedules may be amended or supplemented from time to time in accordance with the Agreement.

“Eligible Finished Goods Inventory” means Inventory of Borrowers consisting of first quality finished goods held for sale in the ordinary course of Borrowers’ business and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, however, that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion to address the results of any audit or appraisal performed by Agent from time to time after the Closing Date; provided, further, however, that Agent shall use commercially reasonable efforts to notify Administrative Borrower at or before the time such eligibility criteria are revised. In determining the amount to be so included, Inventory shall be valued at the lower of cost computed on a first-in first-out basis in accordance with GAAP or market value on a basis consistent with Borrowers’ historical accounting practices. An item of Inventory shall not be included in Eligible Finished Goods Inventory if:

(a) a Borrower does not have good, valid, and marketable title thereto,

(b) it is not located at one of the locations in the continental United States set forth on Schedules 4.5(a) and 4.5(b), as such schedules may be amended from time to time in accordance with the Agreement (or in-transit from one such location to another such location),

(c) it is not subject to a valid and perfected first priority Agent’s Lien,

(d) it consists of goods returned or rejected by a Borrower’s customers, or

(e) it consists of goods that are obsolete or slow moving, work-in-process, raw materials, or goods that constitute spare parts, packaging and shipping materials, supplies used or consumed in a Borrower’s business, bill and hold goods, defective goods, “seconds,” or Inventory acquired on consignment.

“Eligible Inventory” means, collectively, Eligible Finished Goods Inventory and Eligible Raw Materials Inventory.

“Eligible Raw Materials Inventory” means Inventory of Borrowers consisting of first quality raw materials to be used in Borrowers’ production process and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, however, that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion to address the results of any audit or appraisal performed by Agent from time to time after the Closing Date; provided, further, however, that Agent shall use commercially reasonable efforts to notify Administrative Borrower at or before the time such eligibility criteria are revised. In determining the amount to be so included, Inventory shall be valued at the lower of cost computed on a first-in first-out basis in accordance with GAAP or market value on a basis consistent with Borrowers’ historical accounting practices. An item of Inventory shall not be included in Eligible Raw Materials Inventory if:

(a) a Borrower does not have good, valid, and marketable title thereto,

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(b) it is not located at one of the locations in the continental United States set forth on Schedules 4.5(a) and 4.5(b), as such schedules may be amended or supplemented from time to time in accordance with the Agreement (or in-transit from one such location to another such location),

(c) it is not subject to a valid and perfected first priority Agent’s Lien, or

(d) it consists of goods that are obsolete or slow moving, work-in-process, finished goods, or goods that constitute spare parts, packaging and shipping materials, supplies used or consumed in a Borrower’s business, bill and hold goods, defective goods, “seconds,” or Inventory acquired on consignment.

“Eligible Real Property” means the Real Property Collateral of Borrowers located in the United States; provided, however, that no such Real Property Collateral shall be deemed to be “Eligible Real Property” until all of the following conditions are satisfied with respect thereto: (a) Agent shall have been granted a first priority Mortgage on such Real Property Collateral; (b) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for such Real Property Collateral issued by a title insurance company reasonably satisfactory to Agent in an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and such mortgagee title insurance policies (or marked commitments to issue the same) otherwise shall be in form and substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall have paid to said title insurance company all expenses and premiums of said title insurance company in connection with the issuance of such mortgagee title insurance policies (or marked commitments to issue the same) and in addition shall, to the extent required, have paid all recording costs, stamp taxes, mortgage taxes, intangibles taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; and (d) Agent shall have received such other documentation and opinions of counsel, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including, without limitation, surveys (or existing surveys and survey affidavits that are (x) sufficient to have the “matters that would be shown on a survey” exception deleted from the mortgagee policy of title insurance and (y) reasonably satisfactory to Agent), financing statements and fixture filings.

“Eligible Real Property and Equipment Book Value” means the net book value of the Eligible Real Property and the Eligible Equipment, such value to be as determined from time to time by a qualified appraisal company selected by Agent, net of all related costs and expenses.

“Eligible Transferee” means (a) a commercial bank organized under the laws of the United States, or any state thereof, and having total assets in excess of $250,000,000, (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development or a political subdivision of any such country and which has total assets in excess of $250,000,000, provided that such bank is acting through a branch or agency located in the United States, (c) a finance company, insurance company, or other financial institution or fund that is engaged in making, purchasing, or otherwise investing in commercial loans in the ordinary course of its business and having (together with its Affiliates) total assets in excess of $250,000,000, (d) any Affiliate (other than individuals) of a Lender, (e) so long as no Event of Default has occurred and is continuing, any other Person approved by Agent and Administrative Borrower (which approval of Administrative Borrower shall not be unreasonably withheld, delayed, or conditioned), and (f) during the continuation of an Event of Default, any other Person approved by Agent.

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“Environmental Actions” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding or judgment from any Governmental Authority, or any third party alleging violations of Environmental Laws or releases of Hazardous Materials in violation of Environmental Laws from (a) any assets, properties, or businesses of any Borrower, any of their respective Subsidiaries, or any of their predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by any Borrower, any of their respective Subsidiaries, or any of their predecessors in interest.

“Environmental Claim” has the meaning specified therefore in Section 4.14.

“Environmental Law” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy or rule of common law now or hereafter in effect and in each case as amended, or any binding judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the extent binding on any Borrower or any of their respective Subsidiaries, relating to the environment, or the effect of the environment on employee health, in each case as amended from time to time.

“Environmental Liabilities” means all liabilities, monetary obligations, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities.

“Equipment” means equipment (as that term is defined in the Code).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, from time to time, and the regulations promulgated thereunder.

“ERISA Affiliate” means each business or entity which is a member of a “controlled group of corporations”, under “common control” or an “affiliated service group” with any Borrower or any of its Restricted Subsidiaries within the meaning of Section 414(b), (c) or (m) of the IRC, required to be aggregated with any Borrower or any of its Restricted Subsidiaries under Section 414(o) of the IRC, or is under “common control” with any Borrower or any of its Restricted Subsidiaries, within the meaning of Section 4001(a)(14) of ERISA.

“ERISA Event” means (a) a reportable event as defined in Section 4043 of ERISA and the regulations issued under such Section with respect to a Pension Plan, excluding, however, such events as to which the PBGC by regulation has waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event; (b) a withdrawal by any Borrower, any of their respective Restricted Subsidiaries, or any ERISA Affiliate from a Pension Plan or the termination of any Pension Plan resulting in liability under Sections 4063 or 4064 of ERISA; (c) the withdrawal of any Borrower, any of their respective Restricted Subsidiaries, or ERISA Affiliate in a complete or partial withdrawal (within the meaning of Section 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by any Borrower, any of their respective Restricted Subsidiaries, or ERISA Affiliate of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA; (d) the filing of a notice of intent to terminate, the treatment of a plan

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amendment as a termination under Section 4041(c) of ERISA, or the treatment of a plan amendment as a termination under Section 4041(e) of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan; (e) the imposition of liability on any Borrower, any of their respective Restricted Subsidiaries, or any ERISA Affiliate pursuant to Sections 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (f) the failure by any Borrower, any of their respective Restricted Subsidiaries, or any ERISA Affiliate to make any required contribution to a Pension Plan, or the failure to meet the minimum funding standard of Section 412 of the IRC with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the IRC) or the failure to make by its due date a required installment under Section 412(m) of the IRC with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (g) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (h) the imposition of any material liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower, any of their respective Restricted Subsidiaries or any ERISA Affiliate; (i) an application for a funding waiver under Section 303 of ERISA or an extension of any amortization period pursuant to Section 412 of the IRC with respect to any Pension Plan; (j) the occurrence of a non-exempt prohibited transaction under Sections 406 or 407 of ERISA for which any Borrower, or any of their respective Restricted Subsidiaries, may be directly or indirectly liable and which is reasonably expected to result in a material liability to any Borrower or any of its Restricted Subsidiaries; (k) the occurrence of an act or omission which could give rise to the imposition on any Borrower, any of their respective Restricted Subsidiaries, or any ERISA Affiliate of material fines, material penalties, material taxes or material related charges under Chapter 43 of the IRC or under Sections 409, 502(c), (i) or (1) or 4071 of ERISA; (l) the assertion of a material claim (other than routine claims for benefits) against any Plan or the assets thereof, or against any Borrower or any of its Restricted Subsidiaries in connection with any such Plan; (m) receipt from the Internal Revenue Service of notice of the failure of any Qualified Plan to qualify under Section 401(a) of the IRC, or the failure of any trust forming part of any Qualified Plan to fail to qualify for exemption from taxation under Section 501(a) of the IRC; or (n) the imposition of any lien on any of the rights, properties or assets of any Borrower, any of their respective Restricted Subsidiaries, or any ERISA Affiliate, in either case pursuant to Section 302(f) of ERISA or Title IV of ERISA or to the penalty or excise tax provisions of the IRC or to Section 401(a)(29) or 412(n) of the IRC.

“Event of Default” has the meaning specified therefor in Section 7.

“Excess Availability” means, as of any date of determination, the amount equal to Availability minus the aggregate amount, if any, of all trade payables of Borrowers and their Restricted Subsidiaries more than sixty (60) days past due (excluding payments which are the subject of a Permitted Protest so long as Agent receives documentation with respect to such Permitted Protest that is reasonably satisfactory to Agent), in each case as determined by Agent in its Permitted Discretion.

“Exchange Act” means the Securities Exchange Act of 1934, as in effect from time to time.

“Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined by the Board of Directors of a Loan Party acting reasonably and in good faith, and shall be evidenced by a resolution of such Loan Party’s Board of Directors.

“Fee Letter” means that certain fee letter between Borrowers and Agent, in form and substance reasonably satisfactory to Agent.

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“Fixed Charges” means with respect to Parent and its Subsidiaries for any period, the sum, without duplication, of (a) Interest Expense, (b) principal payments required to be paid during such period in respect of Indebtedness, and (c) all federal, state, and local income taxes accrued for such period.

“Fixed Charge Coverage Ratio” means, with respect to Parent and its Subsidiaries for any period, the ratio of (a) Consolidated EBITDA for such period minus Capital Expenditures made (to the extent not already incurred in a prior period) or incurred during such period, to (b) Fixed Charges for such period.

“Foreign Lender” has the meaning specified therefore in Section 15.11(b)(i).

“Funding Date” means the date on which a Borrowing occurs.

“Funding Losses” has the meaning specified therefor in Section 2.13(b)(ii).

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.

“Governing Documents” means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.

“Governmental Authority” means any federal, state, local, or other governmental or administrative body, instrumentality, board, department, or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

“Guarantors” means each Restricted Subsidiary of Parent that is not a Borrower and each other Subsidiary of Parent that executes a joinder to the Guaranty after the Closing Date in accordance with Section 5.16; and “Guarantor” means any one of them.

“Guaranty” means that certain general continuing guaranty executed and delivered by each Guarantor in favor of Agent for the benefit of the Lender Group and the Bank Product Providers, in form and substance satisfactory to Agent.

“Hazardous Materials” means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable Environmental Laws or regulations as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity,” (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.

“Hedge Agreement” means any and all agreements, or documents now existing or hereafter entered into by a Borrower or any of their respective Restricted Subsidiaries that provide for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging a Borrower’s or any of their respective Restricted Subsidiaries’ exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity prices.

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“Holdings” means Altra Holdings, Inc., a Delaware corporation.

“Holdout Lender” has the meaning specified therefor in Section 14.2(a).

“Indebtedness” means (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, (c) all obligations as a lessee under Capital Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of a Person or its Subsidiaries, irrespective of whether such obligation or liability is assumed (with the amount of such Indebtedness being the lesser of the Indebtedness secured thereby or the book value of the assets constituting security therefor), (e) all obligations to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices), (f) all obligations owing under Hedge Agreements, and (g) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (a) through (f) above.

“Indenture” means the Indenture, dated as of November 30, 2004, by and among Parent, the Subsidiaries of Parent party thereto and Trustee.

“Indenture Documents” means the Indenture and, the Senior Notes, the Collateral Agreements (as defined in the Indenture), and all other documents, instruments and agreements executed or delivered by any of the Parent and its Subsidiaries in connection therewith.

“Indemnified Liabilities” has the meaning specified therefor in Section 10.3.

“Indemnified Person” has the meaning specified therefor in Section 10.3.

“Independent Financial Advisor” means a nationally-recognized accounting, appraisal or investment banking firm: (i) that does not, and whose directors, officers and employees or Affiliates do not, have a direct or indirect financial interest in Parent; and (ii) that, in the judgment of the Board of Directors of Parent, is otherwise independent and qualified to perform the task for which it is to be engaged.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief and including the appointment of a trustee, receiver, administrative receiver, administrator or similar officer.

“Intercompany Subordination Agreement” means a subordination agreement executed and delivered by Borrowers, each of their respective Restricted Subsidiaries and Agent, the form and substance of which is reasonably satisfactory to Agent.

“Intercreditor Agreement” means the Intercreditor Agreement dated as of the date hereof between WFF and Trustee, as amended, modified, supplemented or restated from time to time.

“Interest Expense” means, for any period, the aggregate of the interest expense of Parent and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, and including, without duplication, (a) all amortization or accretion of original issue discount; (b) the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by Parent and its Restricted Subsidiaries during such period; and (c) net cash costs under all Interest Swap Obligations (including amortization of fees).

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“Interest Period” means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate Loan (or the continuation of a LIBOR Rate Loan or the conversion of a Base Rate Loan to a LIBOR Rate Loan) and ending 1, 2, 3 or 6 months thereafter; provided, however, that (a) if any Interest Period would end on a day that is not a Business Day, such Interest Period shall be extended (subject to clauses (c)-(e) below) to the next succeeding Business Day, (b) interest shall accrue at the applicable rate based upon the LIBOR Rate from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (c) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (d) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1, 2, 3 or 6 months after the date on which the Interest Period began, as applicable, and (e) Borrowers (or Administrative Borrower on behalf thereof) may not elect an Interest Period which will end after the Maturity Date.

“Interest Swap Obligations” means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.

“Inventory” means inventory (as that term is defined in the Code).

“Investment” means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans, guarantees, advances, or capital contributions (excluding (a) commission, travel, and similar advances to officers, directors, employees and consultants of such Person made in the ordinary course of business, and (b) extensions of trade credit arising in the ordinary course of business consistent with past practice), purchases or other acquisitions of Indebtedness, Stock, or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

“IRC” means the Internal Revenue Code of 1986, as in effect from time to time, and the regulations promulgated thereunder.

“Issuing Lender” means WFF or any other Lender that, at the request of Administrative Borrower and with the consent of Agent (not to be unreasonably withheld, conditioned or delayed), agrees, in such Lender’s sole discretion, to become an Issuing Lender for the purpose of issuing L/Cs or L/C Undertakings pursuant to Section 2.12.

“L/C” has the meaning specified therefor in Section 2.12(a).

“L/C Disbursement” means a payment made by the Issuing Lender pursuant to a Letter of Credit.

“L/C Undertaking” has the meaning specified therefor in Section 2.12(a).

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“Lender” and “Lenders” have the respective meanings set forth in the preamble to the Agreement, and shall include any other Person made a party to the Agreement in accordance with the provisions of Section 13.1.

“Lender Group” means, individually and collectively, each of the Lenders (including the Issuing Lender) and Agent.

“Lender Group Expenses” means all (a) costs or expenses (including taxes, and insurance premiums) required to be paid by any Borrower or any of its Restricted Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, (b) fees or charges paid or incurred by Agent in connection with the Lender Group’s transactions with any Borrower or any of its Restricted Subsidiaries, including, fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and UCC searches and including searches with the patent and trademark office, the copyright office, or the department of motor vehicles), filing, recording, publication, appraisal (including periodic collateral appraisals or business valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement), real estate surveys, real estate title policies and endorsements, and environmental audits, (c) costs and expenses incurred by Agent in the disbursement of funds to Borrowers or other members of the Lender Group (by wire transfer or otherwise), (d) charges paid or incurred by Agent resulting from the dishonor of checks, (e) reasonable costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision of the Loan Documents, or in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (f) audit fees and expenses of Agent related to any inspections or audits to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement, (g) reasonable costs and expenses of third party claims or any other suit paid or incurred by the Lender Group in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or the Lender Group’s relationship with any Borrower or any of its Restricted Subsidiaries, (h) Agent’s and each Lender’s reasonable costs and expenses (including attorneys fees) incurred in advising, structuring, drafting, reviewing, administering, syndicating, or amending the Loan Documents, and (i) Agent’s and each Lender’s reasonable costs and expenses (including attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning any Borrower or any of its Restricted Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether suit is brought, or in taking any Remedial Action concerning the Collateral.

“Lender-Related Person” means, with respect to any Lender, such Lender, together with such Lender’s Affiliates, officers, directors, employees, attorneys, and agents.

“Letter of Credit” means an L/C or an L/C Undertaking, as the context requires.

“Letter of Credit Usage” means, as of any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit.

“LIBOR Deadline” has the meaning specified therefor in Section 2.13(b)(i).

“LIBOR Notice” means a written notice in the form of Exhibit L-1.

“LIBOR Option” has the meaning specified therefor in Section 2.13(a).

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“LIBOR Rate” means, for each Interest Period for each LIBOR Rate Loan, the rate per annum determined by Agent (rounded upwards, if necessary, to the next 1/100%) by dividing (a) the Base LIBOR Rate for such Interest Period, by (b) 100% minus the Reserve Percentage. The LIBOR Rate shall be adjusted on and as of the effective day of any change in the Reserve Percentage.

“LIBOR Rate Loan” means each portion of an Advance that bears interest at a rate determined by reference to the LIBOR Rate.

“LIBOR Rate Margin” means 2.50 percentage points.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or other), charge, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement, security agreement, conditional sale or trust receipt, or other security interest in, on or of such asset to secure or provide for the payment of any obligation of any Person, whether arising by contract, operation of law or otherwise, and also includes reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Real Property.

“LLC Purchase Agreement” means the LLC Purchase Agreement, dated as of October 25, 2004, among Warner Electric Holding Inc., Colfax Corporation and Holdings.

“Loan Account” has the meaning specified therefor in Section 2.10.

“Loan Documents” means the Agreement, the Cash Management Agreements, the Copyright Security Agreement, the Control Agreements, the Fee Letter, the Guaranty, the Intercompany Subordination Agreement, the Intercreditor Agreement, the Letters of Credit, the Mortgages, the Patent Security Agreement, the Security Agreement, the Trademark Security Agreement, the Perfection Certificate, executed by any Loan Party in connection with the Agreement, and any other agreement entered into, now or in the future, by any Loan Party and the Lender Group in connection with the Agreement.

“Loan Parties” means, collectively, Borrowers and Guarantors, and “Loan Party” means any one of them.

“Management Agreement” means that certain Advisor Services Agreement dated as of the Closing Date by and between Parent, Holdings and Genstar Capital L.P.

“Material Adverse Change” means (a) a material adverse change in the business, operations, assets, liabilities or condition (financial or otherwise) of Borrowers and their Restricted Subsidiaries, taken as a whole, (b) a material impairment of a Borrower’s or any of its Restricted Subsidiaries’ ability to perform its obligations under the Loan Documents to which it is a party or of the Lender Group’s ability to enforce the Obligations or realize upon the Collateral, or (c) a material impairment of the enforceability or priority of the Agent’s Liens with respect to the Collateral as a result of an action or failure to act on the part of a Borrower or a Restricted Subsidiary of a Borrower.

“Maturity Date” has the meaning specified therefor in Section 3.3.

“Material Contract” means, with respect to any Person, any contract or agreement, whether entered into as of the Closing Date or after the Closing Date, if the breach of any such contract or agreement or the failure of any such contract or agreement to be in full force and effect could be reasonably expected to result in a Material Adverse Change.

“Maximum Revolver Amount” means $30,000,000.

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“Merger Agreement” means the Certificate of Ownership and Merger dated as of the date hereof, by and between Parent and Power Transmission Holding LLC.

“Moody’s” has the meaning specified therefore in the definition of Cash Equivalents.

“Mortgage Policy” has the meaning specified therefor in Schedule 3.1(v).

“Mortgages” means, individually and collectively, one or more mortgages, deeds of trust, or deeds to secure debt, executed and delivered by any Borrower or any of its Restricted Subsidiaries in favor of Agent, in form and substance reasonably satisfactory to Agent, that encumber the Real Property Collateral.

“Multiemployer Plan” means a “multiemployer plan” (within the meaning of Section 3(37) of ERISA) to which any Borrower, any of its Restricted Subsidiaries, or any ERISA Affiliate makes, is making, is obligated, or within the last six years has been obligated, to make contributions.

“Net Cash Proceeds” means (a) with respect to the sale or issuance by any Person of any shares of its Stock, the aggregate amount of cash received (directly or indirectly) from time to time (whether as initial consideration or through the payment or disposition of deferred consideration) by or on behalf of such Person in connection therewith, after deducting therefrom only (i) costs and expenses related thereto incurred by such Person in connection therewith (including, without limitation, legal, accounting and investment banking fees, and underwriting discounts and commissions), (ii) transfer taxes paid by such Person in connection therewith and (iii) net income taxes to be paid in connection therewith (after taking into account any tax credits or deductions and any tax sharing arrangements), and (b) with respect to any sale or disposition by any Person thereof of property or assets, the amount of Collections received (directly or indirectly) from time to time (whether as initial consideration or through the payment of deferred consideration) by or on behalf of such Person in connection therewith after deducting therefrom only (i) the amount of any Indebtedness secured by any Permitted Lien on any asset (other than (A) Indebtedness owing to Agent or any Lender under the Agreement or the other Loan Documents and (B) Indebtedness assumed by the purchaser of such asset) which is required to be, and is, repaid in connection with such disposition, (ii) reasonable expenses related thereto incurred by such Person in connection therewith, and (iii) taxes paid or payable to any taxing authorities by such Person in connection therewith, in each case to the extent, but only to the extent, that the amounts so deducted are, at the time of receipt of such cash, actually paid or payable to a Person that is not an Affiliate and are properly attributable to such transaction.

“Obligations” means all loans, Advances, debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), contingent reimbursement obligations with respect to outstanding Letters of Credit, premiums, liabilities (including all amounts charged to Borrowers’ Loan Account pursuant hereto), obligations (including indemnification obligations), fees (including the fees provided for in the Fee Letter), charges, costs, Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), guaranties, covenants, and duties of any kind and description owing by Borrowers to the Lender Group pursuant to or evidenced by the Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all Lender Group Expenses that Borrowers are required to pay or reimburse by the Loan Documents, by law, or otherwise. Any reference in the Agreement or in the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

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“Originating Lender” has the meaning specified therefor in Section 13.1(e).

“Overadvance” has the meaning specified therefor in Section 2.5.

“Parent” has the meaning specified therefor in the preamble to the Agreement.

“Participant” has the meaning specified therefor in Section 13.1(e).

“Patent Security Agreement” has the meaning specified therefore in the Security Agreement.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Pension Plan” means an employee pension benefit plan (as defined in Section 3(2) of ERISA) other than a Multiemployer Plan (a) that is or has within the last six years maintained or sponsored by any Borrower, any of its Restricted Subsidiaries, or any ERISA Affiliate or to which any Borrower, any of its Restricted Subsidiaries, or any ERISA Affiliate has within the last six years made, or was obligated to make, contributions, and (b) that is or was subject to Section 412 of the IRC, Section 302 of ERISA or Title IV of ERISA.

“Perfection Certificate” means the representations and warranties of officers form submitted by Agent to Administrative Borrower, together with Borrowers’ and Guarantors’ completed responses to the inquiries set forth therein, the form and substance of such responses to be reasonably satisfactory to Agent.

“Permitted Acquired Indebtedness” means Indebtedness of any other Person whose assets or Stock are acquired by Parent or a Restricted Subsidiary in a Permitted Acquisition; provided, that such Indebtedness (a) (i) was existing at the time such Person becomes a Restricted Subsidiary or at the time it merges or consolidates with or into Parent or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person or (ii) was incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Subsidiary upon the consummation of the acquisition of all or substantially all of the assets or all of the Capital Stock of such Person by Parent or any Restricted Subsidiary, (b) is without recourse to any Loan Party or any of the Restricted Subsidiaries or any of their respective properties and assets, other than the Person or the assets to which such Indebtedness relates, and (c) both immediately prior to and immediately after giving effect to such Indebtedness, Borrowers and their respective Restricted Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 6.16.

“Permitted Acquisition(s)” means any acquisition by Holdings, the Borrowers or any of their Subsidiaries of assets or capital Stock of a Person, provided that each of the following conditions is satisfied:

(a) such assets or capital Stock are related to the business permitted under Section 6.6;

(b) such Person delivers to Agent written confirmation, supported by reasonably detailed calculations, that on a pro forma basis, created by adding the historical combined financial statements of Parent and its Subsidiaries (including the combined financial statements of any other Person or assets that were the subject of a prior Permitted Acquisition during the relevant period) to the historical financial statements of the Person or assets to be acquired (adjusted to eliminate expense items that would not have been incurred and include income items that would have been recognized, in each case, if the combination had been accomplished at the beginning of the relevant period; such eliminations and inclusions to be mutually agreed upon by Borrowers and Agent, such approval not to be unreasonably withheld by Agent), Borrowers and the Restricted Subsidiaries would have been in compliance with their obligations under the Agreement, including without limitation, the financial covenants specified in Section 6.16 for the four (4) quarters immediately prior to the proposed date of consummation of the proposed acquisition and demonstrating that there is no Default or Event of Default after giving effect to such acquisition;

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(c) no Default or Event of Default exists prior to or immediately after giving effect to such acquisition;

(d) Borrowers shall have updated the schedules to each of the other Loan Documents, as applicable; provided, that in no event may any schedule be updated in a manner that would reflect or evidence a Default or Event of Default;

(e) such Person delivers (i) projections for the Person whose Stock or assets are proposed to acquired and (ii) updated pro forma Projections for Parent and its Subsidiaries evidencing compliance on a pro forma basis (in the manner contemplated in clause (b) above) with Section 6.16 for the 12 months following the date of such acquisition (on a quarter-by-quarter basis), in each case in form and content reasonably acceptable to Agent;

(f) each entity formed or acquired shall become a Guarantor pursuant to the Loan Documents and Agent shall receive a first priority Lien in all of its assets or the acquired assets, as the case may be, to the extent required pursuant to Section 5.16;

(g) such acquisition shall be consensual and shall have been approved by the board of directors of the Person whose Stock or assets are proposed to be acquired;

(h) the Person so acquired shall have EBITDA of no less than negative $5,000,000 measured as of the date of such acquisition;

(i) the aggregate purchase price (including assumption of Permitted Acquired Indebtedness) of all such Permitted Acquisitions does not exceed $75,000,000 during the term of the Agreement; and

(j) Borrowers’ Excess Availability will equal at least $5,000,000, in each case both before and immediately after giving effect to any such Permitted Acquisition.

“Permitted Discretion” means a determination made in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

“Permitted Dispositions” means:

(a) Disposition of assets that are substantially worn, damaged, or obsolete in the ordinary course of business,

(b) sales of Inventory in the ordinary course of business including intercompany sales at transfer prices, prescribed by the IRC,

(c) the use or transfer of money or Cash Equivalents,

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(d) the licensing of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business,

(e) the transfer of assets from any Loan Party to another Loan Party,

(f) Dispositions permitted by Sections 6.3, 6.10 and 6.12 and Liens permitted by Section 6.2,

(g) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of any Borrower or any of the Restricted Subsidiaries,

(h) the transfer of assets (i) among the Borrowers and the Restricted Subsidiaries and (ii) from the Borrowers and the Restricted Subsidiaries to Unrestricted Subsidiaries, provided that any sale, transfer or disposition pursuant to this clause (ii) for a cash price less than the Fair Market Value of such assets shall be deemed to be an Investment subject to Section 6.12;

(i) Disposition of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

(j) Dispositions of accounts receivable that are not Eligible Accounts in connection with the collection or compromise thereof;

(k) subject to Section 5.8 of the Agreement, transfers of property arising directly from condemnation and casualty events;

(l) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Dispositions of assets identified to Agent prior to the Closing Date so long (i) such Disposition is made for a price at least equal to the Fair Market Value of the assets so disposed, (ii) the net cash proceeds of such assets are reinvested in assets useful in the business of Borrowers and the Restricted Subsidiaries (including Permitted Acquisitions) within 360 days of such sale, (iii) Administrative Borrower shall have given Agent at least five (5) days prior written notice of its intent to make a Disposition subject to this clause (l), such notice to describe the assets that Borrowers intend to dispose of, (iv) Administrative Borrower shall have delivered to Agent a pro forma Borrowing Base Certificate reflecting the reduction in the Borrowing Base resulting from such Disposition, and (v) 100% of the net book value of the proceeds from such Dispositions shall be used to pay any outstanding Advances; and

(m) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Dispositions not otherwise permitted in clauses (a) through (l) so long as (i) after giving effect thereto, the Fair Market Value of the assets so disposed would not exceed $25,000,000 in the aggregate during the term of the Agreement, (ii) Administrative Borrower shall have given Agent at least five (5) days prior written notice of its intent to make a Disposition subject to this clause (m), such notice to describe the assets that Borrowers intend to dispose of, (iii) Administrative Borrower shall have delivered to Agent a pro forma Borrowing Base Certificate reflecting the reduction in the Borrowing Base resulting from such Disposition, and (iv) 100% of the net book value of the proceeds from such Dispositions shall be used to pay any outstanding Advances.

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“Permitted Holder” means the Persons identified on Schedule P-1.

“Permitted Investments” means:

(a) Investments in cash and Cash Equivalents,

(b) Investments in negotiable instruments for collection,

(c) advances made in connection with purchases of goods or services in the ordinary course of business,

(d) Investments received in settlement of amounts due to any Borrower or any Restricted Subsidiary effected in the ordinary course of business or owing to any Borrower or any Restricted Subsidiary as a result of Insolvency Proceedings involving an Account Debtor, supplier or in respect of any other Investment or upon the foreclosure or enforcement of any Lien in favor of a Borrower or a Restricted Subsidiary;

(e) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments by any Loan Party in a newly created Restricted Subsidiary that is or immediately after such Investment will be a Guarantor or any Permitted Acquisition;

(f) Investments among Borrowers and the Restricted Subsidiaries;

(g) Investments in the Senior Notes;

(h) Hedge Agreements entered into in the ordinary course of Loan Parties’ businesses and otherwise permitted under the Agreement;

(i) Investments consisting of consideration received by a Loan Party as a result of a Permitted Disposition;

(j) Investments existing on the Closing Date and disclosed in Schedule P-3 hereto and any modification, replacement, renewal or extension thereof; provided that the amount of the original Investment is not increased by the terms of such Investment and such modification, replacement, renewal or extension is otherwise permitted by Section 6.12;

(k) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions, Restricted Payments and Capital Expenditures permitted under Sections 6.1, 6.2, 6.3, 6.4, 6.10 and 6.16(b), respectively;

(l) the Acquisition Transactions;

(m) Guarantees by Borrowers or any Restricted Subsidiary of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(n) loans and advances to employees, officers and directors of Holdings or any of its Subsidiaries, in the ordinary course of business, consistent with past practice, for bona fide business purposes and in accordance with applicable laws, in an aggregate amount not to exceed $500,000 at any time outstanding;

(o) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments in any Unrestricted Subsidiary by any Loan Party, provided that (i) the aggregate amount of such Investments at any time outstanding does not exceed $20,000,000 (valued at cost at the time of making thereof, which for purposes of Dispositions pursuant to clause (h)(ii) of the definition of Permitted Dispositions shall be deemed to be the amount by which the Fair Market Value exceeds the price received in cash, net of return of return of capital, dividends, principal or similar amounts) and (ii) after giving effect to each such Investment, Borrowers shall have Excess Availability of not less than $5,000,000;

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(p) loans and advances to Holdings in lieu of, and not in excess of, the amount of Restricted Payments to the extent permitted to be made to Parent in accordance with Section 6.10; and

(q) other Investments that (net of any cash repayment of or return on such Investments theretofore received) do not exceed $2,500,000 in any fiscal year so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) after giving effect to each such Investment, Borrowers shall have Excess Availability of not less than $10,000,000.

“Permitted Liens” means:

(a) Liens held by Agent or Lenders to secure the Obligations,

(b) Liens for unpaid taxes, assessments, or other governmental charges or levies that either (i) are not yet delinquent, or (ii) do not constitute an Event of Default and for which the underlying taxes, assessments, charges or levies are the subject of Permitted Protests,

(c) Liens set forth on Schedule P-2,

(d) judgment Liens that do not constitute an Event of Default under Section 7.7 of the Agreement,

(e) the interests of lessors, sublessors or licensors under operating leases,

(f) purchase money Liens or the interests of lessors under Capital Leases to the extent that such Liens or interests secure Permitted Purchase Money Indebtedness and so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof,

(g) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers or other similar Liens imposed by operation of law or pursuant to customary reservations or retentions of title, incurred in the ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent, or (ii) are the subject of Permitted Protests,

(h) Liens on cash, securities or similar instruments deposited (or Liens securing any letter of credit issued in respect of) (i) worker’s compensation, unemployment insurance, and other types of social security, or similar obligations, (ii) the making or entering into of bids, tenders, leases, statutory obligations, contracts and similar obligations incurred in the ordinary course of business and not in connection with the borrowing of money, or (iii) performance, return of money, surety or appeal or similar bonds in connection with obtaining such bonds in the ordinary course of business,

(i) with respect to any Real Property, easements, rights of way, title defects and irregularities, and zoning and other applicable municipal or governmental restrictions that (i) do not materially interfere with or impair the use or operation thereof and (ii) are not Environmental Liens,

(j) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of any Borrower or any of its Restricted Subsidiaries, including rights of offset and setoff,

(k) Liens securing Hedge Agreements relating to Indebtedness otherwise permitted under the Agreement,

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(l) Liens securing Permitted Acquired Indebtedness, provided that: such Liens do not extend to or cover any property or assets of Borrowers or of any Restricted Subsidiaries other than the property or assets acquired in the Permitted Acquisition pursuant to which such Indebtedness became Permitted Acquired Indebtedness of any Borrower or any of its Restricted Subsidiaries,

(m) Liens securing the Indenture and the Indenture Documents,

(n) Liens securing the reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof to the extent such letters of credit are permitted to be incurred hereunder,

(o) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations solely in respect of bankers’ acceptances issued or created for the account of such Person in the ordinary course of business to facilitate the purchase, shipment or storage of such inventory or other goods,

(p) Liens on property consisting of a definitive agreement to dispose of such property in a Permitted Disposition,

(q) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness or (ii) relating to pooled deposit or sweep accounts of any Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations, in each case incurred in the ordinary course of business,

(r) leases, subleases, licenses or sublicenses granted by any Borrower or the Restricted Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the ordinary course of the business of the Borrower and the Restricted Subsidiaries, and

(s) Liens securing Refinancing Indebtedness which is incurred to refinance any Indebtedness which has been secured by a Lien that is a Permitted Lien under clause (a) through (r) of this definition, provided, however, that (x) if there is any Refinancing Indebtedness in respect of the Indebtedness evidenced by the Senior Notes (or any Refinancing Indebtedness in respect thereof), any Lien permitted under this clause (s) shall only be permitted if such Lien is subordinated upon substantially the same terms and conditions as the Intercreditor Agreement, (y) such Liens are no less favorable to the Lender Group than the Liens in respect of the Indebtedness being refinanced, and (z) such Liens do not extend to or cover any property or assets of any Loan Party not securing the Indebtedness so refinanced.

“Permitted Protest” means the right of any Borrower or any of its Restricted Subsidiaries to protest any Lien (other than any Lien that secures the Obligations), taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien), rental payment, or other obligation, provided that (a) a reserve with respect to such obligation is established on any Borrower’s or any of their respective Restricted Subsidiaries’ books and records in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by any Borrower or the Restricted Subsidiaries, as applicable, in good faith, and (c) Agent is satisfied that, while any such protest is pending, there will be no impairment of the enforceability or validity of any of the Agent’s Liens.

“Permitted Purchase Money Indebtedness” means, as of any date of determination, Purchase Money Indebtedness in an aggregate principal amount outstanding at any one time not in excess of $5,000,000.

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“Permitted Subordinated Indebtedness” means any unsecured Indebtedness of any Borrowers that (a) is expressly subordinated to the prior payment in full in cash of the Obligations on terms and conditions reasonably satisfactory to Agent, (b) is not scheduled to mature prior to the date that is ninety-one (91) days after the scheduled Maturity Date, and (d) has covenant, default and remedy provisions no more restrictive, or mandatory prepayment, repurchase or redemption provisions no more onerous or expansive in scope than those set forth in the Indenture.

“Person” means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.

“Plan” means (a) an employee benefit plan (as defined in Section 3(3) of ERISA) other than a Multiemployer Plan which is or was within the last six years maintained or sponsored by any Borrower or any of its Restricted Subsidiaries or to which any Borrower or any of its Restricted Subsidiaries has within the last six years made, or was obligated to make, contributions, (b) a Pension Plan, or (c) a Qualified Plan.

“Projections” means Borrowers’ forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow statements, all prepared on a basis consistent, unless otherwise noted therein, with Parent’s historical financial statements, together with appropriate supporting details and a statement of underlying assumptions.

“Pro Rata Share” means, as of any date of determination:

(a) with respect to a Lender’s obligation to make Advances and right to receive payments of principal, interest, fees, costs, and expenses with respect thereto, (i) prior to the Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Commitment, by (z) the aggregate Commitments of all Lenders, and (ii) from and after the time that the Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the aggregate outstanding principal amount of such Lender’s Advances by (z) the aggregate outstanding principal amount of all Advances,

(b) with respect to a Lender’s obligation to participate in Letters of Credit, to reimburse the Issuing Lender, and right to receive payments of fees with respect thereto, (i) prior to the Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Commitment, by (z) the aggregate Commitments of all Lenders, and (ii) from and after the time that the Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the aggregate outstanding principal amount of such Lender’s Advances by (z) the aggregate outstanding principal amount of all Advances,

(c) with respect to all other matters as to a particular Lender (including the indemnification obligations arising under Section 15.7), the percentage obtained by dividing (i) such Lender’s Commitment, by (ii) the aggregate amount of Commitments of all Lenders; provided, however, that in the event the Commitments have been terminated or reduced to zero, Pro Rata Share under this clause shall be the percentage obtained by dividing (A) the outstanding principal amount of such Lender’s Advances plus such Lender’s ratable portion of the Risk Participation Liability with respect to outstanding Letters of Credit, by (B) the outstanding principal amount of all Advances plus the aggregate amount of the Risk Participation Liability with respect to outstanding Letters of Credit.

“Protective Advances” has the meaning specified therefore in Section 2.3(d)(i).

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“Purchase Money Indebtedness” means Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred at the time of, or within 180 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof.

“Qualified Cash” means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Borrowers and their Restricted Subsidiaries that is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such Deposit Accounts or Securities Accounts are the subject of Control Agreements and are maintained by branch offices of the banks or securities intermediaries located within the United States.

“Qualified IPO” means an underwritten public offering of common Stock of Parent pursuant to a registration statement filed with the SEC (other than on Form S-8).

“Qualified Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) other than a Multiemployer Plan (a) that is or was within the last six years maintained or sponsored by any Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate or to which any Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate has within the last six years made or was obligated to make, contributions, and (b) that is intended to be tax-qualified under Section 401(a) of the IRC.

“Real Property” means any fee estates in real property now owned or hereafter acquired by any Borrower or any of its Restricted Subsidiaries, together with all buildings, structures and the improvements thereto and all licenses, easements and appurtenances relating thereto, wherever located.

“Real Property Collateral” means the Real Property identified on Schedule R-1 (as such Schedule may be amended or supplemented from time to time) and any Real Property hereafter acquired by any Borrower or any of its Restricted Subsidiaries.

“Record” means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

“Refinancing Indebtedness” means any Indebtedness of any Loan Party issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, repay, prepay, redeem, retire or refund other Indebtedness of Borrower or any of its Restricted Subsidiaries; provided, that, other than with respect to the Obligations:

(a) the principal amount (or accreted value, if applicable) of such Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased, repaid, prepaid, redeemed, retired or refunded (plus all accrued interest on such Indebtedness and the amount of all fees, expenses, premiums and defeasance costs incurred in connection therewith);

(b) such Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased, repaid, prepaid, redeemed, retired or refunded;

(c) if the Indebtedness being extended, refinanced, renewed, replaced, defeased, repaid, prepaid, redeemed, retired or refunded is subordinated in right of payment to the Obligations, such Refinancing Indebtedness is subordinated in right of payment to the Obligations on terms at least as favorable to the Lender Group as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased, repaid, prepaid, redeemed, retired or refunded; and

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(d) such Indebtedness is recourse solely to the Loan Parties which are obligated on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Register” has the meaning specified therefor in Section 13.1(h).

“Remedial Action” means all actions required by Governmental Authority or Environmental Law taken in response to a violation of Environmental Laws to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials authorized by Environmental Laws.

“Replacement Lender” has the meaning specified therefor in Section 14.2(a).

“Report” has the meaning specified therefor in Section 15.17.

“Required Availability” means that the sum of (a) Excess Availability, plus (b) Qualified Cash exceeds $10,000,000.

“Required Lenders” means, at any time, Lenders whose aggregate Pro Rata Shares (calculated under clause (d) of the definition of Pro Rata Shares) exceed 50%.

“Reserve Percentage” means, on any day, for any Lender, the maximum percentage prescribed by the Board of Governors of the Federal Reserve System (or any successor Governmental Authority) for determining the reserve requirements (including any basic, supplemental, marginal, or emergency reserves) that are in effect on such date with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities”) of that Lender, but so long as such Lender is not required or directed under applicable regulations to maintain such reserves, the Reserve Percentage shall be zero.

“Restricted Payment” has the meaning specified therefor in Section 6.10.

“Restricted Subsidiary” means any Subsidiary of Parent (including any Subsidiary formed or acquired after the Closing Date that is organized under the laws of a jurisdiction of the United States of America or any state, territory or subdivision thereof) other than the Unrestricted Subsidiaries.

“Revolver Usage” means, as of any date of determination, the sum of (a) the amount of outstanding Advances, plus (b) the amount of the Letter of Credit Usage.

“Risk Participation Liability” means, as to each Letter of Credit, all reimbursement obligations of Borrowers to the Issuing Lender with respect to an L/C Undertaking, consisting of (a) the amount available to be drawn or which may become available to be drawn, (b) all amounts that have been paid by the Issuing Lender to the Underlying Issuer to the extent not reimbursed by Borrowers, whether by the making of an Advance or otherwise, and (c) all accrued and unpaid interest, fees, and reasonable expenses payable with respect thereto.

“S&P” has the meaning specified therefore in the definition of Cash Equivalents.

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“SEC” means the United States Securities and Exchange Commission and any successor thereto.

“Securities Account” means a “securities account” (as that term is defined in the Code).

“Security Agreement” means a security agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by Borrowers and Guarantors to Agent.

“Senior Notes” means the $165,000,000 aggregate principal amount of 9% Senior Secured Notes due 2011 issued by Parent as described in the Indenture.

“Settlement” has the meaning specified therefor in Section 2.3(e)(i).

“Settlement Date” has the meaning specified therefor in Section 2.3(e)(i).

“Solvent” means, with respect to any Person on a particular date, that, such Person is not insolvent (as such term is defined in the Uniform Fraudulent Transfer Act).

“Stock” means all shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in a Person, whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

“Stock Purchase Agreement” means the Stock Purchase Agreement, dated as of September 2, 2004, by and between Timken U.S. Corporation, Kilian Holdings, Inc., The Kilian Company and 3091780 Nova Scotia Company;

“Subsidiary” of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectly owns more than 50% of the shares of Stock having (without regard to any contingency) ordinary voting power to elect a majority of the board of directors (or appoint other comparable managers) of such corporation, partnership, limited liability company, or other entity.

“Swing Lender” means WFF or any other Lender that, at the request of Administrative Borrower and with the consent of Agent agrees, in such Lender’s sole discretion, to become the Swing Lender under Section 2.3(b).

“Swing Loan” has the meaning specified therefor in Section 2.3(b)(i).

“Taxes” has the meaning specified therefor in Section 15.11.

“Trademark Security Agreement” has the meaning specified therefor in the Security Agreement.

“Trustee” means the Bank of New York, N.A. in its capacity as Trustee and Collateral Agent under the Indenture.

“Trust Funds” has the meaning specified therefor in Section 2.7(e).

“Underlying Issuer” means a third Person which is the beneficiary of an L/C Undertaking and which has issued a letter of credit at the request of the Issuing Lender for the benefit of Borrowers.

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“Underlying Letter of Credit” means a letter of credit that has been issued by an Underlying Issuer.

“United States” means the United States of America.

“Unrestricted Subsidiary” means (a) any Subsidiary of Parent that is organized under the laws of a jurisdiction other than the United States of America or any state, territory or subdivision thereof and (b) any Person whose assets or Stock are acquired by Parent or a Restricted Subsidiary in a Permitted Acquisition if in connection with, or in anticipation or contemplation of, such Person becoming a Subsidiary upon the consummation of such Permitted Acquisition, first priority Liens on such acquired assets or Stock are granted in favor of a Person other than Agent.

“Voidable Transfer” has the meaning specified therefor in Section 16.6.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(b) the then outstanding principal amount of such Indebtedness.

“Wells Fargo” means Wells Fargo Bank, National Association, a national banking association.

“WFF” means Wells Fargo Foothill, Inc., a California corporation.

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SCHEDULE 2.7(a)

CASH MANAGEMENT BANKS

Wells Fargo Bank, National Association
Bank of America
Mellon Bank
Wachovia
La Salle

Final Version

Schedule 3.1

The obligation of each Lender to make its initial extension of credit provided for in the Agreement is subject to the fulfillment, to the reasonable satisfaction of Agent and each Lender (the making of such initial extension of credit by any Lender being conclusively deemed to be its satisfaction or waiver of the following), of each of the following conditions precedent:

(a) the Closing Date shall occur on or before November 30, 2004;

(b) Agent shall have received each of the following documents, in form and substance reasonably satisfactory to Agent, duly executed, and each such document shall be in full force and effect:

(i) a disbursement letter or funds flow statement executed and delivered by Borrowers to Agent regarding the extensions of credit to be made on the Closing Date, the form and substance of which is reasonably satisfactory to Agent,

(ii) the Fee Letter,

(iii) the Guaranty,

(iv) the Intercompany Subordination Agreement,

(v) the Intercreditor Agreement,

(vi) the Patent Security Agreement,

(vii) the Perfection Certificate,

(viii) the Security Agreement, together with all certificates representing the shares of Stock pledged thereunder except as provided in Section 3.6(d), as well as Stock powers with respect thereto endorsed in blank, and

(ix) the Trademark Security Agreement.

(c) Agent and its counsel shall have reviewed the Acquisition Documents and the Indenture Documents, and shall be reasonably satisfied in all respects with the Acquisition Documents and the Indenture Documents;

(d) On the Closing Date, Parent and its Subsidiaries shall have consummated all transactions contemplated by the Indenture Documents and furnished evidence thereof to Agent. Borrowers shall have delivered a certificate (dated as of the Closing Date) of an Authorized Person attaching true and correct copies of the Indenture Documents. Such certificate of the Authorized Person shall certify that the attached documents are true and correct copies of the Indenture Documents and that such documents have been entered into by the Loan Parties in compliance with all applicable laws and all necessary approvals and are in full force and effect;

(e) Agent shall have received a certificate from Parent’s Secretary attesting that there exists no (i) litigation, investigation or proceeding (judicial or administrative) pending or, to Parent’s knowledge, threatened against any Loan Party, or any of their respective Subsidiaries by any Governmental Authority arising out of the transactions contemplated by or effected in connection with the Acquisition Documents or the Indenture Documents, (ii) injunction, writ or restraining order restraining or prohibiting the transactions contemplated by the Acquisition Documents or the Indenture Documents, or (iii) suit, action, investigation, or proceeding (judicial or administrative) pending or, to Parent’s knowledge, threatened against any Loan Party or any of their respective Subsidiaries, which, in the case of clauses (i) and (iii), could reasonably be expected to result in a Material Adverse Change;

(f) All director, stockholder, and material governmental and third party consents and approvals necessary in connection with each aspect of the Acquisition Transactions, and the transactions contemplated by the Indenture Documents shall have been obtained or waived by Agent (without the imposition of any conditions that are not acceptable to Agent) and shall remain in effect; all applicable waiting periods shall have expired without any adverse action being taken by any competent authority; and no law or regulation shall be applicable in the reasonable judgment of Agent that restrains, prevents or imposes material adverse conditions upon any aspect of the Acquisition Transactions or transactions contemplated by the Indenture Documents;

(g) Agent shall have received a certificate from the Secretary of each Borrower (i) attesting to the resolutions of such Borrower’s Board of Directors authorizing (x) its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Borrower is a party, (y) authorizing specific officers of such Borrower to execute the same and (ii) attesting to the incumbency and signatures of such specific officers of such Borrower;

(h) Agent shall have received copies of each Borrower’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Borrower;

(i) Agent shall have received a certificate of status with respect to each Borrower, dated within 30 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Borrower, which certificate shall indicate that such Borrower is in good standing in such jurisdiction (together with a bringdown certificate dated within 1 day of the Closing Date);

(j) Agent shall have received certificates of status with respect to each Borrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions;

(k) Agent shall have received a certificate from the Secretary of each Guarantor (i) attesting to the resolutions of such Guarantor’s Board of Directors authorizing (x) its execution, delivery, and performance of the Loan Documents to which such Guarantor is a party, (y) authorizing specific officers of such Guarantor to execute the same and (ii) attesting to the incumbency and signatures of such specific officers of Guarantor;

(l) Agent shall have received copies of each Guarantor’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Guarantor;

(m) Agent shall have received a certificate of status with respect to each Guarantor, dated within 30 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in good standing in such jurisdiction (together with a bringdown certificate dated within 1 day of the Closing Date);

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(n) Agent shall have received certificates of status with respect to each Guarantor, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Guarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Guarantor is in good standing in such jurisdictions;

(o) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 5.8, the form and substance of which shall be satisfactory to Agent;

(p) Agent shall have received an opinion of Borrowers’ counsel in form and substance reasonably satisfactory to Agent;

(q) Borrowers shall have the Required Availability after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrowers on the Closing Date under this Agreement or the other Loan Documents;

(r) Agent shall have completed its business, legal and collateral due diligence, the results of which shall be satisfactory to Agent;

(s) Agent shall have received completed reference checks with respect to Borrowers’ senior management, and any required Patriot Act compliance, the results of which are reasonably satisfactory to Agent in its sole discretion;

(t) Agent shall have received a set of Projections for the 3 year period following the Closing Date (on a year by year basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent;

(u) Borrowers shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement;

(v) Agent shall have received Uniform Commercial Code, tax lien and litigation searches, the results of which shall be reasonably satisfactory to Agent;

(w) Parent shall have received net cash proceeds in the form of the Senior Notes consisting of cash in an aggregate amount not less than $157,717,000, and Agent shall have received satisfactory evidence thereof;

(x) Parent shall have received net proceeds in cash and stock in an aggregate amount equal to at least $26,300,000 from Permitted Holder, and Agent shall have received evidence, reasonably satisfactory to Agent in all respects, of such equity investment, and as of the Closing Date, Parent shall have aggregate equity and other contributions from Permitted Holder and other investors in an amount equal to at least $49,000,000;

(y) Agent and its counsel shall be satisfied with the corporate structure of Parent and its Subsidiaries following the Acquisition Transactions;

(z) Borrowers and each of their respective Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by Borrowers or their respective Subsidiaries of the Loan Documents and Acquisition Documents or with the consummation of the transactions contemplated thereby that are required by law to be held or received;

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(aa) Agent shall have received evidence (reasonably satisfactory to Agent) of the payment of the indebtedness under that certain Credit Agreement dated as of May 30, 2003, by and between CLFX Corporation and Allweiler AG, as Borrowers; Colfax Corporation; Merrill Lynch; Pierce, Fenner & Smith Incorporated, as Sole Bookrunning Lead Arranger and Syndication Agent; Wachovia Bank, National Association, as Documentation Agent; The Bank of Nova Scotia, as Administrative Agent; and the other Lender Parties as such term is defined therein, and termination of any and all security interests related thereto; and

(bb) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent.

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SCHEDULE 4.5(a)

INVENTORY AND EQUIPMENT STORED
WITH BAILEES OR WAREHOUSEMEN

Vendor Name & Address

Southern Cast Products
1010 Wile Rd.
P.O. Box 8644
Meridian, MS 39303-3644

Ferralloy, Inc.
28001 Ranney Parkway
Cleveland, OH 44145

Wuxi Casting Co.
Shixin Rd. No. 70
Jiangsu Prov.
China

EB Industries, Inc.
90 Carolyn Blvd.
Farmingdale, NY 11735

Hardinger Transfer
1314 West 18th Street
Erie, PA 16502
(stores property monthly in 8000 sf warehouse)

Accurate Specialties
N12W24360
Bluemound Road
Waukesha, WI 53188

Babs Foundry
135 East Hodges Street
Norton, MA 02766

Bardane Mfg.
P.O. Box 70
Jermyn, PA 18433

Bokers
3104 Snelling Ave.
Minneapolis, MN 55406

CAPT
1363 Ridgeway St.
Pomona, CA 91768

Creative Automation Systems
80 Moose Loop Rd.
Louisburg, NC 27549

Donsco
124 North Front Street
P.O. Box 2001
Wrightsville, PA 17368

Vendor Name & Address

Enterprise Foundry
P.O. Box 1564 South Ave.
Lewiston, ME 04241

Friends Foundry
416 Pond Street
Woonsocket, RI 02895

General Machine and Foundry
P.O. Box 480
Wilton, NH 03086

General Machine Works
515 Prospect St.
P.O. Box 546
York, PA 17405

Getchell and Sons
P.O. Box 17028
Smithfield, RI 02917

Gupta Permold Corp.
234 Lott Road
Pittsburgh, PA 15235

Hamburg
P.O. Box 147
Hamburg, PA 19526

Insulfab
P.O. Box 4277
Spartanburg, SC 29305

Interstate Gasket
P.O. Box 207
Leicester, MA 01524

Richmond Industries
One Chris Court
Dayton, NJ 08810

RL Hudson
415 Industrial Court
Greer, SC 29651

Spirol International
321 Remington Rd.
Stow, OH 44224

Standard Steel Speciality
P.O. Box 20
Beaver Falls, PA 15010

Symmco
P.O. Box F
101 South Park St.
Sykesville, PA 15865

Unicast Company
241 North Washington St.
Boyertown, PA 19512

Unimacts
203 Tunbridge Road
Baltimore, MD 21212

Vendor Name & Address

Unitex
14780 Bar Harbor Rd.
Bldg A
Fontana, CA 92336

Walker Machine and Foundry
P.O. Box 171
Howard Hall Road
Athens, NY 12015

West Point Foundry
P.O. Box 589
2021 Stateline Rd.
West Point, GA 31833

Elmira Heat Treating Company
407 South Kinyon St.
Elmira, NY 14904

General Heat Treating Company
6770 Benedict Rd.
East Syracuse, NY 13057

Triple Cities Metal Finishing Corporation
349 Industrial Park Dr.
Binghamton, NY 13904

H. M. Quackenbush, Inc.
220 Prospect St.
Herkimer, NY 13350

Surface Finish Technologies, Inc.
215 Judson Street
Elmira, NY 14901

Anoplate Corporation
459 Pulaski St.
Syracuse, NY 13204

AuTech Plastics
31 Allen St.
Auburn, NY 13021

Centennial Plastics Manufacturing LTD
2590 South Sheridan Way
Mississaugo, Ontario
Canada

Mid-States Rubber Products, Inc.
1230 South Race St.
P.O. Box 370
Princeton, IN 47670

Vendor Name & Address

Kulp
30 Stokes Ave.
E. Stroudsburg, PA 18301

Clearfield Machine
520 South Third St.
Clearfield, PA 16830

Fairmount Foundry
P.O. Box 466
Front & Pine Streets
Hamburg, PA 19526

Unicast
241 N. Washington
Boyertown, PA 19512

Crescent Brass
701 Park Ave.
Reading, PA 19611

Buffalo Metal Castings
1875 Elmwood Ave.
Buffalo, NY 14207

Tricast LTD.
2128 Killian Rd.
Akron, OH 44312

Knapp
1207 Sweitzer Ave.
Akron, OH 44301

Domestic
275 North Queen St.
Shippensburg, PA 17257

Liberty
550 So. Liberty Rd.
Delaware, OH 43015

Col-pump
131 East Railroad St.
Columbiana, OH 44408

A J Rose Mfg Company
38000 Chester Road
Avon, OH 44011

Allegheny Plastics Inc.
Building 3, Avenue A
Leetsdale, PA 15056

American Gear Inc.
910 Swanson Drive
P.O. Box 156
Prophetstown, IL 61277

American Sintered Technologies Inc.
513 East Second Street
Emporium, PA 15834

Vendor Name & Address

Ataco Steel Products Corp.
6809 Hwy 60
P.O. Box 466
Cedarburg, WI 53012

Atlantic Precision Spring
P.O. Box 158
100 Ronzo Road
Forestville, CT 06010

Automated Engineering Corp.
2802 Leslie Road
Tampa, FL 33619

Baker Manufacturing Company
133 Enterprise Street
Evansville, WI 53536

Bremen Castings Inc.
P.O. Box 129
500 North Baltimore Street
Bremen, IN 46506

Bremskerl North America
P.O. Box 965
Arlington Heights, IL 60006-0965

Capitol Stampings Corp.
2700 W North Avenue
Milwaukee, WI 53208

Capstan Tennessee Inc.
315 Cardiff Valley Road
Rockwood, TN 37854

Chambers Gasket & Manufacturing Co.
4701 West Rice Street
Chicago, IL 60651-3377

Converse Industries Inc.
5601 95th Avenue
Kenosha, WI 53144

Curto Ligonier Foundries
1215 North 31st Avenue
Melrose Park, IL 60160

Vendor Name & Address

Dekalb Forge Company
East Pleasant St.
P.O. Box 369
Dekalb, IL 60115

Dudek & Bock Spring Mfg Co.
5100 West Roosevelt Road
Chicago, IL 60644

East Star Zhejiang Linhai Dong Xing
Lin Hai City
Zhe Jiang Province
China
317016

Eck Industries Inc.
1602 North 8th Street
P.O. Box 967
Manitowoc, WI 54221

Eckmann Pressed Metal Company
5300 21st Street
P.O. Box 1616
Racine, WI 53401

Eclipse Manufacturing Co.
1828 Oakland Avenue
Sheboygan, WI 53081

Elco Industries, Inc.
US 29 Bypass S
Logansport, IN 46947

Elco Sintered Alloys Company Inc.
Route 948
P.O. Box 183
Kersey, PA 15846

Engineered Assemblies
W137 N5669 Williams Place
Menomonee Falls, WI 53051

Fabex Brake Products
133 Oak Street
West Bend, WI 53095

Feintool Cincinnati Inc.
11280 Cornell Park Drive
Cincinnati, OH 45242

Vendor Name & Address

Fincor Automation
3750 East Market St.
York, PA 17402

Flambeau Micro Company
1655 Corporate Center Dr.
P.O. Box 650
Sun Prairie, WI 53590-0650

Forgings & Stampings Inc.
1025 23rd Avenue
Rockford, IL 61104

Four Star Stamping, Inc.
601 13th Avenue South
Hopkins, MN 55343

GKN Sintered Metals-Zeeland
475 North Centennial
Zeeland, MI 49464

Gord Industrial Plastics, Inc.
1310 E. Sixth Street
Sandwich, IL 60548

Great Lakes Friction Products Inc.
8601 North 43 St.
Milwaukee, WI 53209

Grove Die Casting
1339 Industrial Park Dr.
Union Grove, WI 53182

Hampshire Specialty Products
365 Keyes Avenue
Hampshire, IL 60140

Harris
5500 Bill Harris Rd.
(P.O. Box 4199)
Longview, TX 75606-2084

Herker Industries
N57 W13760 Carmen Avenue
Menomonee Falls, WI 53051

Illinois Broaching Company
4210 N. Grace
Schiller Park, IL 60176

Vendor Name & Address

Illinois Forge Inc.
2900 East Rock Falls Road
Rock Falls, IL 61071

Induction Heat Treating Corp.
775 Tek Drive
Crystal Lake, IL 60014

Jef-Scot Metal
926 North Lake Street
Boyne City, MI 49712

Kapco Inc.
1046 Hickory Street
Grafton, WI 53024-0228

Kirsh Foundry Inc.
125 Rowell St.
Beaver Dam, WI 53916-2347

Kruger
1233 36th Street
Wichita Falls, TX 76302

Legacy Plastics
5040 27th Avenue
Rockford, IL 61109

Line Group Inc.
539 West Algonquin Road
Arlington Heights, IL 60005

Luitink Manufacturing
W140 N8700 Lilly Road
P.O. Box 366
Menomonee Falls, WI 53051

Manitowoc Foundry
2701 Division Street
(P.O. Box 548)
Manitowoc, WI 54221-0548

Maron Products Inc.
1301 Industrial Drive
Mishawaka, IN 46544

Matthew-Warren Incorporated
P.O. Box 7008
500 E. Ottawa Street
Logansport, IN 46947-7008

Vendor Name & Address

McKinley Iron
P.O. Box 790
Fort Worth, TX 76101-0790

Michigan Precision Industries Inc.
One Grand Avenue
Deerfield, WI 53531

Mid West Spring Muskegon Plant
1935 E Laketon Ave.
Muskegon, MI 49442

Mid-City Foundry
1521 West Bruce Street
(P.O. Box 04696)
Milwaukee, WI 53204-0696

Millin Group
18015 St James Road
Brookfield, WI 53045

Milwaukee Forge
1532 East Oklahoma Avenue
Milwaukee, WI 53207-2433

Missouri Pressed Metals Inc.
1200 E Boonville Rd
P.O. Box 1544
Sedalia, MO 65302-1544

Morgan Advanced Ceramics
26 Madison Road
Fairfield, NJ 07004

Morrow Foundry
1115 West 12th Street
Coffeyville, KS 67337

N E W Industries
36 West Yew Street
Sturgeon Bay, WI 54235

New Hampshire Industries
68 Etna Road
Lebanon, NH 03766

Non-Metallic Components
650 Northern Court
Poynette, WI 53955

Vendor Name & Address

Nyloncraft Inc.
616 W Mc Kinley Hwy
Mishawaka, IN 46545

Ogallala Electronics
601 West 1st Street
P.O. Box 59
Ogallala, NE 69153

Oil City
909 S. 12th Street
(P.O. Drawer 1560)
Corsicana, TX 75151-1560

Olson Pattern & Foundry Works
2135 15th Street
P.O. Box 6106
Rockford, IL 61125

Phoenix Casting
906 Juniata Ave.
(P.O. Box 308)
Juniata, NE 68955

Portland Forge
250 E Lafayette
P.O. Box 905
Portland, IN 47371-0905

Premier Tooling & Mfg.
8853 Kapp Drive
Peosta, IA 52068-9447

Production Stamping Corp.
301 E Vienna Avenue
Milwaukee, WI 53212

Putnam Precision Molding Inc.
11 Danco Road
Putnam, CT 06260

Quad City Die Casting Co.
3800 River Dr.
Moline, IL 61265

Qualified Products LLC
5801 W Franklin Dr.
Franklin, WI 53132

Vendor Name & Address

Quality Spring Products
355 Jay Street
Coldwater, MI 49036

Racine Steel Castings Company
BR Holdings Ltd.
1442 N. Memorial Drive
Racine, WI 53404

Reliance Tool
617 N State Street
Elgin, IL 60123

Resinoid Engineering Corp.
251 O’Neill Drive
Hebron, OH 43025

Richland Foundry
1000 Foundry Drive
(P.O. Box 609)
Richland Center, WI 53581

Rockford Products Corporation
707 Harrison Avenue
Rockford, IL 61104-7162

Roloff Manufacturing
400 Gertrude Street
(P.O. Box 7002)
Kaukauna, WI 54130-7002

Scan-Pac Mfg. Company
N 84 W 13510 Leon Road
Menomonee Falls, WI 53051

Scot Forge Co.
Box 88085
Milwaukee, WI 53288-0085

Shima American Corporation
222 Spring Lake Drive
Itasca, IL 60143

Sinteris, Inc.
325 Chatham Street North
P.O. Box 280
Blenheim, Ontario Noplao
Ontario, Canada

Vendor Name & Address

SM & F Foundry
P.O. Box 4080
South Bend, IN 46634

Southern Cast Products Inc.
1010 Wile Road
P.O. Box 3644
Meridian, MS 39303

St Charles Stamping Co.
318 North 4th Street
P.O. Box 869
St Charles, IL 60174

State Line Foundries
Hwy 251, North
P.O. Box 530
Roscoe, IL 61073

State Line Foundry
Highway 251 North
Roscoe, IL 61073

Stecker Machine
5107 County Road C
Manitowoc, WI 54220

Stone Container Corporation
2350 Springbrook Ct.
Beloit, WI 53511

Supreme Casting
7901 North 73rd Street
Milwaukee, WI 53223

Texas Aluminum
204 Penland Street
(P.O. Box 1409)
Fort Worth, TX 76101

Thermoset
6411 W Mequon Rd.
Mequon, WI 53092

Torrance Casting
3131 Commerce Street
La Crosse, WI 54603

Vendor Name & Address

Vermilion
100 N. 6th Avenue
(P.O. Box 27)
Hoopeston, IL 60942

Viking Forge
4500 Crane Center Drive
Streetsboro, OH 44241-5080

Westwood Aluminum
1242 Lincoln Ave.
Waukesha, WI 53186

Whittet-Higgins Company
33 Higginson Avenue
Central Falls, RI 02863

Winnebago Foundry Inc.
132 Blackhawk Blvd.
So Beloit, IL 61080

Wisconsin Metal Products Company
1807 Dekoven Avenue
P.O. Box 335
Racine, WI 53401-0335

Worthington Steel Company
100 Worthington Drive
Porter, IN 46304

All Power
3146 Market Street
Green Bay, WI 54304

Meurer Company
7402 West Becher Street
Milwaukee, WI 53219

JT Chapman
3251 Royalty Row
Irving, TX 75062

Baldor Mtrs & Drives
900 Sq. Zero
Fort Smith, AR 72908

SCHEDULE 4.5(b)

LOCATIONS OF INVENTORY AND EQUIPMENT

16319 Arthur St.
Cerritos, CA 90703

Suite 330
485 South Frontage Road
Burr Ridge, IL 60527

449 Gardner Street
South Beloit, IL 61080

960 Gardner St.
South Beloit, IL 61080

802 E. Short Street
Columbia City, IN 46725

722 E. Swihart Street
Columbia City, IN 46725

14 Hayward Street
Quincy, MA 02171

23601 Hoover Road
Warren, MI 48089-3994

701 Carrier Drive
Charlotte, NC 28216

1728 Burnet Ave.
Syracuse, NY 13206

2221 Niagara Falls Boulevard
Niagara Falls, NY 14304

1802 Pittsburgh Avenue
Erie, PA 16502

2800 Fisher Road
Wichita Falls, TX 76302

1703 Pearl Street
Waukesha, WI 53186

SCHEDULE 4.7(a)

STATES OF ORGANIZATION

Entity	Jurisdiction of Organization
Altra Industrial Motion, Inc.	Delaware
American Enterprises MPT Corp.	Delaware
American Enterprises MPT Holdings, L.P.	Delaware
Ameridrives International, L.P.	Delaware
Boston Gear LLC	Delaware
Formsprag LLC	Delaware
Kilian Manufacturing Corporation	Delaware
Nuttall Gear LLC	Delaware
Warner Electric LLC	Delaware
Warner Electric International Holding, Inc.	Delaware
Warner Electric Technology LLC	Delaware
The Kilian Company	Delaware

SCHEDULE 4.7(b)

CHIEF EXECUTIVE OFFICES

Entity	Chief Executive Office
Altra Industrial Motion, Inc.	14 Hayward Street Quincy, MA 02171
American Enterprises MPT Corp.	14 Hayward Street Quincy, MA 02171
American Enterprises MPT Holdings, L.P.	14 Hayward Street Quincy, MA 02171
Ameridrives International, L.P.	14 Hayward Street Quincy, MA 02171
Boston Gear LLC	14 Hayward Street Quincy, MA 02171
Formsprag LLC	14 Hayward Street Quincy, MA 02171
Kilian Manufacturing Corporation	14 Hayward Street Quincy, MA 02171
Nuttall Gear LLC	14 Hayward Street Quincy, MA 02171
Warner Electric LLC	14 Hayward Street Quincy, MA 02171
Warner Electric International Holding, Inc.	14 Hayward Street Quincy, MA 02171
Warner Electric Technology LLC	14 Hayward Street Quincy, MA 02171
The Kilian Company	14 Hayward Street Quincy, MA 02171

SCHEDULE 4.7(c)

ORGANIZATION IDENTIFICATION NUMBERS

Entity	Organizational Identification Numbers
Altra Industrial Motion, Inc.		3878606
American Enterprises MPT Corp.		2673186
American Enterprises MPT Holdings, L.P.		2686543
Ameridrives International, L.P.		2673483
Boston Gear LLC		3822981
Formsprag LLC		3534967
Kilian Manufacturing Corporation		0817664
Nuttall Gear LLC		2765519
Warner Electric LLC		3142038
Warner Electric International Holding, Inc.		3142042
Warner Electric Technology LLC		3142046
The Kilian Company		3843712

SCHEDULE 4.7(d)

COMMERCIAL TORT CLAIMS

None.

SCHEDULE 4.8(b)

CAPITALIZATION OF BORROWERS

Entity	Class	Authorized	Issued and Outstanding
Altra Industrial Motion, Inc.	Common	1,000	1,000
		par $0.001	par $0.001
American Enterprises MPT Corp.	Common	200,100,000	200,002,000 common
		par $0.001
	Preferred	400,000
		par $0.001
American Enterprises MPT Holdings, L.P.	59.4% - LP Interest	N/A	N/A
	40.6% - GP Interest
Ameridrives International, L.P.	99% - LP Interest	N/A	N/A
	1% - GP Interest
Boston Gear LLC	One undivided member	One undivided	One undivided member
	interest	member interest	interest
Formsprag LLC	member interest	961,429 Units	961,429 Units
Kilian Manufacturing Corporation	Common	100	10
		without par value
Nuttall Gear LLC	One undivided member	One undivided member	One undivided member
	interest	interest	interest
The Kilian Company	Common	125,000	8,767
		Par $0.00001	common
	Series A Preferred Stock	100,000	87,656
		Par $0.00001	Series A Preferred Stock

Entity	Class	Authorized	Equity
Warner Electric LLC	One undivided member	One undivided	One undivided
	interest	member interest	member interest
Warner Electric International Holding, Inc.	Common	1,000	1,000
		par $1.00
Warner Electric Technology LLC	One undivided member	One undivided	One undivided
	interest	member interest	member interest

SCHEDULE 4.8(c)

CAPITALIZATION OF BORROWERS’ RESTRICTED SUBSIDIARIES

		Number of			Percentage
Owner	Restricted Subsidiary	Shares/Units		Class of Interests	Owned
Altra Industrial Motion, Inc. (as successor to Power Transmission Holding LLC)	American Enterprises MPT Corp.		200,002,000	common		100%
Altra Industrial Motion, Inc. (as successor to Power Transmission Holding LLC)	Boston Gear LLC		N/A	member interest		100%
Altra Industrial Motion, Inc.	The Kilian Company		8,767 87,656	common Series A Preferred Stock		100%
Altra Industrial Motion, Inc. (as successor to Power Transmission Holding LLC)	Warner Electric LLC		N/A	member interest		100%
Altra Industrial Motion, Inc. (as successor to Power Transmission Holding LLC)	Warner Electric International Holding, Inc.		1,000	common		100%
Altra Industrial Motion, Inc. (as successor to Power Transmission Holding LLC)	Warner Electric Technology LLC		N/A	member interest		100%
Altra Industrial Motion, Inc. (as successor to Power Transmission Holding LLC)	American Enterprises MPT Holdings, L.P.		N/A	general and limited partnership interests	40.6% (including 1% general partnership interest)

Owner	Restricted Subsidiary	Number of Shares/Units		Class of Interests	Percentage Owned
American Enterprises MPT Holdings, L.P.	Ameridrives International, L.P.		N/A	limited partnership interest		99%
American Enterprises MPT Corp.	American Enterprises MPT Holdings, L.P.		N/A	limited partnership interest		59.4%
American Enterprises MPT Corp.	Ameridrives International, L.P.		N/A	general partnership interest		1%
American Enterprises MPT Corp.	Nuttall Gear LLC		N/A	member interest		100%
Ameridrives International, L.P.	Formsprag LLC		258,429	member interest		30%
The Kilian Company	Kilian Manufacturing Corporation		10	common		100%
Warner Electric LLC	Formsprag LLC		603,000	member interest		70%

SCHEDULE 4.10

LITIGATION

None.

SCHEDULE 4.13(a)

PENSION PLANS

• Kilian Manufacturing Corporation Salary Savings Retirement Plan.

• Pursuant to the LLC Purchase Agreement dated October 25, 2004 by and among Warner Electric Holdings, Inc. (“Seller”), Colfax Corporation (Parent of the Seller) and CPT Acquisition Corp. (“Buyer”), Buyer will establish a defined benefit plan for the benefit of continuing employees as of the Closing Date. Buyer will accept a transfer of assets and liabilities from the Colfax plans with respect to such continuing employees. Unfunded Benefit Liabilities with respect to such continuing employees has been estimated to be approximately $19.1 million. Based on the asset allocation methodology required under IRC 414(l) and the funded level of the Colfax Plans, the new defined benefit plan will receive a transfer of assets of not more than $4.7 million. Thus the new defined benefit plan will be less than 90% funded and will require deficit reduction quarterly contributions. Annual contributions for the new defined benefit plan have been estimated to be $6.6 million in 2005 declining to $2 million in 2009.

• Pursuant to the LLC Purchase Agreement dated October 25, 2004 by and among Warner Electric Holdings, Inc. (“Seller”), Colfax Corporation (Parent of the Seller) and CPT Acquisition Corp. (“Buyer”), Buyer will establish a defined contribution plan for the benefit of continuing employees as of the Closing Date. Buyer’ defined contribution plan will accept direct rollovers from the Colfax defined contribution plan with respect to such continuing employees.

• Pursuant to the LLC Purchase Agreement dated October 25, 2004 by and among Warner Electric Holdings, Inc. (“Seller”), Colfax Corporation (Parent of the Seller) and CPT Acquisition Corp. (“Buyer”), Buyer will assume or continue retirement benefits for certain non-U.S. employees. The benefit liabilities for non-U.S. defined benefit plans is estimated to be $3 million; there are no assets associated with these plans.

SCHEDULE 4.14

ENVIRONMENTAL MATTERS

1. Any finding or condition disclosed in the following environmental reports:

• URS Corporation, Phase I Environmental Site Assessment, Warner Electric, a Division of Colfax Power Transmission Group, 449 Gardner Street, South Beloit, IL, November 11, 2004

• URS Corporation, Phase I Environmental Site Assessment, Warner Electric, a Division of Colfax Power Transmission Group, 960 Gardner Street, South Beloit, IL, November 11, 2004

• URS Corporation, Phase I Environmental Site Assessment, Boston Gear, a Division of Colfax Power Transmission Group, 16319 Arthur Street, Cerritos, CA, November 11, 2004

• URS Corporation, Phase I Environmental Site Assessment, Nuttall Gear Company, a Division of the Colfax Power Transmission Group, 2221 Niagara Falls Boulevard, Niagara Falls, NY, November 11, 2004

• URS Corporation, Phase I Environmental Site Assessment, Stieber GmbH, a Division of Colfax Power Transmission Group, Dieselstrasse 14, 85748 Garching, Germany, November 11, 2004

• URS Corporation, Phase I Environmental Site Assessment, Ameridrives Couplings, a Division of Ameridrives International, LP, 1802 Pittsburgh Avenue, Erie, PA, November 11, 2004

• URS Corporation, Phase I Environmental Site Assessment, Warner Electric Europe, a Division of Colfax, Route De Spay, 72700 Allonnes, France, November 11, 2004

• URS Corporation, Phase I Environmental Site Assessment, Warner Electric (Wichita Clutch), a Division of Colfax Corporation, 2800 Fisher Road, Wichita Falls, TX, November 11, 2004

• URS Corporation, Phase I Environmental Site Assessment, Warner Electric, a Division of Colfax Equipment Company, 802 East Short Street, Columbia City, IN, November 11, 2004

• URS Corporation, Phase I Environmental Site Assessment, Warner & Tourco, a Division of Colfax, ZI Saint Barthelemy D’Anjou, Rue De Champfleur, Saint Barthelemy D’Anjou, France, November 11, 2004

• URS Corporation, Phase I Environmental Site Assessment, Shui Hing Manufacturing Factory, a Division of Warner Shui Hing Limited, Songshan Industrial Zone, Bogang Village, Bao An District, Shenzhen City, Guangdong Province, China, November 11, 2004

• URS Corporation, Phase I Environmental Site Assessment, Stieber GmbH, a Division of Colfax Corporation, Hatschekstrasse 36, 69126, Heidelberg, Germany, November 11, 2004

• URS Corporation, Phase I Environmental Site Assessment, Boston Gear, a Division of Colfax Power Transmission Group, 14 Hayward Street, Quincy, MA, November 11, 2004

• URS Corporation, Phase I Environmental Site Assessment, Boston Gear, a Division of Colfax Corporation, 701 Interstate 85 North (Carrier Drive), Charlotte, NC, November 11, 2004

• URS Corporation, Phase I Environmental Site Assessment, Wichita Clutch, 325 Ampthill Road, Bedford, United Kingdom, November 11, 2004

• URS Corporation, Phase I Environmental Site Assessment, Formsprag Clutch, a Division of Colfax Power Transmission Group, 23601 Hoover Road, Warren, MI, November 11, 2004

2. The Company formerly owned a site in Roscoe, IL, which is known to have contamination associated with the release of chlorinated solvents. Dana Corporation, which formerly owned the Roscoe facility, is responsible for remediating the contamination in the area of the former plant. It is our understanding that the remediation is being done pursuant to an order. The Company’s former parent, i.e., the seller, has agreed to retain any liability the Company might incur due to its former ownership of the Roscoe site. Note, the contamination did not occur while the Company owned or operated the site.

3. As with most manufacturers, the Company and its Subsidiaries generates hazardous wastes, which are transported off site for treatment or disposal. A party that arranges for the disposal or treatment of hazardous wastes may be liable for the cost of remediating if the disposal or treatment site becomes contaminated.

SCHEDULE 4.17

DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS

Borrower/Restricted Subsidiary	Bank Name	Account Number
Ameridrives International L.P.	Bank of America	3750781472
Ameridrives International L.P.	Bank of America	3299912446
Ameridrives International L.P.	Bank of America	3299916280
Ameridrives International L.P.	Bank of America	3299976664
Ameridrives International L.P.	Bank of America	8188010323
Ameridrives International L.P.	Bank of America	8188511820
Ameridrives International L.P.	Bank of America	3750782028
Ameridrives International L.P.	PNC Bank	20-55-002-0367500
Ameridrives International L.P.	National City Bank of PA	967206455
Ameridrives International L.P.	Bank One, NA	121000000020678425
Formsprag LLC	Bank of America	3299980427
Formsprag LLC	National City Bank	628613937
Formsprag LLC	National City Bank	981674298
Nuttall Gear LLC	Bank of America	3299961724
Nuttall Gear LLC	Bank of America	8188810324
Warner Electric LLC	Bank of America	3751467863
Warner Electric LLC	Bank of America	3299781262
Warner Electric LLC	Bank of America	3299980351
Warner Electric LLC	Fort Financial Credit Union	42339
Warner Electric LLC	Bank of America - Toronto	44571230
Warner Electric LLC	Bank of America	3299980369
Warner Electric LLC	Lake City Bank	030643
Warner Electric LLC	Bank of America	3299980401
Warner Electric LLC	Bank of America	3299980419
Warner Electric LLC	Bank of America	3299980435
Warner Electric LLC	Bank One	1559038086
Kilian Manufacturing Corporation	Wachovia	2018640831218
Kilian Manufacturing Corporation	La Salle	5590078613
Kilian Manufacturing Corporation	La Salle	5800441874
Altra Industrial Motion, Inc.	Wells Fargo Bank	4121073308

SCHEDULE 4.19

PERMITTED INDEBTEDNESS

Capital Leases with the following (as of October 1, 2004, capital leases totaled approximately $1,631,000):

Debtor Name	Secured Party
Boston Gear LLC	J.P. Morgan Leasing Inc.
	Dell Financial Services
	CIT Communications Finance Corporation
	Dell Financial Services, L.P.
	Cisco Systems Capital Corporation
	Siebel Systems Incorporated
Warner Electric, Inc.	CISCO Systems Capital Corporation
	Avnet Computer, a division of Avent, Inc.
	Dana Commercial Credit Corporation
	US Bancorp
	CIT Communications Finance Corporation
	Dell Financial Services
	CitiCapital Technology Finance, Inc.
	Dell Financial Services, L.P.
	Dana Commercial Credit Corporation
	CCA Financial, LLC
	Avaya Financial Services
	GE Capital

The following intercompany debt:³

1. Nuttall Gear LLC has issued a note to Ameridrives International, L.P. with a face value of $13,251,525.

2. Warner Electric LLC debt owed to Ameridrives International, L.P. for approximately $1.7 million.

³ Amounts may not reflect interest charges and other borrowings/repayments based on the cash flow of the applicable entities.

Final Version

Schedule 5.2

Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the documents set forth below at the following times in form satisfactory to Agent:

Monthly (provided, however, that if Excess Availability of Borrowers is less than $10,000,000, then weekly)

(a) an Account roll-forward with supporting details supplied from sales journals, collection journals, credit registers and any other records, and

(b) Inventory system/perpetual reports specifying the cost and the wholesale market value of Borrowers’ and their Subsidiaries’ Inventory, by category, with additional detail showing additions to and deletions therefrom (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting).

Monthly (not later than (a) during the period from the Closing Date until the date that is 90 days after the Closing Date, the 20th day of each month; and (b) thereafter, the 15th day of each month)

(c) a Borrowing Base Certificate,

(d) a detailed aging, by total, of Borrowers’ Accounts, together with a reconciliation and supporting documentation for any reconciling items noted (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting),

(e) a detailed calculation of those Accounts that are not eligible for the Borrowing Base, if Borrowers have not implemented electronic reporting,

(f) a detailed Inventory system/perpetual report together with a reconciliation to Borrowers’ general ledger accounts (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting),

(g) a detailed calculation of Inventory categories that are not eligible for the Borrowing Base, if Borrowers have not implemented electronic reporting,

(h) a summary aging, by vendor, of Borrowers’ and their respective Restricted Subsidiaries’ accounts payable and any book overdrafts (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting) and an aging, by vendor, of any held checks,

(i) a detailed report regarding Borrowers’ and their respective Restricted Subsidiaries’ cash and Cash Equivalents, including an indication of which amounts constitute Qualified Cash,

(j) a monthly Account roll-forward, in a format acceptable to Agent in its discretion, tied to the beginning and ending account receivable balances of Borrowers’ general ledgers,

(k) proof of payment of Borrowers’ and their respective Restricted Subsidiaries’ applicable taxes, and

(l) a detailed summary of Loan Parties’ fixed assets reflecting the book value of Loan Parties’ Real Property and Equipment.

Monthly (no later than the 30th day of each month)

(m) a reconciliation of Accounts, trade accounts payable, and Inventory of Borrowers’ and their respective Restricted Subsidiaries’ general ledger accounts to their monthly financial statements including any book reserves related to each category.

Quarterly

(n) a report regarding Borrowers’ and their respective Restricted Subsidiaries’ accrued, but unpaid, ad valorem taxes.

Annually

(o) a detailed list of Borrowers’ and their respective Restricted Subsidiaries’ customers, with address and contact information.

Promptly, and in any event within 5 days after occurrence thereof

(p) if (i) any Borrower consigns any Inventory or sells any Inventory on bill and hold, sale or return, sale on approval, or other conditional terms of sale, (ii) such Inventory is included in the Borrowing Base immediately prior to the time of such consignment or sale, and (iii) the aggregate amount of such Inventory satisfying clauses (i) and (ii) above, after giving effect to any such consignment or sale, exceeds $100,000, then Administrative Borrower shall deliver notice thereof to Agent describing the Inventory so consigned or sold and shall deliver to Agent a pro forma Borrowing Base Certificate reflecting the reduction in the Borrowing Base resulting from such consignment or sale (unless Agent determines, in its Permitted Discretion, that such Inventory shall remain in the Borrowing Base), and

(q) if (i) any Borrower or Restricted Subsidiary stores any Inventory or Equipment with a bailee, warehouseman or similar party, (ii) such Inventory or Equipment is included in the Borrowing Base immediately prior to the time of such storage with a bailee, warehouseman or similar party, and (iii) the aggregate amount of such Inventory and/or Equipment satisfying clauses (i) and (ii) above, after giving effect to any such storage with a bailee, warehouseman or similar party, exceeds $100,000, then Administrative Borrower shall deliver notice thereof to Agent describing the Inventory or Equipment so stored with a bailee, warehouseman or similar party and shall deliver to Agent a pro forma Borrowing Base Certificate reflecting the reduction in the Borrowing Base resulting from such storage with a bailee, warehouseman or similar party (unless Agent determines, in its Permitted Discretion, that such Inventory or Equipment shall remain in the Borrowing Base).

Upon request by Agent

(r) such other reports as to the Collateral or the financial condition of Borrowers and their respective Restricted Subsidiaries, as Agent may reasonably request.

-2-

Final Version

Schedule 5.3

Deliver to Agent, with copies to each Lender, each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to Agent:

Monthly (not later than (a) during the period from the Closing Date until the date that is 90 days after the Closing Date, 45 days after the end of each month and (b) thereafter, 30 days after the end of each month)

(a) an unaudited consolidated and consolidating balance sheet, income statement, and statement of cash flow covering Parent’s and its Subsidiaries’ operations during the prior month, and

(b) a Compliance Certificate.

Quarterly (not later than (a) for fiscal year 2004, 75 days after the end of each fiscal quarter of Parent and (b) thereafter, 60 days after the end of each fiscal quarter of Parent)

(c) an unaudited consolidated and consolidating balance sheet, income statement, and statement of cash flow covering Parent’s and its Subsidiaries’ operations during the prior fiscal quarter and during the period commencing on the first day of the applicable fiscal year and ending on the last day of the prior quarter,

(d) a Compliance Certificate, and

(e) to the extent not delivered pursuant to clause (i) or (j) below, copies of Material Contracts entered into since the delivery of the previous Compliance Certificate, together with any material amendments to any existing Material Contracts entered into since the delivery of the previous Compliance Certificate.

Annually (not later than (a) for fiscal year 2004, 120 days after the end of each of Parent’s fiscal years and (b) thereafter, 90 days after the end of each of Parent’s fiscal years)

(f) consolidated and consolidating financial statements of Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.16), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management), and

(g) a Compliance Certificate.

Annually (not later than 15 days after the start of each of Parent’s fiscal years)

(h) copies of Borrowers’ Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for the forthcoming fiscal year, quarter by quarter, certified by the chief financial officer of Parent as being such officer’s good faith estimate of the financial performance of Borrowers during the period covered thereby.

if and when filed by any Borrower,

(i) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports,

(j) any other filings made by any Borrower with the SEC (and, to the extent not included in any such filings, Borrowers shall promptly provide Agent with true and complete copies of any and all material documents delivered to any Person pursuant to, or in connection with, the Acquisition Documents and the Indenture Documents), and

(k) any other information that is provided by any Borrower to its shareholders generally.

promptly, but in any event within 5 days after any Borrower or any of its Subsidiaries has knowledge of any event or condition that constitutes a Default or an Event of Default,

(l) notice of such event or condition and a statement of the curative action that Borrowers propose to take with respect thereto.

promptly after the commencement thereof, but in any event within 5 days after the service of process with respect thereto on Parent, any Borrower or any of their respective Restricted Subsidiaries,

(m) notice of all actions, suits, or proceedings brought by or against Parent, any Borrower or any of their respective Restricted Subsidiaries before any Governmental Authority which reasonably could be expected to result in a Material Adverse Change.

upon the request of Agent,

(n) any other information reasonably requested relating to the financial condition of Borrowers or their respective Restricted Subsidiaries.

-2-

EX-10.35

                                                                   EXHIBIT 10.35

================================================================================

                                CREDIT AGREEMENT

                                  BY AND AMONG

                             TB WOOD'S CORPORATION.

                                   AS PARENT,

                                       AND

              EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO

                                  AS BORROWERS,

                     THE LENDERS THAT ARE SIGNATORIES HERETO

                                 AS THE LENDERS,

                                       AND

                           WELLS FARGO FOOTHILL, INC.

                    AS THE ARRANGER AND ADMINISTRATIVE AGENT

                            DATED AS OF APRIL 5, 2007

================================================================================



                                CREDIT AGREEMENT

          THIS CREDIT AGREEMENT (this "Agreement"), is entered into as of April
5, 2007, by and among the lenders identified on the signature pages hereof (such
lenders, together with their respective successors and permitted assigns, are
referred to hereinafter each individually as a "Lender" and collectively as the
"Lenders"), and WELLS FARGO FOOTHILL, INC., a California corporation, as the
arranger and administrative agent for the Lenders (in such capacity, together
with its successors and assigns in such capacity, "Agent"), and TB WOOD'S
CORPORATION, a Delaware corporation ("Parent"), and each of Parent's
Subsidiaries identified on the signature pages hereof (Parent and such
Subsidiaries are referred to hereinafter each individually as a "Borrower", and
individually and collectively, jointly and severally, as the "Borrowers").

                                    RECITALS

          WHEREAS, on February 17, 2007, Altra Holdings, Inc. ("Altra Holdings")
and its wholly owned subsidiary Forest Acquisition Corporation ("FAC"), entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Parent,
pursuant to which FAC agreed to purchase shares of common stock of Parent for
$24.80 per share;

          WHEREAS, in the Merger Agreement, FAC agreed to make a cash tender
offer of $24.80 per share for all outstanding shares of TB Wood's common stock;

          WHEREAS, FAC commenced the tender offer (the "Tender Offer") on March
5, 2007;

          WHEREAS, FAC will acquire greater than 90% of the outstanding shares
of Parent's common stock in the Tender Offer, and FAC and Parent will, after the
execution of this Agreement, effect a statutory "short-form" merger pursuant to
which FAC will be merged with and into Parent (the "Merger") and Parent will
become a wholly-owned subsidiary of Altra Industrial Motion, Inc. ("Altra
Industrial"), which is a wholly owned subsidiary of Altra Holdings;

          WHEREAS, Altra Industrial will issue $105,000,000 aggregate principal
amount of 9% Senior Secured Notes due 2011 (the "Additional Notes") under a
supplement (the "Indenture Supplement") to the Indenture dated as of November
30, 2004 (the "Indenture"), by and among Altra Industrial, the subsidiaries of
Altra Industrial party thereto and the Trustee, pursuant to which Altra
Industrial has previously issued $165,000,000 aggregate principal amount of
senior secured notes;

          WHEREAS, Altra Holdings and Altra Industrial will fund the purchase
price of the acquisition of the common stock of Parent through the net proceeds
of the issuance of the Additional Notes, together with cash on hand and
borrowings under the Altra Senior Credit Agreement; and

          WHEREAS, this Agreement is being entered into in connection with the
refinancing of the indebtedness incurred under that certain Loan and Security
Agreement dated as of January 7, 2005, by and among the Borrowers, TB Wood's
Canada Ltd., Manufacturers and Traders Trust Company, as collateral agent and
funding agent, PNC Bank, National Association, as administrative agent, and the
lenders party thereto, as amended, restated or otherwise modified to date (the
"M&T Facility").

          The parties agree as follows:

1.   DEFINITIONS AND CONSTRUCTION.

     1.1 DEFINITIONS. Capitalized terms used in this Agreement shall have the
meanings specified therefor on Schedule 1.1.



     1.2 ACCOUNTING TERMS. All accounting terms not specifically defined herein
shall be construed in accordance with GAAP. In the event of any change in GAAP
that occurs after the date of this Agreement that would affect the calculation
or application of the financial or other covenants contained herein, Agent and
Borrowers agree to negotiate to amend such financial or other covenants (or the
definitions used therein) to eliminate the effect of such change and no Event of
Default shall be deemed to exist solely as a result of such change in GAAP
during the period prior to the effectiveness of such amendment; provided,. that
such financial or other covenants shall continue to be calculated in the manner
provided immediately prior to such change until such amendment has been executed
by Borrowers and the Required Lenders. When used herein, the term "financial
statements" shall include the notes and schedules thereto, if any. Whenever the
term "Borrowers" or the term "Parent" is used in respect of a financial covenant
or a related definition, it shall be understood to mean Borrowers and their
Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated
basis unless the context clearly requires otherwise.

     1.3 CODE. Any terms used in this Agreement that are defined in the Code
shall be construed and defined as set forth in the Code unless otherwise defined
herein, provided, however, that to the extent that the Code is used to define
any term herein and such term is defined differently in different Articles of
the Code, the definition of such term contained in Article 9 shall govern.

     1.4 CONSTRUCTION. Unless the context of this Agreement or any other Loan
Document clearly requires otherwise, references to the plural include the
singular, references to the singular include the plural, and the terms
"includes" and "including" are not limiting. The words "hereof," "herein,"
"hereby," "hereunder," and similar terms in this Agreement or any other Loan
Document refer to this Agreement or such other Loan Document, as the case may
be, as a whole and not to any particular provision of this Agreement or such
other Loan Document, as the case may be. Section, subsection, clause, schedule,
and exhibit references herein are to this Agreement unless otherwise specified.
Any reference in this Agreement or in the other Loan Documents to any agreement,
instrument, or document shall include all alterations, amendments, changes,
extensions, modifications, renewals, replacements, substitutions, joinders, and
supplements, thereto and thereof, as applicable (subject to any restrictions on
such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein). Any
reference herein to the satisfaction, payment or repayment in full of the
Obligations shall mean the repayment in full in cash (or cash collateralization
or the provision of other security in accordance with the terms hereof) of all
Obligations other than contingent indemnification Obligations. Any reference
herein to any Person shall be construed to include such Person's successors and
assigns. Any requirement of a writing contained herein or in the other Loan
Documents shall be satisfied by the transmission of a Record.

     1.5 SCHEDULES AND EXHIBITS. All of the schedules and exhibits attached to
this Agreement shall be deemed incorporated herein by reference.

2.   LOAN AND TERMS OF PAYMENT.

     2.1  INTENTIONALLY OMITTED.

     2.2  TERM LOANS

          (a) TERM LOAN A. Subject to the terms and conditions of this
Agreement, on the Closing Date each Lender with a Commitment agrees (severally,
not jointly or jointly and severally) to make term loans (collectively, "Term
Loan A") to Borrowers in an amount equal to such Lender's Pro Rata Share of the
Term Loan A Amount. The principal of the Term Loan A shall be repaid in monthly
installments of $125,000, payable on the first day of each month (or, if such
first day is not a Business Day, the next succeeding Business Day) commencing on
May 1, 2007 through the date of determination as provided in the immediately
succeeding sentence. The outstanding unpaid principal balance and all accrued
and unpaid interest on the Term Loan A shall be due and payable on the earliest
of (i) the Maturity Date, (ii) the date of


                                        2



the acceleration of the Term Loan A in accordance with the terms hereof, and
(iii) the date of termination of this Agreement pursuant to Section 8.1(c). All
principal of, interest on, and other amounts payable in respect of the Term Loan
A shall constitute Obligations. Once any portion of the Term Loan A has been
paid or prepaid, it may not be reborrowed.

          (b) TERM LOAN B. Subject to the terms and conditions of this
Agreement, on the Closing Date each Lender with a Commitment agrees (severally,
not jointly or jointly and severally) to make term loans (collectively, "Term
Loan B", and together with Term Loan A, the "Term Loans") to Borrowers in an
amount equal to such Lender's Pro Rata Share of the Term Loan B Amount. The
outstanding unpaid principal balance and all accrued and unpaid interest on the
Term Loan B shall be due and payable on the earliest of (i) the Maturity Date,
(ii) the date of the acceleration of the Term Loan B in accordance with the
terms hereof, and (iii) the date of termination of this Agreement pursuant to
Section 8.1(c). All principal of, interest on, and other amounts payable in
respect of the Term Loan B shall constitute Obligations. Once any portion of the
Term Loan B has been paid or prepaid, it may not be reborrowed.

     2.3 BORROWING PROCEDURES. The Term Loans shall be made by an irrevocable
request by an Authorized Person delivered to Agent no later than 7:00 a.m.
(California time) on the Closing Date. Each Lender shall make the amount of such
Lender's Pro Rata Share of the Term Loans available to Agent in immediately
available funds, to Agent's Account, not later than 10:00 a.m. (California time)
on the Closing Date. After Agent's receipt of the proceeds of the Term Loans,
Agent shall make the proceeds thereof available to Administrative Borrower on
the Closing Date by transferring immediately available funds equal to such
proceeds received by Agent to the Designated Account; provided, however, that
Agent shall not request any Lender to make, and no Lender shall have the
obligation to make, the Term Loans if Agent shall have actual knowledge that one
or more of the applicable conditions precedent set forth in Section 3.1 will not
be satisfied on the Closing Date unless such condition has been waived.

     2.4  PAYMENTS.

          (a)  PAYMENTS BY BORROWERS.

               (i) Except as otherwise expressly provided herein, all payments
by Borrowers shall be made to Agent's Account for the account of the Lender
Group and shall be made in immediately available funds, no later than 11:00 a.m.
(California time) on the date specified herein. Any payment received by Agent
later than 11:00 a.m. (California time), shall be deemed to have been received
on the following Business Day and any applicable interest or fee shall continue
to accrue until such following Business Day.

               (ii) Unless Agent receives notice from Administrative Borrower
prior to the date on which any payment is due to the Lenders that Borrowers will
not make such payment in full as and when required, Agent may assume that
Borrowers have made (or will make) such payment in full to Agent on such date in
immediately available funds and Agent may (but shall not be so required), in
reliance upon such assumption, distribute to each Lender on such due date an
amount equal to the amount then due such Lender. If and to the extent Borrowers
do not make such payment in full to Agent on the date when due, each Lender
severally shall repay to Agent on demand such amount distributed to such Lender,
together with interest thereon at the Defaulting Lender Rate for each day from
the date such amount is distributed to such Lender until the date repaid.

          (b)  APPORTIONMENT AND APPLICATION.

               (i) Except as otherwise provided in the Loan Documents (including
agreements between Agent and individual Lenders), aggregate principal and
interest payments shall be apportioned ratably among the Lenders (according to
the unpaid principal balance of the Obligations to which such payments relate
held by each Lender) and payments of fees and expenses (other than fees or
expenses that are for Agent's separate account, after giving effect to any
agreements between Agent and individual Lenders) shall


                                        3



be apportioned ratably among the Lenders having a Pro Rata Share of the
Obligation to which a particular fee relates. Except as provided in Section
2.4(b)(iii), all payments shall be remitted to Agent and all such payments, and
all proceeds of Collateral received by Agent, shall be applied as follows:

                    (A) first, ratably to pay any Lender Group Expenses then due
to Agent or any of the Lenders under the Loan Documents until paid in full,

                    (B) second, ratably to pay any fees or premiums then due to
Agent (for its separate account, after giving effect to any agreements between
Agent and individual Lenders) or any of the Lenders under the Loan Documents
until paid in full,

                    (C) third, ratably to pay interest due in respect of the LC
Obligations and the Term Loans until paid in full,

                    (D) fourth, ratably to pay all principal amounts then due
and payable (other than as a result of an acceleration thereof) with respect to
the LC Obligations and the Term Loans until paid in full,

                    (E) fifth, if an Event of Default has occurred and is
continuing, ratably to pay the outstanding principal balance of the LC
Obligations and the Term Loans until paid in full,

                    (F) sixth, if an Event of Default has occurred and is
continuing, ratably to pay any other Obligations, and

                    (G) seventh, to Borrowers (to be wired to the Designated
Account) or such other Person entitled thereto under applicable law.

               (ii) Agent promptly shall distribute to each Lender, pursuant to
the applicable wire instructions received from each Lender in writing, such
funds as it may be entitled to receive.

               (iii) In each instance, so long as no Event of Default has
occurred and is continuing, this Section 2.4(b) shall not apply to any payment
made by Borrowers to Agent and specified by Borrowers to be for the payment of
specific Obligations then due and payable (or prepayable) under any provision of
this Agreement.

               (iv) For purposes of the foregoing, "paid in full" means payment
of all amounts owing under the Loan Documents according to the terms thereof,
including loan fees, service fees, professional fees, interest (and specifically
including interest accrued after the commencement of any Insolvency Proceeding),
default interest, interest on interest, and expense reimbursements, whether or
not any of the foregoing would be or is allowed or disallowed in whole or in
part in any Insolvency Proceeding.

               (v) In the event of a direct conflict between the priority
provisions of this Section 2.4 and other provisions contained in any other Loan
Document, it is the intention of the parties hereto that such priority
provisions in such documents shall be read together and construed, to the
fullest extent possible, to be in concert with each other. In the event of any
actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms
and provisions of this Section 2.4 shall control and govern.


                                        4



          (c) VOLUNTARY PREPAYMENTS. Borrowers have the option, at any time,
upon not less than 10 days prior written notice to Agent, to prepay all or any
portion of the LC Obligations and the Term Loans, subject to the payment of the
Applicable Prepayment Premium if any such voluntary prepayment results in a
termination of this Agreement pursuant to Section 3.5.

          (d)  MANDATORY PREPAYMENTS.

               (i) If, as of the last day of any month, (A) the sum of (x) the
aggregate outstanding principal balance of the Term Loans on such date, plus (y)
the aggregate outstanding principal balance of the LC Obligations on such date,
plus (z) the Letter of Credit Usage on such date exceeds (B) the Borrowing Base
(such excess being referred to as the "Limiter Excess"), then Borrowers shall,
within 3 Business Days thereafter, prepay, without penalty or premium, the
outstanding principal amount of the Obligations in accordance with Section
2.4(e) in an aggregate amount equal to the Limiter Excess.

               (ii) Immediately upon the receipt by any Loan Party of the
proceeds of any voluntary or involuntary sale or disposition by any Loan Party
of property or assets constituting Collateral (including casualty losses or
condemnations but excluding sales or dispositions which qualify as Permitted
Dispositions (other than clause (l) of the definition of Permitted
Dispositions)), Borrowers shall prepay the outstanding principal amount of the
Obligations in accordance with Section 2.4(e) in an amount equal to 100% of the
Net Cash Proceeds (including condemnation awards and payments in lieu thereof)
received by such Person in connection with such sales or dispositions; provided
that, so long as (A) no Default or Event of Default shall have occurred and is
continuing, (B) Administrative Borrower shall have given Agent prior written
notice of Borrowers' intention to apply such monies to the costs of replacement
of the properties or assets that are the subject of such sale or disposition or
the cost of purchase or construction of other assets useful in the business of
Loan Parties, (C) the monies are held in a cash collateral account in which
Agent has a perfected first-priority security interest, and (D) the applicable
Loan Party completes such replacement, purchase, or construction within 180 days
after the initial receipt of such monies, Loan Parties shall have the option to
apply such monies to the costs of replacement of the property or assets that are
the subject of such sale or disposition or the costs of purchase or construction
of other assets useful in the business of Loan Parties unless and to the extent
that such applicable period shall have expired without such replacement,
purchase or construction being made or completed, in which case, any amounts
remaining in the cash collateral account shall be paid to Agent and applied in
accordance with Section 2.4(e). Nothing contained in this Section 2.4(d)(ii)
shall permit Loan Parties to sell or otherwise dispose of any property or assets
other than in accordance with Section 6.4.

               (iii) Immediately upon the receipt by any Loan Party of any
Extraordinary Receipts with respect to Collateral, Borrowers shall prepay the
outstanding principal amount of the Obligations in accordance with Section
2.4(e) in an amount equal to 100% of such Extraordinary Receipts, net of any
reasonable expenses incurred in collecting such Extraordinary Receipts.

               (iv) Immediately upon the issuance or incurrence by any Loan
Party of any Indebtedness (other than Indebtedness permitted under Section 6.1)
or the issuance by any Loan Party of any shares of Loan Parties' Stock (other
than in the event that any Loan Party forms a Subsidiary in accordance with the
terms hereof, the issuance by such Subsidiary of Stock to any such Loan Party),
Borrowers shall prepay the outstanding principal amount of the Obligations in
accordance with Section 2.4(e) in an amount equal to 100% of the Net Cash
Proceeds received by such Person in connection with such issuance or incurrence.
The provisions of this Section 2.4(d)(iv) shall not be deemed to be implied
consent to any such issuance or incurrence otherwise prohibited by the terms and
conditions of this Agreement.

          (e) APPLICATION OF PAYMENTS. Each prepayment pursuant to Section
2.4(d) shall be applied ratably to the outstanding principal amount of the LC
Obligations and the Term Loans until paid in full. Each such prepayment of Term
Loan A shall be applied against the remaining installments of principal of Term
Loan A in the inverse order of maturity.


                                        5



     2.5  INTENTIONALLY OMITTED.

     2.6 INTEREST RATES AND LETTER OF CREDIT FEE: RATES, PAYMENTS, AND
CALCULATIONS.

          (a) INTEREST RATES. Except as provided in clause (c) below, all
Obligations (except for undrawn Letters of Credit) that have been charged to the
Loan Account pursuant to the terms hereof shall bear interest on the Daily
Balance thereof as follows: (i) if the relevant Obligation is a LIBOR Rate Loan,
at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate Margin, and (ii)
otherwise, at a per annum rate equal to the Base Rate plus the Base Rate Margin.

          The foregoing notwithstanding, at no time shall any portion of the
Obligations bear interest on the Daily Balance thereof at a per annum rate less
than 3.75%. To the extent that interest accrued hereunder at the rate set forth
herein would be less than the foregoing minimum daily rate, the interest rate
chargeable hereunder for such day automatically shall be deemed increased to the
minimum rate.

          (b) LETTER OF CREDIT FEE. Borrowers shall pay Agent (for the ratable
benefit of the Lenders, subject to any agreements between Agent and individual
Lenders), a Letter of Credit fee (in addition to the charges, commissions, fees,
and costs set forth in Section 2.12(e)) which shall accrue at a rate equal to
1.50% per annum times the Daily Balance of the undrawn amount of all outstanding
Letters of Credit.

          (c) DEFAULT RATE. Upon the occurrence and during the continuation of
an Event of Default, but solely at the election of Agent or the Required
Lenders,

               (i) all Obligations (except for undrawn Letters of Credit) that
have been charged to the Loan Account pursuant to the terms hereof shall bear
interest on the Daily Balance thereof at a per annum rate equal to 2 percentage
points above the per annum rate otherwise applicable hereunder, and

               (ii) the Letter of Credit fee provided for above shall be
increased to 2 percentage points above the per annum rate otherwise applicable
hereunder.

          (d) PAYMENT. Except as provided to the contrary in Section 2.11 or
Section 2.13(a), interest, Letter of Credit fees, and all other fees payable
hereunder shall be due and payable, in arrears, on the first day of each month
(or, if such first day is not a Business Day, the next succeeding Business Day)
during the term hereof. Borrowers hereby authorize Agent, from time to time,
without prior notice to Borrowers (except as otherwise specifically provided in
any Loan Document), to charge all interest and fees (when due and payable), all
Lender Group Expenses (as and when incurred), all charges, commissions, fees,
and costs provided for in Section 2.12(e) (as and when accrued or incurred), all
fees and costs provided for in Section 2.11 (as and when accrued or incurred),
and all other payments as and when due and payable under any Loan Document to
Borrowers' Loan Account, which amounts thereafter shall constitute Obligations
hereunder and shall accrue interest at the rate then applicable to Base Rate
Loans hereunder. Any interest not paid when due shall be compounded by being
charged to the Loan Account and shall thereafter constitute Obligations
hereunder and shall accrue interest at the rate then applicable to Base Rate
Loans hereunder.

          (e) COMPUTATION. All interest and fees chargeable under the Loan
Documents shall be computed on the basis of a 360 day year for the actual number
of days elapsed. In the event the Base Rate is changed from time to time
hereafter, the rates of interest hereunder based upon the Base Rate
automatically and immediately shall be increased or decreased by an amount equal
to such change in the Base Rate.

          (f) INTENT TO LIMIT CHARGES TO MAXIMUM LAWFUL RATE. In no event shall
the interest rate or rates payable under this Agreement, plus any other amounts
paid in connection herewith, exceed the highest rate permissible under any law
that a court of competent jurisdiction shall, in a final determination, deem
applicable. Borrowers and the Lender Group, in executing and delivering this
Agreement, intend legally to agree upon the rate or rates of interest and manner
of payment stated within it; provided, however, that,


                                        6



anything contained herein to the contrary notwithstanding, if said rate or rates
of interest or manner of payment exceeds the maximum allowable under applicable
law, then, ipso facto, as of the date of this Agreement, Borrowers are and shall
be liable only for the payment of such maximum as allowed by law, and payment
received from Borrowers in excess of such legal maximum, whenever received,
shall be applied to reduce the principal balance of the Obligations to the
extent of such excess.

     2.7  CASH MANAGEMENT.

          (a) Subject to Section 3.6(b), Borrowers shall and shall cause each of
their Restricted Subsidiaries to (i) establish and maintain cash management
services of a type and on terms reasonably satisfactory to Agent at one or more
of the banks set forth on Schedule 2.7(a) (each a "Cash Management Bank"), and
shall request in writing and otherwise take such reasonable steps to ensure that
all of their and their Restricted Subsidiaries' Account Debtors forward payment
of the amounts owed by them directly to such Cash Management Bank, and (ii)
deposit or cause to be deposited promptly, and in any event no later than the
first Business Day after the date of receipt thereof, all of their Collections
(including those sent directly by their Account Debtors to Borrowers or their
Restricted Subsidiaries) into a bank account in Agent's name (a "Cash Management
Account") at one of the Cash Management Banks.

          (b) Each Cash Management Bank shall establish and maintain Cash
Management Agreements with Agent and Borrowers, in form and substance reasonably
acceptable to Agent. Each such Cash Management Agreement shall provide, among
other things, that (i) the Cash Management Bank will comply with any
instructions (each, a "Cash Disposition Instruction"), originated by Agent
directing the disposition of the funds in such Cash Management Account without
further consent by a Borrower or its Restricted Subsidiary, as applicable, (ii)
the Cash Management Bank has no rights of setoff or recoupment or any other
claim against the applicable Cash Management Account, other than for payment of
its service fees and other charges directly related to the administration of
such Cash Management Account and for returned checks or other items of payment,
(iii) at any time after which the Agent so instructs such Cash Management Bank
(a "Cash Sweep Instruction"), it immediately will forward by daily sweep all
amounts in the applicable Cash Management Account to the Agent's Account until
such time (if any) as Agent notifies it that the Cash Sweep Instruction is
terminated pursuant to the last sentence of this Section 2.7(b); and (iv) if
clause (iii) is not applicable, then Agent shall direct the Cash Management bank
to immediately transfer all such amounts to Borrowers' Designated Account. Agent
may issue a Cash Sweep Instruction or Cash Disposition Instruction only on or
after any date that: an Event of Default shall have occurred and be continuing.

          (c) So long as no Default or Event of Default has occurred and is
continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace
a Cash Management Bank or Cash Management Account; provided, however, that (i)
such prospective Cash Management Bank shall be reasonably satisfactory to Agent,
and (ii) prior to the time of the opening of such Cash Management Account, a
Borrower or its Restricted Subsidiary, as applicable, and such prospective Cash
Management Bank shall have executed and delivered to Agent a Cash Management
Agreement. Borrowers (or their Restricted Subsidiaries, as applicable) shall
close any of their Cash Management Accounts (and establish replacement cash
management accounts in accordance with the foregoing sentence) promptly and in
any event within 45 days of notice from Agent that the creditworthiness of any
Cash Management Bank is no longer acceptable in Agent's reasonable judgment, or
as promptly as practicable and in any event within 75 days of notice from Agent
that the operating performance, funds transfer, or availability procedures or
performance of the Cash Management Bank with respect to Cash Management Accounts
or Agent's liability under any Cash Management Agreement with such Cash
Management Bank is no longer acceptable in Agent's reasonable judgment.

          (d) Subject to Section 3.6(b), the Cash Management Accounts shall be
cash collateral accounts subject to Control Agreements.

          (e) Notwithstanding anything to the contrary contained herein, Agent
acknowledges that the Cash Management Accounts may contain from time to time
Trust Funds (as defined below), which, by law,


                                        7



Borrowers and their Subsidiaries are required to collect and remit from time to
time but which, pending such remittance, shall be contained or held in the Cash
Management Accounts. Upon Agent's delivery of a Cash Sweep Instruction, Cash
Disposition Instruction or any other exercise of control by Agent under a
Control Agreement or a Cash Management Agreement, Agent agrees to notify
Borrowers and their Subsidiaries of such exercise (which notice may be by
delivery of a copy of such Cash Sweep Instruction, if any). Upon receipt of such
notice, Borrowers and their Subsidiaries shall send written notice to Agent
certifying the type and amount of any Trust Funds contained or held in the Cash
Management Accounts. Within 3 Business Days after receipt of such notice by
Agent, Agent shall remit the amount of the Trust Funds to Borrowers and their
Subsidiaries for payment to the appropriate Person; provided, that, during such
3 Business Day period, Agent shall have the right to ask for further
clarification, verification or other supporting documentation with respect to
any such type or amount certified by Borrowers or their Subsidiaries as
constituting Trust Funds and Agent shall not be required to remit the amount of
such Trust Funds so certified unless and until Agent is reasonably satisfied as
to such clarification, verification or other supporting documentation. For the
purposes of this Agreement, "Trust Funds" means all funds held by Borrowers and
their Subsidiaries, as a fiduciary, all taxes required to be collected or
withheld (including, without limitation, federal and state withholding taxes
(including the employer's share thereof), taxes owing to any governmental unit
thereof, sales, use and excise taxes, customs duties, import duties and
independent customs brokers' charges), other taxes for which Borrowers and their
Subsidiaries may become liable, and accrued and unpaid employee compensation
(including salaries, wages, benefits and expense reimbursements).

     2.8 CREDITING PAYMENTS. The receipt of any payment item by Agent (whether
from transfers to Agent by the Cash Management Banks pursuant to the Cash
Management Agreements or otherwise) shall not be considered a payment on account
unless such payment item is a wire transfer of immediately available federal
funds made to the Agent's Account or unless and until such payment item is
honored when presented for payment. Should any payment item not be honored when
presented for payment, then Borrowers shall be deemed not to have made such
payment and interest shall be calculated accordingly. Anything to the contrary
contained herein notwithstanding, any payment item shall be deemed received by
Agent only if it is received into the Agent's Account on a Business Day on or
before 11:00 a.m. (California time). If any payment item is received into the
Agent's Account on a non-Business Day or after 11:00 a.m. (California time) on a
Business Day, it shall be deemed to have been received by Agent as of the
opening of business on the immediately following Business Day.

     2.9 DESIGNATED ACCOUNT. Administrative Borrower agrees to establish and
maintain the Designated Account with the Designated Account Bank for the purpose
of receiving the proceeds of the Term Loans.

     2.10 MAINTENANCE OF LOAN ACCOUNT; STATEMENTS OF OBLIGATIONS. Agent shall
maintain an account on its books in the name of Borrowers (the "Loan Account")
on which Borrowers will be charged with the LC Obligations and the Term Loans
made by Agent to Borrowers or for Borrowers' account, and with all other payment
Obligations hereunder or under the other Loan Documents, including, accrued
interest, fees and expenses, and Lender Group Expenses. In accordance with
Section 2.8, the Loan Account will be credited with all payments received by
Agent from Borrowers or for Borrowers' account, including all amounts received
in the Agent's Account from any Cash Management Bank. In accordance with Section
2.6(d), Agent shall render statements regarding the Loan Account to
Administrative Borrower, including principal, interest, fees, and including an
itemization of all charges and expenses constituting Lender Group Expenses
owing, and such statements, absent manifest error, shall be conclusively
presumed to be correct and accurate and constitute an account stated between
Borrowers and the Lender Group unless, within 30 days after receipt thereof by
Administrative Borrower, Administrative Borrower shall deliver to Agent written
objection thereto describing the error or errors contained in any such
statements.

     2.11 FEES. Borrowers shall pay to Agent, as and when due and payable under
the terms of the Fee Letter, the fees set forth in the Fee Letter.


                                        8



     2.12 LETTERS OF CREDIT.

          (a) Subject to the terms and conditions of this Agreement, the Issuing
Lender agrees to issue letters of credit for the account of Borrowers (each, an
"L/C") or to purchase participations or execute indemnities or reimbursement
obligations (each such undertaking, an "L/C Undertaking") solely with respect to
the Existing Letters of Credit. Notwithstanding anything to the contrary
contained herein, in no event shall Issuing Lender or any other Lender be
required to issue any L/C or L/C Undertaking (or otherwise advance any credit in
respect thereof) after the Closing Date other than with respect to the Existing
Letters of Credit, and once any portion of the LC Obligations has been paid or
prepaid it may not be reborrowed. If Issuing Lender is obligated to advance
funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C
Disbursement to Issuing Lender upon receiving written or telephonic notice of
such L/C Disbursement by paying to Agent an amount equal to such L/C
Disbursement not later than 11:00 a.m., California time, on the date that such
L/C Disbursement is made, provided, that Administrative Borrower has received
written or telephonic notice of such L/C Disbursement prior to 10:00 a.m.,
California time, on such date, or, if such notice has not been received by
Administrative Borrower prior to such time on such date, then not later than
11:00 a.m., California time, on the Business Day immediately following the day
that Administrative Borrower receives such notice, pursuant to the foregoing,
and, in the absence of such reimbursement, the L/C Disbursement immediately and
automatically shall be deemed to be an Obligation hereunder (an "LC Obligation"
and, collectively, the "LC Obligations") and, thereafter, shall bear interest at
the rate then applicable to Base Rate Loans under Section 2.6 (subject to
conversion to LIBOR Rate Loans in accordance with Section 2.13). To the extent
an L/C Disbursement is deemed to be an LC Obligation hereunder, Borrowers'
obligation to reimburse such L/C Disbursement shall be discharged and replaced
by the resulting LC Obligation. Promptly following receipt by Agent of any
payment from Borrowers pursuant to this paragraph, Agent shall distribute such
payment to the Issuing Lender or, to the extent that Lenders have made payments
pursuant to Section 2.12(c) to reimburse the Issuing Lender, then to such
Lenders and the Issuing Lender as their interests may appear.

          (b) Promptly following receipt of a notice of L/C Disbursement
pursuant to Section 2.12(a), each Lender agrees to fund its Pro Rata Share of
any LC Obligation deemed made pursuant to the foregoing subsection on the same
terms and conditions as if Borrowers had requested such LC Obligation and Agent
shall promptly pay to Issuing Lender the amounts so received by it from the
Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of
Credit increasing the amount thereof) and without any further action on the part
of the Issuing Lender or the Lenders, the Issuing Lender shall be deemed to have
granted to each Lender, and each Lender shall be deemed to have purchased, a
participation in each Letter of Credit, in an amount equal to its Pro Rata Share
of the Risk Participation Liability of such Letter of Credit, and each such
Lender agrees to pay to Agent, for the account of the Issuing Lender, such
Lender's Pro Rata Share of any payments made by the Issuing Lender under such
Letter of Credit. In consideration and in furtherance of the foregoing, each
Lender hereby absolutely and unconditionally agrees to pay to Agent, for the
account of the Issuing Lender, such Lender's Pro Rata Share of each L/C
Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the
date due as provided in clause (a) of this Section, or of any reimbursement
payment required to be refunded to Borrowers for any reason. Each Lender
acknowledges and agrees that its obligation to deliver to Agent, for the account
of the Issuing Lender, an amount equal to its respective Pro Rata Share of each
L/C Disbursement made by the Issuing Lender pursuant to this Section 2.12(b)
shall be absolute and unconditional and such remittance shall be made
notwithstanding the occurrence or continuation of an Event of Default or Default
or the failure to satisfy any condition set forth in Section 3 hereof. If any
such Lender fails to make available to Agent the amount of such Lender's Pro
Rata Share of each L/C Disbursement made by the Issuing Lender in respect of
such Letter of Credit as provided in this Section, such Lender shall be deemed
to be a Defaulting Lender and Agent (for the account of the Issuing Lender)
shall be entitled to recover such amount on demand from such Lender together
with interest thereon at the Defaulting Lender Rate until paid in full.

          (c) Each Borrower hereby agrees to indemnify, save, defend, and hold
the Lender Group harmless from any loss, cost, expense, or liability, and
reasonable attorneys fees incurred by the Lender Group


                                        9



arising out of or in connection with any Letter of Credit; provided, however,
that no Borrower shall be obligated hereunder to indemnify for any loss, cost,
expense, or liability to the extent that it is caused by the gross negligence or
willful misconduct of the Issuing Lender or any other member of the Lender
Group. Each Borrower agrees to be bound by the Underlying Issuer's regulations
and interpretations of any Underlying Letter of Credit or by Issuing Lender's
interpretations of any L/C issued by Issuing Lender to or for such Borrower's
account, even though this interpretation may be different from such Borrower's
own, and each Borrower understands and agrees that the Lender Group shall not be
liable for any error, negligence, or mistake, whether of omission or commission,
in following Borrowers' instructions or those contained in the Letter of Credit
or any modifications, amendments, or supplements thereto. Each Borrower
understands that the L/C Undertakings may require Issuing Lender to indemnify
the Underlying Issuer for certain costs or liabilities arising out of claims by
Borrowers against such Underlying Issuer. Each Borrower hereby agrees to
indemnify, save, defend, and hold the Lender Group harmless with respect to any
loss, cost, expense (including reasonable attorneys fees), or liability incurred
by the Lender Group under any L/C Undertaking as a result of the Lender Group's
indemnification of any Underlying Issuer; provided, however, that no Borrower
shall be obligated hereunder to indemnify for any loss, cost, expense, or
liability to the extent that it is caused by the gross negligence or willful
misconduct of the Issuing Lender or any other member of the Lender Group. Each
Borrower hereby acknowledges and agrees that neither the Lender Group nor the
Issuing Lender shall be responsible for delays, errors, or omissions resulting
from the malfunction of equipment in connection with any Letter of Credit.

          (d) Each Borrower hereby authorizes and directs any Underlying Issuer
to deliver to the Issuing Lender all instruments, documents, and other writings
and property received by such Underlying Issuer pursuant to such Underlying
Letter of Credit and to accept and rely upon the Issuing Lender's instructions
with respect to all matters arising in connection with such Underlying Letter of
Credit and the related application.

          (e) Any and all issuance charges, commissions, fees, and costs
incurred by the Issuing Lender relating to Underlying Letters of Credit shall be
Lender Group Expenses for purposes of this Agreement and immediately shall be
reimbursable by Borrowers to Agent for the account of the Issuing Lender; it
being acknowledged and agreed by each Borrower that, as of the Closing Date, the
issuance charge imposed by the prospective Underlying Issuer is .825% per annum
times the face amount of each Underlying Letter of Credit, that such issuance
charge may be changed from time to time, and that the Underlying Issuer also
imposes a schedule of charges for amendments, extensions, drawings, and
renewals.

          (f) If by reason of (i) any change after the Closing Date in any
applicable law, treaty, rule, or regulation or any change in the interpretation
or application thereof by any Governmental Authority, or (ii) compliance by the
Underlying Issuer or the Lender Group with any direction, request, or
requirement (irrespective of whether having the force of law) of any
Governmental Authority or monetary authority including, Regulation D of the
Federal Reserve Board as from time to time in effect (and any successor
thereto):

               (i) any reserve, deposit, or similar requirement is or shall be
imposed or modified in respect of any Letter of Credit issued hereunder, or

               (ii) there shall be imposed on the Underlying Issuer or the
Lender Group any other condition regarding any Underlying Letter of Credit or
any Letter of Credit issued pursuant hereto;

and the result of the foregoing is to increase, directly or indirectly, the cost
to the Lender Group of issuing, making, guaranteeing, or maintaining any Letter
of Credit or to reduce the amount receivable in respect thereof by the Lender
Group, then, and in any such case, Agent may, at any time within a reasonable
period after the additional cost is incurred or the amount received is reduced,
notify Administrative Borrower, and Borrowers shall pay on demand such amounts
as Agent may specify to be necessary to compensate the Lender Group for such
additional cost or reduced receipt, together with interest on such amount from
the date of such demand until payment in full thereof at the rate then
applicable to Base Rate Loans hereunder. The determination by


                                       10



Agent of any amount due pursuant to this Section, as set forth in a certificate
setting forth the calculation thereof in reasonable detail, shall, in the
absence of manifest or demonstrable error, be final and conclusive and binding
on all of the parties hereto.

     2.13 LIBOR OPTION.

          (a) INTEREST AND INTEREST PAYMENT DATES. In lieu of having interest
charged at the rate based upon the Base Rate, Borrowers shall have the option
(the "LIBOR Option") to have interest on all or a portion of the Term Loans or
LC Obligations be charged at a rate of interest based upon the LIBOR Rate.
Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last
day of the Interest Period applicable thereto (provided, however, that, subject
to the following clauses (ii) and (iii), in the case of any Interest Period
greater than 3 months in duration, interest shall be payable at 3 month
intervals after the commencement of the applicable Interest Period and on the
last day of such Interest Period), (ii) the occurrence of an Event of Default in
consequence of which the Required Lenders or Agent on behalf thereof have
elected to accelerate the maturity of all or any portion of the Obligations, or
(iii) termination of this Agreement pursuant to the terms hereof. On the last
day of each applicable Interest Period, unless Administrative Borrower properly
has exercised the LIBOR Option with respect thereto, the interest rate
applicable to such LIBOR Rate Loan automatically shall convert to the rate of
interest then applicable to Base Rate Loans of the same type hereunder. At any
time that an Event of Default has occurred and is continuing, Borrowers no
longer shall have the option to request that Obligations bear interest at a rate
based upon the LIBOR Rate and Agent shall have the right to convert the interest
rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base
Rate Loans hereunder.

          (b) LIBOR ELECTION.

               (i) Administrative Borrower may, at any time and from time to
time, so long as no Event of Default has occurred and is continuing, elect to
exercise the LIBOR Option by notifying Agent prior to 11:00 a.m. (California
time) at least 3 Business Days prior to the commencement of the proposed
Interest Period (the "LIBOR Deadline"). Notice of Administrative Borrower's
election of the LIBOR Option for a permitted portion of the Obligations and an
Interest Period pursuant to this Section shall be made by delivery to Agent of a
LIBOR Notice received by Agent before the LIBOR Deadline, or by telephonic
notice received by Agent before the LIBOR Deadline (to be confirmed by delivery
to Agent of a LIBOR Notice received by Agent prior to 5:00 p.m. (California
time) on the same day). Promptly upon its receipt of each such LIBOR Notice,
Agent shall provide a copy thereof to each of the Lenders.

               (ii) Each LIBOR Notice shall be irrevocable and binding on
Borrowers. In connection with each LIBOR Rate Loan, each Borrower shall
indemnify, defend, and hold Agent and the Lenders harmless against any loss,
cost, or expense incurred by Agent or any Lender as a result of (A) the payment
of any principal of any LIBOR Rate Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (B) the conversion of any LIBOR Rate Loan other than on the last day
of the Interest Period applicable thereto, or (C) the failure to borrow,
convert, continue or prepay any LIBOR Rate Loan on the date specified in any
LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses,
collectively, "Funding Losses"). Funding Losses shall, with respect to Agent or
any Lender, be deemed to equal the amount determined by Agent or such Lender to
be the excess, if any, of (1) the amount of interest that would have accrued on
the principal amount of such LIBOR Rate Loan had such event not occurred, at the
LIBOR Rate that would have been applicable thereto, for the period from the date
of such event to the last day of the then current Interest Period therefor (or,
in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period therefor), minus (2) the amount of interest
that would accrue on such principal amount for such period at the interest rate
which Agent or such Lender would be offered were it to be offered, at the
commencement of such period, Dollar deposits of a comparable amount and period
in the London interbank market. A certificate of Agent or a Lender delivered to
Administrative Borrower setting forth any amount or amounts that Agent or such
Lender is entitled to receive pursuant to this Section 2.13 shall be conclusive
absent manifest error unless the Administrative


                                       11



Borrower shall object in writing within seven (7) Business Days of receipt
thereof, specifying the basis for such objection in detail.

               (iii) Borrowers shall have not more than 5 LIBOR Rate Loans in
effect at any given time. Borrowers only may exercise the LIBOR Option for LIBOR
Rate Loans of at least $1,000,000 and integral multiples of $500,000 in excess
thereof.

          (c) PREPAYMENTS. Borrowers may prepay LIBOR Rate Loans or convert such
Loans to Base Rate Loans at any time; provided, however, that in the event that
LIBOR Rate Loans are so prepaid or converted on any date that is not the last
day of the Interest Period applicable thereto, including as a result of any
automatic prepayment through the required application by Agent of proceeds of
Borrowers' and their respective Restricted Subsidiaries' Collections in
accordance with Section 2.4(b) or for any other reason, including early
termination of the term of this Agreement or acceleration of all or any portion
of the Obligations pursuant to the terms hereof, each Borrower shall indemnify,
defend, and hold Agent and the Lenders and their Participants harmless against
any and all Funding Losses in accordance with clause (b)(ii) above.

          (d) SPECIAL PROVISIONS APPLICABLE TO LIBOR RATE.

               (i) The LIBOR Rate may be adjusted by Agent with respect to any
Lender on a prospective basis to take into account any additional or increased
costs to such Lender of maintaining or obtaining any eurodollar deposits or
increased costs, in each case, due to changes in applicable law occurring
subsequent to the commencement of the then applicable Interest Period, including
changes in tax laws (except changes of general applicability in tax laws
relating to taxes based on income, profits, receipts or capital) and changes in
the reserve requirements imposed by the Board of Governors of the Federal
Reserve System (or any successor), excluding the Reserve Percentage, which
additional or increased costs would increase the cost of funding loans bearing
interest at the LIBOR Rate. In any such event, the affected Lender shall give
Administrative Borrower and Agent notice of such a determination and adjustment
and Agent promptly shall transmit the notice to each other Lender and, upon its
receipt of the notice from the affected Lender, Administrative Borrower may, by
notice to such affected Lender (y) require such Lender to furnish to
Administrative Borrower a statement setting forth the basis for adjusting such
LIBOR Rate and the method for determining the amount of such adjustment
accompanied by a certificate of such Lender stating that it is charging such
similar increased costs to similarly situated borrowers, or (z) repay the LIBOR
Rate Loans with respect to which such adjustment is made (together with any
amounts due under clause (b)(ii) above).

               (ii) In the event that any change in market conditions or any
law, regulation, treaty, or directive, or any change therein or in the
interpretation of application thereof, shall at any time after the date hereof,
in the reasonable opinion of any Lender, make it unlawful or impractical for
such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or
maintaining, or to determine or charge interest rates at the LIBOR Rate, such
Lender shall give notice of such changed circumstances to Agent and
Administrative Borrower and Agent promptly shall transmit the notice to each
other Lender and (y) in the case of any LIBOR Rate Loans of such Lender that are
outstanding, the date specified in such Lender's notice shall be deemed to be
the last day of the Interest Period of such LIBOR Rate Loans, and interest upon
the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate
then applicable to Base Rate Loans, and (z) Borrowers shall not be entitled to
elect the LIBOR Option until such Lender determines that it would no longer be
unlawful or impractical to do so.

          (e) NO REQUIREMENT OF MATCHED FUNDING. Anything to the contrary
contained herein notwithstanding, neither Agent, nor any Lender, nor any of
their Participants, is required actually to acquire eurodollar deposits to fund
or otherwise match fund any Obligation as to which interest accrues at the LIBOR
Rate. The provisions of this Section shall apply as if each Lender or its
Participants had match funded any Obligation as to which interest is accruing at
the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the
amount of the LIBOR Rate Loans.


                                       12



     2.14 CAPITAL REQUIREMENTS. If, after the date hereof, either (i) the
adoption of or change in any law, rule, regulation or guideline regarding
capital requirements for banks or bank holding companies, or any change in the
interpretation or application thereof by any Governmental Authority charged with
the administration thereof, or (ii) compliance by any Lender or its parent bank
holding company with any guideline, request or directive of any such entity
regarding capital adequacy (whether or not having the force of law), has the
effect of reducing the return on such Lender's or such holding company's capital
as a consequence of such Lender's Commitments hereunder to a level below that
which such Lender or such holding company could have achieved but for such
adoption, change, or compliance (taking into consideration such Lender's or such
holding company's then existing policies with respect to capital adequacy and
assuming the full utilization of such entity's capital) by any amount deemed in
good faith by such Lender to be material and the result is an increase in the
cost to any Lender of funding or maintaining any LC Obligations or Term Loans to
Borrowers, then such Lender may notify Administrative Borrower and Agent
thereof. Following receipt of such notice, Borrowers agree to pay such Lender on
demand the amount of such reduction of return of capital as and when such
reduction is determined, payable within 90 days after presentation by such
Lender of a statement in the amount and setting forth in reasonable detail such
Lender's calculation thereof and the assumptions upon which such calculation was
based (which statement shall be deemed true and correct absent manifest error).
In determining such amount, such Lender may use any reasonable averaging and
attribution methods.

     2.15 JOINT AND SEVERAL LIABILITY OF BORROWERS.

          (a) Each Borrower is accepting joint and several liability hereunder
and under the other Loan Documents in consideration of the financial
accommodations to be provided by the Lender Group under this Agreement, for the
mutual benefit, directly and indirectly, of each Borrower and in consideration
of the undertakings of the other Borrowers to accept joint and several liability
for the Obligations.

          (b) Each Borrower, jointly and severally, hereby irrevocably and
unconditionally accepts, not merely as a surety but also as a co-debtor, joint
and several liability with the other Borrowers, with respect to the payment and
performance of all of the Obligations (including, without limitation, any
Obligations arising under this Section 2.15), it being the intention of the
parties hereto that all the Obligations shall be the joint and several
obligations of each Borrower without preferences or distinction among them.

          (c) If and to the extent that any Borrower shall fail to make any
payment with respect to any of the Obligations as and when due or to perform any
of the Obligations in accordance with the terms thereof, then in each such event
the other Borrowers will make such payment with respect to, or perform, such
Obligation.

          (d) The Obligations of each Borrower under the provisions of this
Section 2.15 constitute the absolute and unconditional, full recourse
Obligations of each Borrower enforceable against each Borrower to the full
extent of its properties and assets, irrespective of the validity, regularity or
enforceability of this Agreement or any other circumstances whatsoever.

          (e) Except as otherwise expressly provided in this Agreement, each
Borrower hereby waives notice of acceptance of its joint and several liability,
notice of any advances made under or pursuant to this Agreement, notice of the
occurrence of any Default, Event of Default, or of any demand for any payment
under this Agreement, notice of any action at any time taken or omitted by Agent
or Lenders under or in respect of any of the Obligations, any requirement of
diligence or to mitigate damages and, generally, to the extent permitted by
applicable law, all demands, notices and other formalities of every kind in
connection with this Agreement (except as otherwise provided in this Agreement).
Each Borrower hereby assents to, and waives notice of, any extension or
postponement of the time for the payment of any of the Obligations, the
acceptance of any payment of any of the Obligations, the acceptance of any
partial payment thereon, any waiver, consent or other action or acquiescence by
Agent or Lenders at any time or times in respect of any default by any Borrower
in the performance or satisfaction of any term, covenant, condition or provision
of


                                       13



this Agreement, and the taking, addition, substitution or release, in whole or
in part, at any time or times, of any security for any of the Obligations or the
addition, substitution or release, in whole or in part, of any Borrower. Without
limiting the generality of the foregoing, each Borrower assents to any other
action or delay in acting or failure to act on the part of any Agent or Lender
with respect to the failure by any Borrower to comply with any of its respective
Obligations, including, without limitation, any failure strictly or diligently
to assert any right or to pursue any remedy or to comply fully with applicable
laws or regulations thereunder, which might, but for the provisions of this
Section 2.15 afford grounds for terminating, discharging or relieving any
Borrower, in whole or in part, from any of its Obligations under this Section
2.15, it being the intention of each Borrower that, so long as any of the
Obligations hereunder remain unsatisfied, the Obligations of each Borrower under
this Section 2.15 shall not be discharged except by performance and then only to
the extent of such performance. The Obligations of each Borrower under this
Section 2.15 shall not be diminished or rendered unenforceable by any winding
up, reorganization, arrangement, liquidation, reconstruction or similar
proceeding with respect to any Borrower or any Agent or Lender.

          (f) Each Borrower represents and warrants to Agent and Lenders that
such Borrower is currently informed of the financial condition of Borrowers and
of all other circumstances which a diligent inquiry would reveal and which bear
upon the risk of nonpayment of the Obligations. Each Borrower further represents
and warrants to Agent and Lenders that such Borrower has read and understands
the terms and conditions of the Loan Documents. Each Borrower hereby covenants
that such Borrower will continue to keep informed of Borrowers' financial
condition, the financial condition of other guarantors, if any, and of all other
circumstances which bear upon the risk of nonpayment or nonperformance of the
Obligations.

          (g) Each Borrower waives all rights and defenses arising out of an
election of remedies by Agent or any Lender, even though that election of
remedies, such as a nonjudicial foreclosure with respect to security for a
guaranteed obligation, has destroyed Agent's or such Lender's rights of
subrogation and reimbursement against such Borrower by the operation of Section
580(d) of the California Code of Civil Procedure or otherwise.

          (h) Each Borrower waives all rights and defenses that such Borrower
may have because the Obligations are secured by Real Property. This means, among
other things:

          (i) Agent and Lenders may collect from such Borrower without first
foreclosing on any Collateral pledged by Borrowers.

               (ii) If Agent or any Lender forecloses on any Real Property
Collateral pledged by Borrowers:

                    (A) The amount of the Obligations may be reduced only by the
price for which that collateral is sold at the foreclosure sale, even if the
collateral is worth more than the sale price.

                    (B) Agent and Lenders may collect from such Borrower even if
Agent or Lenders, by foreclosing on the Real Property Collateral, has destroyed
any right such Borrower may have to collect from the other Borrowers.

This is an unconditional and irrevocable waiver of any rights and defenses such
Borrower may have because the Obligations are secured by Real Property. These
rights and defenses include, but are not limited to, any rights or defenses
based upon Section 580a, 580b, 580d or 726 of the California Code of Civil
Procedure.

          (i) The provisions of this Section 2.15 are made for the benefit of
Agent, Lenders and their respective successors and assigns, and may be enforced
by it or them from time to time against any or all Borrowers as often as
occasion therefor may arise and without requirement on the part of any such
Agent, Lender, successor or assign first to marshal any of its or their claims
or to exercise any of its or their rights against any Borrower or to exhaust any
remedies available to it or them against any Borrower or to resort to


                                       14



any other source or means of obtaining payment of any of the Obligations
hereunder or to elect any other remedy. The provisions of this Section 2.15
shall remain in effect until all of the Obligations shall have been paid in full
or otherwise fully satisfied. If at any time, any payment, or any part thereof,
made in respect of any of the Obligations, is rescinded or must otherwise be
restored or returned by any Agent or Lender upon the insolvency, bankruptcy or
reorganization of any Borrower, or otherwise, the provisions of this Section
2.15 will forthwith be reinstated in effect, as though such payment had not been
made.

          (j) Each Borrower hereby agrees that it will not enforce any of its
rights of contribution or subrogation against any other Borrower with respect to
any liability incurred by it hereunder or under any of the other Loan Documents,
any payments made by it to Agent or Lenders with respect to any of the
Obligations or any collateral security therefor until such time as all of the
Obligations have been paid in full in cash. Any claim which any Borrower may
have against any other Borrower with respect to any payments to any Agent or
Lender hereunder or under any other Loan Documents are hereby expressly made
subordinate and junior in right of payment, without limitation as to any
increases in the Obligations arising hereunder or thereunder, to the prior
payment in full in cash of the Obligations and, in the event of any insolvency,
bankruptcy, receivership, liquidation, reorganization or other similar
proceeding under the laws of any jurisdiction relating to any Borrower, its
debts or its assets, whether voluntary or involuntary, all such Obligations
shall be paid in full in cash before any payment or distribution of any
character, whether in cash, securities or other property, shall be made to any
other Borrower therefor.

          (k) Each Borrower hereby agrees that, after the occurrence and during
the continuance of any Default or Event of Default, the payment of any amounts
due with respect to the indebtedness owing by any Borrower to any other Borrower
is hereby subordinated to the prior payment in full in cash of the Obligations.
Each Borrower hereby agrees that after the occurrence and during the continuance
of any Default or Event of Default, such Borrower will not demand, sue for or
otherwise attempt to collect any indebtedness of any other Borrower owing to
such Borrower until the Obligations shall have been paid in full in cash. If,
notwithstanding the foregoing sentence, such Borrower shall collect, enforce or
receive any amounts in respect of such indebtedness, such amounts shall be
collected, enforced and received by such Borrower as trustee for Agent, and such
Borrower shall deliver any such amounts to Agent for application to the
Obligations in accordance with Section 2.4(b).

3. CONDITIONS; TERM OF AGREEMENT.

     3.1 CONDITIONS PRECEDENT TO THE INITIAL EXTENSION OF CREDIT. The obligation
of each Lender to make its initial extension of credit provided for hereunder,
is subject to the fulfillment, to the satisfaction of Agent and each Lender of
each of the conditions precedent set forth on Schedule 3.1 (the making of such
initial extension of credit by a Lender being conclusively deemed to be its
satisfaction or waiver of the conditions precedent).

     3.2 INTENTIONALLY OMITTED.

     3.3 TERM. This Agreement shall continue in full force and effect for a term
ending on November 30, 2010 (the "Maturity Date"). The foregoing
notwithstanding, the Lender Group, upon the election of the Required Lenders,
shall have the right to terminate its obligations under this Agreement
immediately and without notice upon the occurrence and during the continuation
of an Event of Default.

     3.4 EFFECT OF TERMINATION. On the date of termination of this Agreement,
all Obligations (including contingent reimbursement obligations of Borrowers
with respect to outstanding Letters of Credit) immediately shall become due and
payable without notice or demand and Borrowers agree to either (i) provide cash
collateral to be held by Agent for the benefit of those Lenders in an amount
equal to 105% of the Letter of Credit Usage, or (ii) cause the original Letters
of Credit to be returned to the Issuing Lender). No termination of this
Agreement, however, shall relieve or discharge Borrowers or their respective
Restricted Subsidiaries of their duties, Obligations, or covenants hereunder or
under any other Loan Document and the Agent's Liens in


                                       15



the Collateral shall remain in effect until all Obligations have been paid in
full and the Lender Group's obligations to provide additional credit hereunder
have been terminated. When this Agreement has been terminated and all of the
Obligations have been paid in full and the Lender Group's obligations to provide
additional credit under the Loan Documents have been terminated irrevocably,
Agent will, at Borrowers' sole expense, execute and deliver any termination
statements, lien releases, mortgage releases, re-assignments of trademarks,
discharges of security interests, and other similar discharge or release
documents (and, if applicable, in recordable form) as are reasonably necessary
to release, as of record, the Agent's Liens and all notices of security
interests and liens previously filed by Agent with respect to the Obligations.

     3.5 EARLY TERMINATION BY BORROWERS. Borrowers have the option, at any time
upon 30 days prior written notice by Administrative Borrower to Agent, to
terminate this Agreement by paying to Agent, in cash, the Obligations (including
either (i) providing cash collateral to be held by Agent for the benefit of
those Lenders in an amount equal to 105% of the Letter of Credit Usage, or (ii)
causing the original Letters of Credit to be returned to the Issuing Lender), in
full, together with any Applicable Prepayment Premium. If Administrative
Borrower has sent a notice of termination pursuant to the provisions of this
Section, then, absent an agreement to the contrary contained in any Loan
Document, the Commitments shall terminate and Borrowers shall be obligated to
repay the Obligations (including either (i) providing cash collateral to be held
by Agent for the benefit of those Lenders in an amount equal to 105% of the
Letter of Credit Usage, or (ii) causing the original Letters of Credit to be
returned to the Issuing Lender), in full, together with any Applicable
Prepayment Premium, on the date set forth as the date of termination of this
Agreement in such notice.

     3.6 CONDITIONS SUBSEQUENT TO THE INITIAL EXTENSION OF CREDIT. The
obligation of the Lender Group (or any member thereof) to continue to maintain
the LC Obligations and the Term Loans (or otherwise extend credit hereunder) is
subject to the fulfillment, on or before the date applicable thereto, of each of
the conditions subsequent set forth below (the failure by Borrowers to so
perform or cause to be performed constituting an Event of Default):

          (a) within 30 days after the Closing Date (or such longer period as
agreed to by Agent in its sole discretion), Borrowers shall have delivered to
Agent certified copies of the policies of insurance, together with the
endorsements thereto, as are required by Section 5.8, the form and substance of
which shall be reasonably satisfactory to Agent and its counsel;

          (b) within 60 days after the Closing Date (or such longer period as
agreed to by Agent in its sole discretion), Borrowers shall deliver to Agent
Cash Management Agreements and Control Agreements, in form and substance
reasonably satisfactory to Agent;

          (c) within 90 days after the Closing Date (or such longer period as
agreed to by Agent in its sole discretion), Borrowers shall use their
commercially reasonable efforts to deliver to Agent Collateral Access Agreements
with respect to any leased location at which books and records are located or
Collateral in excess of $500,000 is located;

          (d) within 10 Business Days after the Closing Date (or such longer
period as agreed to by Agent in its sole discretion), Borrowers shall deliver to
Agent (i) any certificates representing shares of Stock pledged under the
Security Agreement, as well as Stock powers with respect thereto endorsed in
blank, to the extent not delivered prior to the Closing Date, (ii) the original
notes issued under the M&T Facility, marked cancelled: and (iii) an affidavit of
lost indemnity in form and substance reasonably satisfactory to Agent with
respect to any certificates representing shares of Stock pledged under the
Security Agreement but not delivered to Agent on the Closing Date or pursuant to
clause (i) above;

          (e) on or prior to April 15, 2007 (or such longer period as agreed to
by Agent in its sole discretion), Agent shall have received a certificate of
insurance, together with the endorsements thereto, as are required by Section
5.8, the form and substance of which shall be satisfactory to Agent;


                                       16



          (f) within 90 days after the Closing Date, the following conditions
shall have been satisfied with respect to all Real Property Collateral (other
than the Real Property Collateral located in the State of New York): (a) Agent
shall have been granted a first priority Mortgage on such Real Property
Collateral; (b) Agent shall have received mortgagee title insurance policies (or
marked commitments to issue the same) for such Real Property Collateral issued
by a title insurance company reasonably satisfactory to Agent in an amount
reasonably satisfactory to Agent assuring Agent that the Mortgage on such Real
Property Collateral is a valid and enforceable first priority mortgage Lien on
such Real Property Collateral free and clear of all defects and encumbrances
except Permitted Liens, and such mortgagee title insurance policies (or marked
commitments to issue the same) otherwise shall be in form and substance
reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries shall
have paid to said title insurance company all expenses and premiums of said
title insurance company in connection with the issuance of such mortgagee title
insurance policies (or marked commitments to issue the same) and in addition
shall, to the extent required, have paid all recording costs, stamp taxes,
mortgage taxes, intangibles taxes and other fees and costs (including reasonable
attorneys fees and expenses) incurred in connection therewith; and (d) Agent
shall have received such other documentation and opinions of counsel, in form
and substance reasonably satisfactory to Agent, in connection with the grant of
such Mortgage as Agent shall request in its Permitted Discretion, including,
without limitation, surveys (or existing surveys and survey affidavits that are
(x) sufficient to have the "matters that would be shown on a survey" exception
deleted from the mortgagee policy of title insurance and (y) reasonably
satisfactory to Agent), financing statements and fixture filings; and

          (g) within 10 days after the Closing Date (or such longer period as
agreed to by Agent in its sole discretion), Borrowers shall deliver to Agent the
Governing Documents, as amended, modified, or supplemented to the Closing Date,
for TB Wood's Incorporated certified by the Secretary of State of the
jurisdiction of organization of such Person, which certificate shall indicate
that such Person is in good standing in such jurisdiction.

4. REPRESENTATIONS AND WARRANTIES.

          In order to induce the Lender Group to enter into this Agreement, each
Borrower makes the following representations and warranties to the Lender Group
which shall be true, correct, and complete, in all material respects, as of the
date hereof, and shall be true, correct, and complete, in all material respects,
as of the Closing Date (except to the extent that such representations and
warranties relate solely to an earlier date) and such representations and
warranties shall survive the execution and delivery of this Agreement:

     4.1 NO ENCUMBRANCES. Borrowers and their respective Restricted Subsidiaries
have good and indefeasible title to, or a valid leasehold interest in, their
material personal property assets and good and marketable title to, or a valid
leasehold interest in, their Real Property, in each case, free and clear of
Liens except for Permitted Liens.

     4.2 ELIGIBLE ACCOUNTS. As to each Account that is identified by a Borrower
as an Eligible Account in a borrowing base report submitted to Agent, such
Account is (a) a bona fide existing payment obligation of the applicable Account
Debtors created by the sale and delivery of Inventory or the rendition of
services to such Account Debtors in the ordinary course of Borrowers' business,
(b) owed to Borrowers without any known defenses, disputes, offsets,
counterclaims, or rights of cancellation, and (c) not excluded as ineligible by
virtue of one or more of the excluding criteria set forth in the definition of
Eligible Accounts.

     4.3 ELIGIBLE INVENTORY.

          (a) As to each item of Inventory that is identified by a Borrower as
Eligible Raw Materials Inventory in a borrowing base report submitted to Agent,
such Inventory is not excluded as ineligible by virtue of one or more of the
excluding criteria set forth in the definition of Eligible Raw Materials
Inventory.


                                       17



          (b) As to each item of Inventory that is identified by a Borrower as
Finished Goods Inventory in a borrowing base report submitted to Agent, such
Inventory is (a) to such Borrower's knowledge, of good and merchantable quality,
free from known defects, and (b) not excluded as ineligible by virtue of one or
more of the excluding criteria set forth in the definition of Eligible Finished
Goods Inventory.

     4.4 EQUIPMENT. Each material item of Equipment of Borrowers and their
respective Restricted Subsidiaries is used or held for use in their business
and, to such owner's knowledge, is in good working order, ordinary wear and tear
and damage by casualty excepted.

     4.5 LOCATION OF INVENTORY AND EQUIPMENT. The Inventory and Equipment (other
than (i) vehicles, (ii) Equipment out for repair, (iii) Equipment and Inventory
in transit between locations identified on Schedule 4.5(b), (iv) dies, tools,
patterns, molds and similar items maintained with customers in the ordinary
course of business, and (v) items of de minimus value) of Borrowers and their
respective Restricted Subsidiaries are not stored with a bailee, warehouseman,
or similar party (except as identified on Schedule 4.5(a), as such Schedule
shall be required to be updated pursuant to the immediately succeeding sentence)
and are located only at the locations identified on Schedule 4.5(b) (as such
Schedule shall be required to be updated pursuant to the immediately succeeding
sentence). Administrative Borrower shall be required to update Schedules 4.5(a)
and Schedule 4.5(b) simultaneously with the delivery of quarterly financial
statements required pursuant to Section 5.3; provided, that such Schedules shall
be required to be updated only with respect to Equipment or Inventory having an
aggregate value of $250,000 or greater.

     4.6 INVENTORY RECORDS. Each Borrower keeps correct and accurate records
itemizing and describing the type, quality, and quantity of its and its
Restricted Subsidiaries' Inventory and the book value thereof.

     4.7 STATE OF INCORPORATION; LOCATION OF CHIEF EXECUTIVE OFFICE;
ORGANIZATIONAL IDENTIFICATION NUMBER; COMMERCIAL TORT CLAIMS.

          (a) The jurisdiction of organization of Borrowers and each of their
respective Restricted Subsidiaries is set forth on Schedule 4.7(a).

          (b) The chief executive office of Borrowers and each of their
respective Restricted Subsidiaries is located at the address indicated on
Schedule 4.7(b) (as such Schedule may be updated pursuant to Section 5.9).

          (c) Borrowers' and each of their respective Restricted Subsidiaries'
organizational identification numbers, if any, are identified on Schedule
4.7(c).

          (d) As of the Closing Date, Borrowers and their respective Restricted
Subsidiaries do not hold any commercial tort claims, except as set forth on
Schedule 4.7(d).

     4.8 DUE ORGANIZATION AND QUALIFICATION; RESTRICTED SUBSIDIARIES.

          (a) Each Borrower is duly organized and existing and in good standing
under the laws of the jurisdiction of their organization and qualified to do
business in any state where the failure to be so qualified reasonably could be
expected to result in a Material Adverse Change.

          (b) Set forth on Schedule 4.8(b) is a complete and accurate
description of the authorized capital Stock of each Borrower and their
respective Restricted Subsidiaries, by class, and, as of the Closing Date, a
description of the number of shares of each such class that are issued and
outstanding. Other than as described on Schedule 4.8(b), as of the Closing Date,
there are no subscriptions, options, warrants, or calls relating to any shares
of each Borrower's or any of their respective Restricted Subsidiaries' capital
Stock, including any right of conversion or exchange under any outstanding
security or other instrument. None of


                                       18



Borrowers or any of their respective Restricted Subsidiaries is subject to any
obligation (contingent or otherwise) to repurchase or otherwise acquire or
retire any shares of its capital Stock or any security convertible into or
exchangeable for any of its capital Stock.

          (c) Set forth on Schedule 4.8(c) is a complete and accurate list of
each Borrower's direct and indirect Restricted Subsidiaries, showing, as of the
Closing Date, the number and the percentage of the outstanding shares of each
class of common and preferred Stock authorized for each of such Restricted
Subsidiaries owned directly or indirectly by the applicable Borrower. All of the
outstanding capital Stock of each such Restricted Subsidiary has been validly
issued and is fully paid and non-assessable.

     4.9 DUE AUTHORIZATION; NO CONFLICT.

          (a) The execution, delivery, and performance by each Borrower of this
Agreement, the other Loan Documents and the Acquisition Documents to which each
is a party have been duly authorized by all necessary action on the part of such
Borrower.

          (b) (i) The execution, delivery, and performance by each Borrower of
this Agreement and the other Loan Documents to which it is a party do not (A)
violate any material provision of federal, state, or local law or regulation
applicable to any Borrower, the Governing Documents of any Borrower, or any
material order, judgment, or decree of any court or other Governmental Authority
binding on any Borrower, (B) conflict with, result in a breach of, or constitute
(with due notice or lapse of time or both) a default under any material
contractual obligation of any Borrower, (C) result in or require the creation or
imposition of any Lien of any nature whatsoever upon any properties or assets of
any Borrower, other than Permitted Liens, or (D) require any approval or consent
of any Person under any material contractual obligation of any Borrower, other
than consents or approvals that have been obtained and that are still in force
and effect; and (ii) the execution, delivery, and performance by each Borrower
of the Acquisition Documents to which it is a party do not (A) violate any
provision of federal, state, or local law or regulation applicable to any
Borrower, the Governing Documents of any Borrower, or any order, judgment, or
decree of any court or other Governmental Authority binding on any Borrower, (B)
conflict with, result in a breach of, or constitute (with due notice or lapse of
time or both) a default under any contractual obligation of any Borrower, (C)
result in or require the creation or imposition of any Lien of any nature
whatsoever upon any properties or assets of any Borrower, other than Permitted
Liens, or (D) require any approval or consent of any Person under any
contractual obligation of any Borrower, other than consents or approvals that
have been obtained and that are still in force and effect, which, in each of
cases (A), (B), (C) and (D) of this clause (ii), could reasonably be expected to
result in a Material Adverse Change.

          (c) (i) Other than the filing of financing statements, and the
recordation of the Mortgages, the execution, delivery, and performance by each
Borrower of this Agreement and the other Loan Documents to which it is a party
do not require any registration with, consent, or approval of, or notice to, or
other action with or by, any Governmental Authority, other than consents or
approvals that have been obtained and that are still in force and effect; and
(ii) other than the filing of financing statements, and the recordation of the
Mortgages, the execution, delivery, and performance by each Borrower of the
Acquisition Documents to which it is a party do not require any registration
with, consent, or approval of, or notice to, or other action with or by, any
Governmental Authority, other than consents or approvals that have been obtained
and that are still in force and effect and other than those items which could
not reasonably be expected to result in a Material Adverse Change.

          (d) (i) This Agreement and the other Loan Documents to which each
Borrower is a party, and all other documents contemplated hereby and thereby,
when executed and delivered by such Borrower will be the legally valid and
binding obligations of such Borrower, enforceable against such Borrower in
accordance with their respective terms, except as enforcement may be limited by
equitable principles or by bankruptcy, insolvency, reorganization, moratorium,
or similar laws relating to or limiting creditors' rights generally; and (ii)
the Acquisition Documents to which each Borrower is a party, and all other


                                       19


documents contemplated hereby and thereby, when executed and delivered by such
Borrower will be the legally valid and binding obligations of such Borrower,
enforceable against such Borrower in accordance with their respective terms,
except as enforcement may be limited by equitable principles or by bankruptcy,
insolvency, reorganization, moratorium, or similar laws relating to or limiting
creditors' rights generally and except to the extent that the lack of such
enforceability could not reasonably be expected to result in a Material Adverse
Change.

          (e) The Agent's Liens in the Collateral are validly created,
perfected, and first priority Liens to the extent provided for in the other Loan
Documents, subject only to Permitted Liens.

          (f) The execution, delivery, and performance by each Guarantor of the
Loan Documents to which it is a party have been duly authorized by all necessary
action on the part of such Guarantor.

          (g) The execution, delivery, and performance by each Guarantor of the
Loan Documents to which it is a party do not (i) violate any material provision
of federal, state, or local law or regulation applicable to such Guarantor, the
Governing Documents of such Guarantor, or any material order, judgment, or
decree of any court or other Governmental Authority binding on such Guarantor,
(ii) conflict with, result in a breach of, or constitute (with due notice or
lapse of time or both) a default under any material contractual obligation of
such Guarantor, (iii) result in or require the creation or imposition of any
Lien of any nature whatsoever upon any properties or assets of such Guarantor,
other than Permitted Liens, or (iv) require any approval or consent of any
Person under any material contractual obligation of such Guarantor, other than
consents or approvals that have been obtained and that are still in force and
effect.

          (h) Other than the filing of financing statements and the recordation
of the Mortgages, the execution, delivery, and performance by each Guarantor of
the Loan Documents to which such Guarantor is a party do not require any
registration with, consent, or approval of, or notice to, or other action with
or by, any Governmental Authority, other than consents or approvals that have
been obtained and that are still in force and effect.

          (i) The Loan Documents to which each Guarantor is a party, and all
other documents contemplated hereby and thereby, when executed and delivered by
such Guarantor will be the legally valid and binding obligations of such
Guarantor, enforceable against such Guarantor in accordance with their
respective terms, except as enforcement may be limited by equitable principles
or by bankruptcy, insolvency, reorganization, moratorium, or similar laws
relating to or limiting creditors' rights generally.

     4.10 LITIGATION. Other than those matters disclosed on Schedule 4.10, there
are no actions, suits, or proceedings pending or, to the knowledge of each
Borrower, threatened against any Borrower or any of its Restricted Subsidiaries
that (a) if adversely determined, could result in a Material Adverse Change or
(b) relate to this Agreement or any other Loan Documents or any transaction
contemplated hereby or thereby.

     4.11 NO MATERIAL ADVERSE CHANGE. All financial statements relating to
Borrowers and their respective Restricted Subsidiaries that have been delivered
by Borrowers to the Lender Group have been prepared in accordance with GAAP
(except, in the case of unaudited financial statements, for the lack of
footnotes and being subject to year-end audit adjustments) and present fairly in
all material respects, Borrowers' and their respective Restricted Subsidiaries'
financial condition as of the date thereof and results of operations for the
period then ended. There has not been a Material Adverse Change with respect to
Borrowers and their respective Restricted Subsidiaries since December 31, 2006.

     4.12 FRAUDULENT TRANSFER.

          (a) Borrowers, together with their Restricted Subsidiaries, taken as a
whole, are Solvent.


                                       20



          (b) No transfer of property is being made by any Borrower or any of
its Restricted Subsidiaries and no obligation is being incurred by any Borrower
or any of its Restricted Subsidiaries in connection with the transactions
contemplated by this Agreement or the other Loan Documents with the intent to
hinder, delay, or defraud either present or future creditors of Borrowers or any
of their respective Restricted Subsidiaries.

     4.13 EMPLOYEE COMPLIANCE.

          (a) Set forth on Schedule 4.13(a) is a complete and accurate list of
all Plans that meet the definition of an "employee pension benefit plan" under
Section 3(2) of ERISA and that are currently maintained or contributed to by any
Borrower, any of their respective Restricted Subsidiaries or any of their
respective ERISA Affiliates as of the Closing Date.

          (b) each Borrower, their respective Restricted Subsidiaries, and their
respective ERISA Affiliates are in compliance in all material respects with all
applicable provisions and requirements of ERISA and the regulations and
published interpretations thereunder with respect to each Plan, and have
performed all their obligations in all material respects under each Plan.

          (c) No ERISA Event has occurred or is reasonably expected to occur.

          (d) All liabilities under each Plan are (i) funded to at least the
minimum level required by law or, if higher, to the level required by the terms
governing the Plans, (ii) insured with a reputable insurance company, (iii)
provided for or recognized in the financial statements most recently delivered
to Agent pursuant to Section 5.3 hereof to the extent required by GAAP or (iv)
estimated in the formal notes to the financial statements most recently
delivered to Agent pursuant to Section 5.3 hereof to the extent required by
GAAP.

          (e) To the best knowledge of each Borrower, there are no circumstances
which may give rise to a material liability in relation to any Plan which is not
funded, insured, provided for, recognized or estimated in the manner described
in subsection (d) above.

     4.14 ENVIRONMENTAL CONDITION. Except as set forth on Schedule 4.14 or
disclosed in the Phase I Environmental Site Assessment prepared by URS, and
except for matters that would not reasonably be expected to result in the
Borrowers or any of their respective Restricted Subsidiaries incurring material
liability, (a) to Borrowers' knowledge, none of Borrowers' or their respective
Restricted Subsidiaries' properties or assets has ever been used by Borrowers,
any of their respective Restricted Subsidiaries, or by previous owners or
operators in the disposal of, or to produce, store, handle, treat, release, or
transport, any Hazardous Materials, where such use, production, storage,
handling, treatment, release or transport was in violation, in any material
respect, of any applicable Environmental Law, (b) to Borrowers' knowledge, none
of Borrowers' nor any of their respective Restricted Subsidiaries' properties is
or has ever been designated or identified pursuant to any environmental
protection statute as a site requiring investigation or remediation due to the
disposal or release of Hazardous Materials, (c) none of Borrowers nor any of
their respective Restricted Subsidiaries have received notice that a Lien
arising under any Environmental Law has attached to any revenues of any Borrower
or any of its Restricted Subsidiaries or to any Real Property owned or operated
by Borrowers or any of their respective Restricted Subsidiaries, and (d) none of
Borrowers nor any of their respective Restricted Subsidiaries have received a
summons, citation, notice, or directive from the United States Environmental
Protection Agency or any other federal or state governmental agency
("Environmental Claim") concerning any action or omission by any Borrower or any
of its Restricted Subsidiaries resulting in the releasing or disposing of
Hazardous Materials into the environment other than Environmental Claims that
would not reasonably be expected to result in a Material Adverse Change, and
there are no material Environmental Claims currently pending against Borrowers
or any of their respective Restricted Subsidiaries.


                                       21



     4.15 INTELLECTUAL PROPERTY. Except for the matters which could not
reasonably be expected to result in a Material Adverse Change, each Borrower and
each of their respective Restricted Subsidiaries owns, or holds licenses in, all
trademarks, trade names, copyrights, patents, patent rights, and licenses that
are necessary to the conduct of its business as currently conducted.

     4.16 LEASES. Except for the matters which could not reasonably be expected
to result in a Material Adverse Change, Borrowers and their respective
Restricted Subsidiaries enjoy peaceful and undisturbed possession under all
leases material to their business and to which they are parties or under which
they are operating and all of such material leases are valid and subsisting and
no material default by Borrowers or their respective Restricted Subsidiaries
exists under any of them except for payments which are the subject of a
Permitted Protest.

     4.17 DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS. As of the Closing Date, set
forth on Schedule 4.17 is a listing of all of Borrowers' and their respective
Restricted Subsidiaries' Deposit Accounts and Securities Accounts, including,
with respect to each bank or securities intermediary (a) the name and address of
such Person, and (b) the account numbers of the Deposit Accounts or Securities
Accounts maintained with such Person.

     4.18 COMPLETE DISCLOSURE. All factual information furnished by or on behalf
of Borrowers or their respective Restricted Subsidiaries with respect to
Borrowers or such Restricted Subsidiaries in writing to Agent or any Lender for
purposes of or in connection with this Agreement and the other Loan Documents
is, when taken as a whole with all other furnished information, true and
accurate in all material respects on the date as of which such information is
dated or certified and not incomplete by omitting to state any fact necessary to
make such information (when taken as a whole with all other furnished
information) not misleading in any material respect at such time in light of the
circumstances under which such information was provided. On the Closing Date,
the Projections received by Agent pursuant to clause (t) of Schedule 3.1
represent, and as of the date on which any other Projections are delivered to
Agent, such additional Projections represent Borrowers' good faith estimate of
their and their respective Restricted Subsidiaries' future performance for the
periods covered thereby (it being understood that the Projections are subject to
significant uncertainties and contingencies, many of which are beyond control
and that no assurance is or can be given that the Projections will be realized
and that actual results may vary from such Projections and such variances may be
material).

     4.19 INDEBTEDNESS. Set forth on Schedule 4.19 is a true and complete list
of all Indebtedness of each Borrower and each of their respective Restricted
Subsidiaries outstanding immediately prior to the Closing Date that is to remain
outstanding after the Closing Date and such Schedule accurately reflects the
aggregate principal amount of such Indebtedness and describes the principal
terms thereof.

     4.20 MATERIAL CONTRACTS. Except for matters which, either individually or
in the aggregate, could not reasonably be expected to result in a Material
Adverse Change, each Material Contract (a) is in full force and effect and is
binding upon and enforceable against each Person that is a party thereto in
accordance with its terms, (b) has not been otherwise amended or modified
(except as not otherwise prohibited hereby), and (c) is not in default due to
the action of any Borrower or any of its Restricted Subsidiaries.

5.   AFFIRMATIVE COVENANTS.

          Each Borrower covenants and agrees that, until termination of all of
the Commitments and payment in full of the Obligations, Borrowers shall and
shall cause each of their respective Restricted Subsidiaries to do all of the
following:

     5.1 ACCOUNTING SYSTEM. Maintain a system of accounting that enables
Borrowers to produce financial statements in accordance with GAAP and maintain
records pertaining to the Collateral that contain


                                       22



information as from time to time reasonably may be requested by Agent. Borrowers
also shall keep a reporting system that shows all additions, sales, claims,
returns, and allowances with respect to their and their respective Restricted
Subsidiaries' sales.

     5.2 COLLATERAL REPORTING. Provide Agent with each of the reports set forth
on Schedule 5.2 at the times specified therein. In addition, each Borrower
agrees to cooperate fully with Agent to facilitate and implement, where
appropriate, a system of electronic collateral reporting in order to provide
electronic reporting of each of the items set forth above.

     5.3 FINANCIAL STATEMENTS, REPORTS, CERTIFICATES. Deliver to Agent each of
the financial statements, reports, or other items set forth on Schedule 5.3 at
the time specified herein. In addition, Parent agrees that no Restricted
Subsidiary of Parent will have a fiscal year different from that of Parent.

     5.4 INTENTIONALLY OMITTED.

     5.5 INSPECTION. Subject to any specific limitations set forth in any other
Loan Document, permit Agent and each of its duly authorized representatives or
agents to visit any of its properties and inspect any of its assets or books and
records, to examine and make copies of its books and records, and to discuss its
affairs, finances, and accounts with, and to be advised as to the same by, its
officers and employees at such reasonable times and intervals as Agent may
designate and, so long as no Default or Event of Default exists, with reasonable
prior notice to Administrative Borrower.

     5.6 MAINTENANCE OF PROPERTIES. Maintain and preserve all of their
properties which are necessary or useful in the proper conduct to their business
in good working order and condition, ordinary wear, tear, and casualty excepted
(and except where the failure to do so could not be expected to result in a
Material Adverse Change), and comply at all times with the provisions of all
material leases to which it is a party as lessee (except where the failure to do
so could not reasonably be expected to result in a Material Adverse Change), so
as to prevent any loss or forfeiture thereof or thereunder.

     5.7 TAXES. Cause all material assessments and taxes, whether real,
personal, or otherwise, due or payable by, or imposed, levied, or assessed
against Borrowers, their respective Restricted Subsidiaries, or any of their
respective assets to be paid in full, before delinquency or before the
expiration of any extension period, except to the extent that the validity of
such assessment or tax shall be the subject of a Permitted Protest. Borrowers
will and will cause their respective Restricted Subsidiaries to make timely
payment or deposit of all tax payments and withholding taxes required of them by
applicable laws, including those laws concerning F.I.C.A., F.U.T.A., state
disability, and local, state, and federal income taxes, and will, upon request,
furnish Agent with proof reasonably satisfactory to Agent indicating that the
applicable Borrower or applicable Restricted Subsidiary has made such payments
or deposits (except to the extent the subject of a Permitted Protest).

     5.8 INSURANCE.

          (a) At Borrowers' expense, maintain insurance respecting their and
their respective Restricted Subsidiaries' assets wherever located, covering loss
or damage by fire, theft, explosion, and all other hazards and risks as
ordinarily are insured against by other Persons engaged in the same or similar
businesses and in the same geographic area. Borrowers also shall maintain
business interruption, public liability, and product liability insurance, as
well as insurance against larceny, embezzlement, and criminal misappropriation.
All such policies of insurance shall be in such amounts and with such insurance
companies as are reasonably satisfactory to Agent. Borrowers shall deliver
copies of all such policies (other than directors and officers policies) to
Agent with an endorsement naming Agent as the sole loss payee (under a
reasonably satisfactory lender's loss payable endorsement) or additional
insured, as appropriate. Each policy of insurance or


                                       23



endorsement shall contain a clause requiring the insurer to give not less than
30 days prior written notice to Agent in the event of cancellation of the policy
for any reason whatsoever.

          (b) Administrative Borrower shall give Agent prompt notice of any loss
exceeding $500,000 covered by such insurance. So long as no Event of Default has
occurred and is continuing, Borrowers shall have the exclusive right to adjust
any losses payable under any such insurance policies which are less than
$500,000. Following the occurrence and during the continuation of an Event of
Default, or in the case of any losses payable under such insurance exceeding
$500,000, Agent shall have the exclusive right to adjust any losses payable
under any such insurance policies, without any liability to Borrowers whatsoever
in respect of such adjustments. Any monies received as payment for any loss
under any insurance policy mentioned above (other than liability insurance
policies) or as payment of any award or compensation for condemnation or taking
by eminent domain, shall be paid over to Agent to be applied in accordance with
Section 2.4(d).

          (c) Borrowers will not, and will not suffer or permit their respective
Restricted Subsidiaries to, take out separate insurance concurrent in form or
contributing in the event of loss with that required to be maintained under this
Section 5.8, unless Agent is included thereon as an additional insured or loss
payee under a lender's loss payable endorsement. Administrative Borrower
promptly shall notify Agent whenever such separate insurance is taken out,
specifying the insurer thereunder and full particulars as to the policies
evidencing the same, and copies of such policies promptly shall be provided to
Agent.

     5.9 LOCATION OF INVENTORY AND EQUIPMENT. Keep Borrowers' and their
respective Restricted Subsidiaries' Inventory and Equipment (other than (i)
vehicles, (ii) Equipment out for repair, (iii) Equipment and Inventory in
transit between locations identified on Schedule 4.5(b), (iv) items stored with
a bailee, warehouseman, or similar party to the extent disclosed on Schedule
4.5(a), (v) dies, tools, patterns, molds and similar items maintained with
customers in the ordinary course of business, (vi) Inventory that has been
consigned in an aggregate amount not to exceed $500,000 at any time, and (vii)
items of de minimus value) only at the locations identified on Schedule 4.5(b)
and their chief executive offices only at the locations identified on Schedule
4.7(b); provided, however, that Administrative Borrower may amend Schedule
4.5(b) or Schedule 4.7(b) so long as (A) with respect to Schedule 4.5(b), such
amendment occurs by written notice to Agent in accordance with the last sentence
of Section 4.5, and with respect to Schedule 4.7(b), such amendment occurs by
written notice to Agent not less than 30 days prior to the date on which such
chief executive office is relocated, (B) such new location is within the
continental United States, and (C) at the time of such written notification, the
applicable Borrower or Restricted Subsidiary (x) with respect to any location at
which books and records (other than prior years' historical records) are
maintained or Inventory and/or Equipment having an aggregate value of $2,000,000
or greater is maintained, obtains a Collateral Access Agreement with respect
thereto and (y) with respect to any other location, uses its commercially
reasonable efforts to provide Agent a Collateral Access Agreement with respect
thereto.

     5.10 COMPLIANCE WITH LAWS. Comply with the requirements of all applicable
laws, rules, regulations, and orders of any Governmental Authority, other than
laws, rules, regulations, and orders the non-compliance with which, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Change.

     5.11 LEASES. Except for matters which could not reasonably be expected to
result in a Material Adverse Change, pay when due all rents and other amounts
payable under any material leases to which any Borrower or any of its Restricted
Subsidiaries is a party or by which any Borrower's or any of their respective
Restricted Subsidiaries' properties and assets are bound, unless such payments
are the subject of a Permitted Protest.

     5.12 EXISTENCE. Except as permitted by Section 6.3 and Section 6.4, at all
times preserve and keep in full force and effect each Borrower's and each of
their respective Restricted Subsidiaries' valid existence and, except to the
extent failure to do so could not reasonably be expected to result in a Material
Adverse


                                       24



Change, good standing and any rights, franchises, permits, licenses,
authorizations, approvals, entitlements and accreditations material to their
businesses.

     5.13 ENVIRONMENTAL.

          (a) Keep any property either owned or operated by any Borrower or any
of its Restricted Subsidiaries free of any Environmental Liens or post bonds or
other financial assurances sufficient to satisfy the obligations or liability
evidenced by such Environmental Liens, (b) comply, in all material respects,
with Environmental Laws and provide to Agent reasonable documentation of such
compliance which Agent reasonably requests, provided that, so long as no Default
or Event of Default shall have occurred and be continuing, Agent shall not make
such a request more than once per any consecutive 12-month period, (c) promptly
notify Agent of any release of a Hazardous Material in any reportable quantity
from or onto property owned or operated by any Borrower or any of its Restricted
Subsidiaries and take any Remedial Actions required to abate said release or
otherwise to come into material compliance with applicable Environmental Law,
and (d) promptly, but in any event within 10 Business Days of its receipt
thereof, provide Agent with written notice of any of the following: (i) notice
that an Environmental Lien has been filed against any of the real or personal
property of any Borrower or any of its Restricted Subsidiaries, (ii)
commencement of any Environmental Action or notice that an Environmental Action
will be filed against any Borrower or any of its Restricted Subsidiaries which
Environmental Action could reasonably be expected to result in any Borrower or
any of its Restricted Subsidiaries incurring material liability under
Environmental Laws, and (iii) notice of a violation, citation, or other
administrative order which reasonably could be expected to result in a Material
Adverse Change.

     5.14 INTENTIONALLY OMITTED.

     5.15 CONTROL AGREEMENTS. Subject to Section 3.6(b), take all reasonable
steps in order for Agent to obtain control in accordance with Sections 8-106,
9-104, 9-105, 9-106, and 9-107 of the Code with respect to (subject to the
proviso contained in Section 6.12) all of its Securities Accounts, Deposit
Accounts, electronic chattel paper, investment property, and letter of credit
rights.

     5.16 FORMATION OF SUBSIDIARIES. At the time that any Borrower or any
Guarantor forms any direct or indirect Subsidiary or acquires any direct or
indirect Subsidiary after the Closing Date and such Subsidiary is a Restricted
Subsidiary, such Borrower or such Guarantor shall (a) cause such new Restricted
Subsidiary to provide to Agent a joinder to this Agreement or the Guaranty, as
applicable, and the Security Agreement, together with such other security
documents (including Mortgages with respect to any Real Property of such new
Restricted Subsidiary, subject to Section 5.17), as well as appropriate
financing statements (and with respect to all property subject to a Mortgage,
fixture filings), all in form and substance reasonably satisfactory to Agent
(including being sufficient to grant Agent a first priority Lien (subject to
Permitted Liens) in and to the assets of such newly formed or acquired
Restricted Subsidiary), (b) provide to Agent a pledge agreement and appropriate
certificates and powers or financing statements, hypothecating all of the direct
or beneficial ownership interest in such new Restricted Subsidiary, in form and
substance reasonably satisfactory to Agent, and (c) provide to Agent all other
documentation, including one or more opinions of counsel reasonably satisfactory
to Agent, which in its opinion is appropriate with respect to the execution and
delivery of the applicable documentation referred to above (including policies
of title insurance or other documentation with respect to all property subject
to a Mortgage). Notwithstanding the foregoing, if a Subsidiary that is so formed
or acquired is a Controlled Foreign Corporation, then clause (a) of the
immediately preceding sentence shall not be applicable and, with respect to
clause (b) of the immediately preceding sentence, such pledge shall be limited
to 65% of the voting power of all classes of capital Stock of such Subsidiary
entitled to vote. Any document, agreement, or instrument executed or issued
pursuant to this Section 5.16 shall be a Loan Document. Notwithstanding the
foregoing, Agent and Lenders shall not be obligated to consent to any such
formation or acquisition of a Subsidiary unless such formation or acquisition is
otherwise expressly permitted hereunder.


                                       25



     5.17 REAL PROPERTY. Upon the acquisition of any fee interest in Real
Property with a purchase price or Fair Market Value in excess of $500,000 (other
than Real Property located in the State of New York or in any other state having
substantially similar real estate mortgage taxes), promptly notify Agent of the
acquisition of such Real Property and within 60 days (or such longer time as
Agent, in its reasonable discretion, may agree) thereafter: (a) grant Agent a
first priority Mortgage on such Real Property; (b) deliver mortgagee title
insurance policies (or marked commitments to issue the same) for such Real
Property issued by a title insurance company reasonably satisfactory to Agent in
an amount reasonably satisfactory to Agent assuring Agent that the Mortgage on
such Real Property Collateral is a valid and enforceable first priority mortgage
Lien on such Real Property Collateral free and clear of all defects and
encumbrances except Permitted Liens, and such mortgagee title insurance policies
(or marked commitments to issue the same) otherwise shall be in form and
substance reasonably satisfactory to Agent; (c) Borrowers and their Subsidiaries
shall pay to said title insurance company all expenses and premiums of said
title insurance company in connection with the issuance of such mortgagee title
insurance policies (or marked commitments to issue the same) and in addition
shall, to the extent required, pay all recording costs, stamp taxes, mortgage
taxes, intangibles taxes and other fees and costs (including reasonable
attorneys fees and expenses) incurred in connection therewith; and (d) execute
and/or deliver to Agent such other documentation and opinions of counsel, in
form and substance reasonably satisfactory to Agent, in connection with the
grant of such Mortgage as Agent shall request in its Permitted Discretion,
including, without limitation, surveys (or existing surveys and survey
affidavits that are (x) sufficient to have the "matters that would be shown on a
survey" exception deleted from the mortgagee policy of title insurance and (y)
reasonably satisfactory to Agent), financing statements and fixture filings.

     5.18 ERISA COMPLIANCE

          (a) Each Borrower shall do, and shall cause each of their respective
Restricted Subsidiaries and ERISA Affiliates to do, each of the following: (i)
maintain each Plan in compliance in all material respects with the applicable
provisions of ERISA, the IRC and each other applicable federal or state law;
(ii) cause each Qualified Plan to maintain its qualified status under Section
401(a) of the IRC; (iii) make all required contributions to each Plan; (iv)
ensure that all liabilities under each Plan are (A) funded to at least the
minimum level required by law or, if higher, to the level required by the terms
governing such Plan; (B) insured with a reputable insurance company; or (C)
provided for or recognized in the financial statements most recently delivered
to Agent under Section 5.3 (to the extent required by GAAP); and (v) ensure that
the contributions or premium payments to or in respect of each Plan are and
continue to be promptly paid at no less than the rates required under the rules
of such Plan and in accordance with the most recent actuarial advice received in
relation to such Plan and applicable law.

          (b) Deliver to Agent such certifications or other evidence of
compliance with the provisions of Section 4.13 as Agent may from time to time
reasonably request.

          (c) Promptly notify Agent of each of the following ERISA events
affecting any Borrower, any of their respective Restricted Subsidiaries or any
ERISA Affiliates (but in no event more than ten (10) days after such event),
together with a copy of each notice with respect to such event that may be
required to be filed with a Governmental Authority and each notice delivered by
a Governmental Authority to any Borrower, any of their respective Restricted
Subsidiaries or any ERISA Affiliates with respect to such event:

               (i) an ERISA Event;

               (ii) the adoption of any new Pension Plan by any Borrower, any of
their respective Restricted Subsidiaries or any ERISA Affiliates; or


                                       26



               (iii) except as required under the terms of any collective
bargaining agreement, the adoption of any amendment to a Pension Plan, if such
amendment will result in a material increase in benefits or unfunded benefit
liabilities (as defined in Section 4001(a)(18) of ERISA).

          (d) Promptly deliver to Agent, upon request, copies of (i) each
Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed
by any Borrower, any of their respective Restricted Subsidiaries or any ERISA
Affiliates with the Internal Revenue Service with respect to each Pension Plan;
(ii) all notices received by any Borrower, any of their respective Restricted
Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer
Plan sponsor concerning an ERISA Event; and (iii) such other documents or
governmental reports or filings relating to any Plan as Agent shall reasonably
request.

     5.19 PAYMENT OF SENIOR SUBORDINATED NOTES Upon issuance of the Additional
Notes, Borrowers shall use a portion of the proceeds thereof to prepay all of
the outstanding senior subordinated notes issued pursuant to that certain
Securities Purchase Agreement dated as of October 20, 2005, among Parent and the
other parties thereto.

6.   NEGATIVE COVENANTS.

          Borrowers covenant and agree that, until termination of all of the
Commitments and payment in full of the Obligations, Borrowers will not and will
not permit any of their respective Restricted Subsidiaries to do any of the
following:

     6.1 INDEBTEDNESS. Create, incur, assume, suffer to exist, guarantee, or
otherwise become or remain, directly or indirectly, liable with respect to any
Indebtedness, except:

          (a) Indebtedness evidenced by this Agreement and the other Loan
Documents, together with Indebtedness owed to Underlying Issuers with respect to
Underlying Letters of Credit,

          (b) Indebtedness set forth on Schedule 4.19,

          (c) Permitted Purchase Money Indebtedness,

          (d) refinancings, renewals, or extensions of Indebtedness permitted
under clauses (b) and (c) of this Section 6.1 (and continuance or renewal of any
Permitted Liens associated therewith) so long as: (i) such refinancings,
renewals, or extensions do not result in an increase in the principal amount of
the Indebtedness so refinanced, renewed, or extended, (ii) such refinancings,
renewals, or extensions do not result in a shortening of the average weighted
maturity of the Indebtedness so refinanced, renewed, or extended, nor are they
on terms or conditions, that, taken as a whole, are materially more burdensome
or restrictive to the applicable Borrower, (iii) if the Indebtedness that is
refinanced, renewed, or extended was subordinated in right of payment to the
Obligations, then the terms and conditions of the refinancing, renewal, or
extension Indebtedness must include subordination terms and conditions that are
at least as favorable to the Lender Group, taken as a whole, as those that were
applicable to the refinanced, renewed, or extended Indebtedness, and (iv) the
Indebtedness that is refinanced, renewed, or extended is not recourse to any
Person that is liable on account of the Obligations other than those Persons
which were obligated with respect to the Indebtedness that was refinanced,
renewed, or extended or as otherwise permitted pursuant to Section 6.1,

          (e) endorsement of instruments or other payment items for deposit,

          (f) Indebtedness consisting of Permitted Investments,

          (g) Guarantees by a Loan Party of the obligations under the Altra
Senior Credit Agreement, the Indenture Documents and the Unsecured Note
Documents,


                                       27



          (h) Hedge Agreements entered into in the ordinary course of business
and not for speculative purposes;

          (i) Indebtedness of a Loan Party to another Loan Party and any
Refinancing Indebtedness in respect thereof (whether in whole or in part) so
long as such Indebtedness is subject to the Intercompany Subordination
Agreement;

          (j) Guarantees by a Loan Party of Indebtedness incurred by another
Loan Party so long as the incurrence of such Indebtedness is otherwise permitted
by the terms hereof;

          (k) intentionally omitted;

          (l) Indebtedness (other than for borrowed money) solely to the extent
subject to Permitted Liens;

          (m) intentionally omitted;

          (n) Indebtedness consisting of promissory notes issued by any Borrower
or any Restricted Subsidiary to current or former directors, officers, employees
and consultants, their respective estates, spouses or former spouses to finance
the purchase or redemption of Stock permitted hereby;

          (o) Indebtedness consisting of obligations of any Borrower or any
Restricted Subsidiary under deferred compensation, adjustment of purchase price,
earn outs, indemnification or other similar arrangements incurred by such Person
in connection with the Acquisition Transactions and Permitted Dispositions;

          (p) cash management obligations and other Indebtedness in respect of
netting services, overdraft protections and similar arrangements, in each case
in connection with cash management and Deposit Accounts and incurred in the
ordinary course of business; and

          (q) additional Indebtedness of Borrowers and their Restricted
Subsidiaries in an aggregate principal amount not to exceed $5,000,000 at any
time outstanding solely to the extent that such Indebtedness consists of either
(i) Purchase Money Indebtedness or (ii) Indebtedness that is subordinated to the
Obligations on terms reasonably satisfactory to Agent.

     6.2 LIENS. Create, incur, assume, or suffer to exist, directly or
indirectly, any Lien on or with respect to any of its assets, of any kind,
whether now owned or hereafter acquired, or any income or profits therefrom,
except for Permitted Liens (including Liens that are replacements of Permitted
Liens to the extent that the original Indebtedness is refinanced, renewed, or
extended under Section 6.1 and so long as the replacement Liens only encumber
those assets that secured the refinanced, renewed, or extended Indebtedness and
proceeds thereof or additions or accessions thereto).

     6.3 RESTRICTIONS ON FUNDAMENTAL CHANGES. Enter into any merger,
consolidation, reorganization, or recapitalization, or liquidate, wind up, or
dissolve itself (or suffer any liquidation or dissolution), except that:

          (a) any Borrower or any Restricted Subsidiary may merge with (i) any
Borrower (including a merger, the purpose of which is to reorganize such
Borrower into a new jurisdiction), or (ii) any one or more other Restricted
Subsidiaries; provided that a Borrower shall be the continuing or surviving
Person or the continuing or surviving Person shall expressly assume the
obligations of such Borrower in a manner reasonably acceptable to Agent;


                                       28



          (b) any Borrower or Restricted Subsidiary may liquidate or dissolve or
change its legal form so long as its assets are transferred to (i) in the case
of a Borrower, to another Borrower and (ii) in the case of a Restricted
Subsidiary, to a Loan Party or any other Restricted Subsidiary;

          (c) so long as no Default or Event of Default has occurred and is
continuing or would result therefrom, any Borrower or Restricted Subsidiary may
merge with any other Person in order to effect an Investment permitted pursuant
to Section 6.12; provided that the continuing or surviving Person shall be a
Restricted Subsidiary, which together with each of its Restricted Subsidiaries,
shall have complied with the requirements of Section 5.16;

          (d) the Borrowers and the Restricted Subsidiaries may consummate the
Acquisition Transactions; and

          (e) so long as no Event of Default exists or would result therefrom, a
merger, consolidation, reorganization, recapitalization, liquidation, windup or
dissolution, the sole purpose of which is to effect a Disposition permitted
pursuant to Section 6.4.

     6.4 DISPOSAL OF ASSETS. Other than Permitted Dispositions, convey, sell,
lease, license, assign, transfer, or otherwise dispose of (collectively, a
"Disposition") any of the assets of any Borrower or any of its Restricted
Subsidiaries.

     6.5 CHANGE NAME. Change any Borrower's or any of their respective
Restricted Subsidiaries' name, organizational identification number,
jurisdiction of organization, or organizational identity; provided, however,
that any Borrower or any of its Restricted Subsidiaries may change its name upon
at least 10 days prior written notice by Parent or Administrative Borrower to
Agent of such change so long as, (a) at the time of such written notification,
such Borrower or such Restricted Subsidiary provides any financing statements
necessary to perfect and continue perfected the Agent's Liens and (b)
immediately after such name change, Administrative Borrower provides Agent with
evidence of such name change (including copies of any related public filings).

     6.6 NATURE OF BUSINESS. Engage in any material line of business
substantially different from those lines of business conducted by Borrowers and
the Restricted Subsidiaries on the Closing Date other than any businesses
reasonably related or ancillary thereto.

     6.7 PREPAYMENTS AND AMENDMENTS. Except in connection with a refinancing
permitted by Section 6.1,

          (a) optionally prepay, redeem, defease, purchase, or otherwise acquire
any Indebtedness of any Borrower or any Restricted Subsidiary of a Borrower,
except (i) Purchase Money Indebtedness and (ii) the Obligations in accordance
with this Agreement;

          (b) make any payment on account of Indebtedness that has been
contractually subordinated in right of payment if such payment is not permitted
at such time under the subordination terms and conditions, or

          (c) directly or indirectly, amend, modify, alter, increase, or change
any of the terms or conditions of any agreement, instrument, document,
indenture, or other writing evidencing or concerning the Senior Notes or the
Altra Senior Credit Agreement in a manner materially adverse to the interests of
the Lender Group other than to consummate a Refinancing Indebtedness in respect
thereof.

     6.8  INTENTIONALLY OMITTED.

     6.9  INTENTIONALLY OMITTED.


                                       29



     6.10 INTENTIONALLY OMITTED.

     6.11 FISCAL YEAR. Modify or change its fiscal year.

     6.12 INVESTMENTS. Except for Permitted Investments, directly or indirectly,
make or acquire any Investment, or incur any liabilities (including contingent
obligations) for or in connection with any Investment; provided, however, that
Borrowers and their respective Restricted Subsidiaries shall not have Permitted
Investments (other than in the Cash Management Accounts) in Deposit Accounts or
Securities Accounts in an aggregate amount in excess of $50,000 (exclusive of
Trust Funds) at any one time unless the applicable Borrower or the applicable
Restricted Subsidiary, and the applicable securities intermediary or bank have
entered into Control Agreements governing such Permitted Investments in order to
perfect (and further establish) the Agent's Liens in such Permitted Investments.
Subject to the foregoing proviso, Borrowers shall not and shall not permit their
respective Restricted Subsidiaries to establish or maintain any Deposit Account
or Securities Account unless Agent shall have received a Control Agreement in
respect of such Deposit Account or Securities Account.

     6.13 TRANSACTIONS WITH AFFILIATES. Directly or indirectly enter into or
permit to exist any transaction with any Affiliate of any Borrower except for
transactions that (a) are in the ordinary course of Borrowers' business, (b) are
upon fair and reasonable terms and (c) are no less favorable to Borrowers or
their respective Restricted Subsidiaries, as applicable, than would be obtained
in an arm's length transaction with a non-Affiliate; provided, however, that if
any such transaction involves aggregate payments or other property with a Fair
Market Value in excess of $2,500,000, it shall be approved by a majority of the
members of the Board of Directors of Parent (including a majority of the
disinterested members thereof), such approval to be evidenced by board
resolutions stating that the Parent's Board of Directors has determined that
such transactions comply with the foregoing provisions, and if any such
transaction involves an aggregate Fair Market Value of more than $5,000,000,
Parent will, prior to the consummation thereof, obtain a favorable opinion as to
the fairness of the financial terms of such transactions or series of related
transactions to the applicable Loan Party, from an Independent Financial Advisor
and file the same with Agent; provided, further, however, that such restrictions
shall not apply to:

          (a) transactions exclusively between or among Parent and its
Subsidiaries permitted hereby;

          (b) reasonable fees and compensation paid to, and indemnity provided
for directors, officers, employees and consultants to Parent and its
Subsidiaries;

          (c) intentionally omitted;

          (d) transactions otherwise expressly permitted by this Agreement;

          (e) any Investment permitted pursuant to Section 6.12;

          (f) any sale of the Stock of any Loan Party in exchange for equity
contributions from Parent;

          (g) any merger or other transaction with an Affiliate solely for the
purpose of reincorporating a Loan Party in another jurisdiction or creating a
holding company, to the extent otherwise permitted by this Agreement;

          (h) any employment, stock option, stock repurchase, employee benefit
compensation, business expense reimbursement, severance, termination or other
employment-related agreements, arrangements or plans entered into in good faith
by a Loan Party in the ordinary course of business;


                                       30



          (i) sales or purchases of inventory, other products or services to or
from any Affiliate of the Borrowers entered into in the ordinary course of
business on terms no less favorable to the Borrowers and its Subsidiaries than
those that could be obtained at the time of such sale or purchase in
arm's-length dealings with a Person who is not an Affiliate; and

          (j) any agreement in effect as of the Closing Date or any transaction
contemplated thereby and any amendment thereto so long as any such amendment or
replacement agreement is not more disadvantageous to Borrowers or the Restricted
Subsidiaries in any material respect than the original agreement as in effect on
the Closing Date.

     6.14 USE OF PROCEEDS. Use the proceeds of the Term Loans for any purpose
other than (a) on the Closing Date, to refinance the M&T Facility, and to pay
transactional fees, costs, and expenses incurred in connection with this
Agreement, the other Loan Documents, and the transactions contemplated hereby
and thereby, and (b) thereafter, consistent with the terms and conditions
hereof, to finance ongoing working capital, capital expenditure, and general
corporate needs of Borrowers, and for its lawful and permitted purposes.

     6.15 INTENTIONALLY OMITTED.

     6.16 FINANCIAL COVENANTS.

          (a) FIXED CHARGE COVERAGE RATIO. Fail to maintain or achieve a Fixed
Charge Coverage Ratio, measured on a fiscal quarter-end basis, of at least the
required amount set forth in the following table for the "Applicable Period" set
forth opposite thereto:



Applicable Ratio             Applicable Period
- ----------------   -------------------------------------
                
    1.00:1.00             For the 4 quarter period
                           ending March 31, 2007

    1.00:1.00             For the 4 quarter period
                   ending each fiscal quarter thereafter


          (b) CAPITAL EXPENDITURES. Make Capital Expenditures in any fiscal year
in excess of the amount set forth in the following table for the applicable
period:



Applicable Amount                   Applicable Period
- -----------------   ------------------------------------------------
                 
    $9,750,000                      fiscal year 2007
    $5,625,000                      fiscal year 2008
    $6,000,000                      fiscal year 2009
    $6,375,000      fiscal year 2010 and each fiscal year thereafter


provided, however, that up to 75% of the difference between the amount of
Capital Expenditure that may be made in any fiscal year and the amount of
Capital Expenditures actually made in such fiscal year, may be made in the
immediately succeeding fiscal year.


                                       31



     6.17 ACQUISITION DOCUMENTS. Amend, modify or waive in any way materially
adverse to the Lender Group, any term or provision of the Acquisition Documents.

     6.18 INTENTIONALLY OMITTED.

     6.19 GOVERNING DOCUMENTS. Amend, modify or waive in any way materially
adverse to the Lender Group, any term or provision of any Governing Document of
any Borrower or Guarantor.

     6.20 REAL PROPERTY COLLATERAL. Without in any manner limiting Section 6.2,
execute and deliver a mortgage with respect to any Real Property located in the
State of New York or any other Real Property for which Borrowers and their
Restricted Subsidiaries are not required to grant a Mortgage pursuant to Section
5.17, except (a) in favor of Agent or (b) if the Agent has been, or will
simultaneously be, granted a first priority mortgage with respect thereto, in
favor of (i) Wells Fargo Foothill, Inc., in its capacity as agent under the
Altra Senior Credit Agreement, as a second priority mortgage to the extent
permitted by the Intercreditor Agreement and (ii) the Trustee as a third
priority mortgage to the extent permitted by the Intercreditor Agreement.

7.   EVENTS OF DEFAULT.

          Any one or more of the following events shall constitute an event of
default (each, an "Event of Default") under this Agreement:

     7.1 If Borrowers fail to pay when due and payable, or when declared due and
payable, (a) all or any portion of the Obligations consisting of interest, fees,
or charges due the Lender Group, reimbursement of Lender Group Expenses, or
other amounts (other than any portion thereof constituting principal)
constituting Obligations (including any portion thereof that accrues after the
commencement of an Insolvency Proceeding, regardless of whether allowed or
allowable in whole or in part as a claim in any such Insolvency Proceeding), and
such failure continues for a period of 3 Business Days, or (b) all or any
portion of the principal of the Obligations);

     7.2 If any Borrower or any of its Restricted Subsidiaries

          (a) fails to perform or observe any covenant or other agreement
contained in any of Sections 5.5, 5.8, 5.12 (as to existence), and 6.1 through
6.20 of this Agreement or Section 6 of the Security Agreement;

          (b) fails to perform or observe any covenant or other agreement
contained in any of Sections 2.7, 5.2, and 5.3 of this Agreement and such
failure continues for a period of 3 Business Days after written notice thereof
is given to Administrative Borrower by Agent;

          (c) fails to perform or observe any covenant or other agreement
contained in any of Sections 5.6, 5.7, 5.9, 5.15, 5.16, and 5.17 of this
Agreement and such failure continues for a period of 10 Business Days after
written notice thereof is given to Administrative Borrower by Agent; or

          (d) fails to perform or observe any covenant or other agreement
contained in this Agreement, or in any of the other Loan Documents; in each
case, other than any such covenant or agreement that is the subject of another
provision of this Section 7 (in which event such other provision of this Section
7 shall govern), and such failure continues for a period of 20 Business Days
after written notice thereof is given to Administrative Borrower by Agent;

     7.3 If any of any Borrower's or any of its Restricted Subsidiaries' assets
with an individual fair market value of $750,000 or more or assets with an
aggregate fair market value of $2,000,000 or more is


                                       32



attached, seized, subjected to a writ or distress warrant, or is levied upon, or
comes into the possession of any third Person and the same is not discharged
before the earlier of 30 days after the date it first arises or 5 days prior to
the date on which such property or asset is subject to forfeiture by such
Borrower or the applicable Restricted Subsidiary;

     7.4 If an Insolvency Proceeding is commenced by any Borrower or any of its
Restricted Subsidiaries;

     7.5 If an Insolvency Proceeding is commenced against any Borrower or any of
its Restricted Subsidiaries, and any of the following events occur: (a) the
applicable Borrower or Restricted Subsidiary consents to the institution of such
Insolvency Proceeding against it, (b) the petition commencing the Insolvency
Proceeding is not timely controverted, (c) the petition commencing the
Insolvency Proceeding is not dismissed within 60 calendar days of the date of
the filing thereof, (d) an interim trustee is appointed to take possession of
all or any substantial portion of the properties or assets of, or to operate all
or any substantial portion of the business of, any Borrower or any such
Restricted Subsidiary, or (e) an order for relief shall have been issued or
entered therein;

     7.6 If any Borrower or any of its Restricted Subsidiaries is enjoined,
restrained, or in any way prevented by court order from continuing to conduct
all or any material part of its business affairs;

     7.7 If one or more judgments, orders, or awards involving an individual
amount of $750,000 or more or an aggregate amount of $2,000,000, or more (except
to the extent fully covered by insurance pursuant to which the insurer has
accepted liability therefor in writing) shall be entered or filed against any
Borrower or any of its Restricted Subsidiaries or with respect to any of their
respective assets, and the same is not released, discharged, bonded against, or
stayed pending appeal before 30 days after the date it first arises;

     7.8 If there is a default in one or more agreements to which any Borrower
or any of its Restricted Subsidiaries is a party with one or more third Persons
relative to Indebtedness of any Borrower or any of its Restricted Subsidiaries
involving an aggregate amount of $2,000,000 or more, and (a) such default (i)
occurs at the final maturity of the obligations thereunder, or (ii) results in a
right by such third Person(s), irrespective of whether exercised, to accelerate
the maturity of the applicable Borrower's or Restricted Subsidiary's obligations
thereunder, or (b) or any such Indebtedness obligations shall be required to be
prepaid or redeemed (other than by a regularly scheduled required prepayment or
redemption), prior to the stated maturity thereof;

     7.9 If any warranty, representation, statement, or Record made herein or in
any other Loan Document or delivered to Agent or any Lender in connection with
this Agreement or any other Loan Document proves to be untrue in any material
respect as of the date of issuance or making or deemed making thereof;

     7.10 If the obligation of any Guarantor under the Guaranty is limited or
terminated by operation of law or by such Guarantor or any such Guarantor
becomes the subject of an Insolvency Proceeding;

     7.11 If the Security Agreement or any other Loan Document that purports to
create a Lien, shall, for any reason, fail or cease to create a valid and
perfected and, except to the extent permitted by the terms hereof or thereof,
first priority Lien on or security interest in the Collateral covered hereby or
thereby, except as permitted under this Agreement;

     7.12 Any provision of any Loan Document shall at any time for any reason be
declared to be null and void, or the validity or enforceability thereof shall be
contested by any Borrower or any of its Restricted Subsidiaries, or a proceeding
shall be commenced by any Borrower or any of its Restricted Subsidiaries, or by
any Governmental Authority having jurisdiction over any Borrower or any of its
Restricted Subsidiaries,


                                       33



seeking to establish the invalidity or unenforceability thereof, or any Borrower
or any of its Restricted Subsidiaries shall deny that it has any liability or
obligation purported to be created under any Loan Document;

     7.13 If any Change of Control shall have occurred;

     7.14 If (a) there shall occur and be continuing any "Event of Default" (or
any comparable term) under, and as defined in any Indenture Document or under
the Altra Senior Credit Agreement, (b) any of the Obligations for any reason
shall cease to be "TB Wood's Credit Agreement Secured Obligations" (or any
comparable terms) under, and as defined in the Intercreditor Agreement, (c) any
Indebtedness other than the Obligations shall constitute "TB Wood's Credit
Agreement Senior Obligations" (or any comparable term) under, and as defined in,
any Intercreditor Agreement or any other document evidencing or governing any
Indebtedness that has been contractually subordinated in right of payment to the
Obligations, except as expressly permitted by this Agreement, (d) any holder of
any Senior Note shall fail to perform or comply with any of the subordination
provisions of the documents evidencing or governing such Indebtedness, or (e)
the subordination provisions of the Intercreditor Agreement shall, in whole or
in part, terminate, cease to be effective or cease to be legally valid, binding
and enforceable against any holder of such Indebtedness; or

     7.15 If there occurs one or more ERISA Events which results in or otherwise
is associated with liability of any Borrower, any of its Restricted
Subsidiaries, or any of their respective ERISA Affiliates in excess of
$2,000,000 in the aggregate during the term of this Agreement.

8.   THE LENDER GROUP'S RIGHTS AND REMEDIES.

     8.1 RIGHTS AND REMEDIES. Upon the occurrence, and during the continuation,
of an Event of Default, the Required Lenders (at their election but without
notice of their election and without demand) may authorize and instruct Agent to
do any one or more of the following on behalf of the Lender Group (and Agent,
acting upon the instructions of the Required Lenders, shall do the same on
behalf of the Lender Group), all of which are authorized by Borrowers:

          (a) Declare all or any portion of the Obligations, whether evidenced
by this Agreement, by any of the other Loan Documents, or otherwise, immediately
due and payable;

          (b) Cease or restrict advancing money or extending credit to or for
the benefit of Borrowers under this Agreement, under any of the Loan Documents,
or under any other agreement between Borrowers and the Lender Group;

          (c) Terminate this Agreement and any of the other Loan Documents as to
any future liability or obligation of the Lender Group, but without affecting
any of the Agent's Liens in the Collateral and without affecting the
Obligations; and

          (d) The Lender Group shall have all other rights and remedies
available at law or in equity or pursuant to any other Loan Document.

The foregoing to the contrary notwithstanding, upon the occurrence of any Event
of Default described in Section 7.4 or Section 7.5, in addition to the remedies
set forth above, without any notice to Borrowers or any other Person or any act
by the Lender Group, the Commitments shall automatically terminate and the
Obligations then outstanding, together with all accrued and unpaid interest
thereon and all fees and all other amounts due under this Agreement and the
other Loan Documents, shall automatically and immediately become due and
payable, without presentment, demand, protest, or notice of any kind, all of
which are expressly waived by Borrowers.

     8.2 REMEDIES CUMULATIVE. The rights and remedies of the Lender Group under
this Agreement, the other Loan Documents, and all other agreements shall be
cumulative. The Lender Group shall have all


                                       34



other rights and remedies not inconsistent herewith as provided under the Code,
by law, or in equity. No exercise by the Lender Group of one right or remedy
shall be deemed an election, and no waiver by the Lender Group of any Event of
Default shall be deemed a continuing waiver. No delay by the Lender Group shall
constitute a waiver, election, or acquiescence by it.

9.   TAXES AND EXPENSES.

          If any Borrower or any of its Restricted Subsidiaries fails to pay any
monies (whether taxes, assessments, insurance premiums, or, in the case of
leased properties or assets, rents or other amounts payable under such leases)
due to third Persons, or fails to make any deposits or furnish any required
proof of payment or deposit, all as required under the terms of this Agreement,
then, Agent, in its sole discretion and without prior notice to such Person, may
do any or all of the following: (a) except for payments which are the subject of
a Permitted Protest, make payment of the same or any part thereof, or (b) in the
case of the failure to comply with Section 5.8 hereof, obtain and maintain
insurance policies of the type described in Section 5.8 and take any action with
respect to such policies as Agent deems prudent in its Permitted Discretion. Any
such amounts paid by Agent shall constitute Lender Group Expenses and any such
payments shall not constitute an agreement by the Lender Group to make similar
payments in the future or a waiver by the Lender Group of any Event of Default
under this Agreement. Except in connection with payments made by Agent pursuant
to clause (a) above, Agent need not inquire as to, or contest the validity of,
any such expense, tax, or Lien and the receipt of the usual official notice for
the payment thereof shall be conclusive evidence that the same was validly due
and owing.

10.  WAIVERS; INDEMNIFICATION.

     10.1 DEMAND; PROTEST; ETC. Each Borrower waives demand, protest, notice of
protest, notice of default or dishonor, notice of payment and nonpayment,
nonpayment at maturity, release, compromise, settlement, extension, or renewal
of documents, instruments, chattel paper, and guarantees at any time held by the
Lender Group on which any Borrower may in any way be liable.

     10.2 THE LENDER GROUP'S LIABILITY FOR COLLATERAL. Each Borrower hereby
agrees that: (a) so long as Agent complies with its obligations, if any, under
the Code, the Lender Group shall not in any way or manner be liable or
responsible for: (i) the safekeeping of the Collateral, (ii) any loss or damage
thereto occurring or arising in any manner or fashion from any cause, (iii) any
diminution in the value thereof, or (iv) any act or default of any carrier,
warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of
loss, damage, or destruction of the Collateral shall be borne by Borrowers.

     10.3 INDEMNIFICATION. Each Borrower shall pay, indemnify, defend, and hold
the Agent-Related Persons, the Lender-Related Persons, and each Participant
(each, an "Indemnified Person") harmless (to the fullest extent permitted by
law) from and against any and all claims, demands, suits, actions,
investigations, proceedings, liabilities, fines, costs, penalties and damages,
and all reasonable fees and disbursements of attorneys, experts and consultants
and other costs and expenses actually incurred in connection therewith or in
connection with the enforcement of this indemnification (as and when they are
incurred and irrespective of whether suit is brought), at any time asserted
against, imposed upon, or incurred by any of them (a) in connection with or as a
result of or related to the execution, delivery, enforcement, performance, or
administration (including any restructuring or workout with respect hereto) of
this Agreement, any of the other Loan Documents, or the transactions
contemplated hereby or thereby or the monitoring of Borrowers' and their
respective Restricted Subsidiaries' compliance with the terms of the Loan
Documents, (b) with respect to any investigation, litigation, or proceeding
related to this Agreement, any other Loan Document, or the use of the proceeds
of the credit provided hereunder (irrespective of whether any Indemnified Person
is a party thereto), or any act, omission, event, or circumstance in any manner
related thereto, and (c) in connection with or arising out of any presence or
release of Hazardous Materials at, on, under, to or from any assets or
properties owned, leased or operated by any Borrower or any of its Subsidiaries
or any Environmental Actions, Environmental Liabilities and Costs or Remedial
Actions related in any way to any such assets or properties of


                                       35



any Borrower or any of its Subsidiaries (all the foregoing, collectively, the
"Indemnified Liabilities") provided, however, that any claim with respect to
taxes should be governed solely by Section 15.11. The foregoing to the contrary
notwithstanding, Borrowers shall have no obligation to any Indemnified Person
under this Section 10.3 with respect to any Indemnified Liability that a court
of competent jurisdiction finally determines to have resulted from the gross
negligence or willful misconduct of such Indemnified Person. This provision
shall survive the termination of this Agreement and the repayment of the
Obligations. If any Indemnified Person makes any payment to any other
Indemnified Person with respect to an Indemnified Liability as to which
Borrowers were required to indemnify the Indemnified Person receiving such
payment, the Indemnified Person making such payment is entitled to be
indemnified and reimbursed by Borrowers with respect thereto. WITHOUT
LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH
RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR
ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY
OTHER PERSON.

11.  NOTICES.

          Unless otherwise provided in this Agreement, all notices or demands by
Borrowers or Agent to the other relating to this Agreement or any other Loan
Document shall be in writing and (except for financial statements and other
informational documents which may be sent by first-class mail, postage prepaid)
shall be personally delivered or sent by registered or certified mail (postage
prepaid, return receipt requested), overnight courier, electronic mail (at such
email addresses as Parent, Administrative Borrower or Agent, as applicable, may
designate to each other in accordance herewith), or telefacsimile to Borrowers
in care of Administrative Borrower or to Agent, as the case may be, at its
address set forth below:

          If to Parent or Administrative   TB WOOD'S CORPORATION.
          Borrower:
                                           440 North Fifth Street
                                           Chambersburg, PA 17201
                                           Attn: Joseph C. Horvath
                                           Fax No.: 717-264-6420


          with copies to:                  GENSTAR CAPITAL, L.P.

                                           Four Embarcadero Center
                                           Suite 1900
                                           San Francisco, CA 94111
                                           Attn: Darren J. Gold
                                           Fax No.: (415) 834-2383

                                           and


                                           WEIL, GOTSHAL & MANGES LLP
                                           200 Crescent Court, Suite 300
                                           Dallas, Texas 75201
                                           Attn: Angela L. Fontana, Esq.
                                           Fax No.: (214) 746-7777


                                       36



          If to Agent:                     WELLS FARGO FOOTHILL, INC.
                                           One Boston Place
                                           Boston, Massachusetts 02108
                                           Attn: Business Finance Manager
                                           Fax No.: (617) 523-5839


          with copies to:                  MOSES & SINGER LLP
                                           The Chrysler Building
                                           405 Lexington Avenue
                                           New York, New York 10174-1299
                                           Attn: Howard L. Siegel, Esq.
                                           Fax No.: (212) 554-7700

          Agent and Borrowers may change the address at which they are to
receive notices hereunder, by notice in writing in the foregoing manner given to
the other party. All notices or demands sent in accordance with this Section 11,
other than notices by Agent in connection with enforcement rights against the
Collateral under the provisions of the Code, shall be deemed received on the
earlier of the date of actual receipt or 3 Business Days after the deposit
thereof in the mail or, where permitted by law, transmitted by telefacsimile or
any other method set forth above.

12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

          (a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
(UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT
OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT
HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH
RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR
THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.

          (b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND
LITIGATED ONLY IN THE STATE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW,
FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, PROVIDED,
HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER
PROPERTY MAY BE BROUGHT, AT AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION
WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE,
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT
THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY
PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12(B).

          (c) EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH BORROWER AND EACH
MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH


                                       37



LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED
AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

13.  ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.

     13.1 ASSIGNMENTS AND PARTICIPATIONS.

          (a) Any Lender may assign and delegate to one or more assignees (each
an "Assignee") that are Eligible Transferees all, or any ratable part of all, of
the Obligations, the Commitments and the other rights and obligations of such
Lender hereunder and under the other Loan Documents, in a minimum amount of
$5,000,000; provided, however, that Borrowers and Agent may continue to deal
solely and directly with such Lender in connection with the interest so assigned
to an Assignee until (i) written notice of such assignment, together with
payment instructions, addresses, and related information with respect to the
Assignee, have been given to Administrative Borrower and Agent by such Lender
and the Assignee, (ii) such Lender and its Assignee have delivered to
Administrative Borrower and Agent an Assignment and Acceptance, and (iii) the
assigning Lender or Assignee has paid to Agent for Agent's separate account a
processing fee in the amount of $3,500. Anything contained herein to the
contrary notwithstanding, the payment of any fees shall not be required and the
Assignee need not be an Eligible Transferee if such assignment is in connection
with any merger, consolidation, sale, transfer, or other disposition of all or
any substantial portion of the business or loan portfolio of the assigning
Lender.

          (b) From and after the date that Agent notifies the assigning Lender
(with a copy to Administrative Borrower) that it has received an executed
Assignment and Acceptance and payment of the above-referenced processing fee and
the satisfaction of the other conditions in Section 13.1(a), (i) the Assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, shall have the rights and obligations of a Lender under the Loan
Documents, and (ii) the assigning Lender shall, to the extent that rights and
obligations hereunder and under the other Loan Documents have been assigned by
it pursuant to such Assignment and Acceptance, relinquish its rights (except
with respect to Section 10.3 hereof) and be released from any future obligations
under this Agreement (and in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and obligations
under this Agreement and the other Loan Documents, such Lender shall cease to be
a party hereto and thereto), and such assignment shall effect a novation between
Borrowers and the Assignee; provided, however, that nothing contained herein
shall release any assigning Lender from obligations that survive the termination
of this Agreement, including such assigning Lender's obligations under Article
16 and Section 16.7 of this Agreement.

          (c) By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the Assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other Loan Document furnished
pursuant hereto, (ii) such assigning Lender makes no representation or warranty
and assumes no responsibility with respect to the financial condition of
Borrowers or the performance or observance by Borrowers of any of their
obligations under this Agreement or any other Loan Document furnished pursuant
hereto, (iii) such Assignee confirms that it has received a copy of this
Agreement, together with such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance, (iv) such Assignee will, independently and without
reliance upon Agent, such assigning Lender or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement, (v) such Assignee appoints and authorizes Agent to take such
actions and to exercise such powers under this Agreement as are delegated to
Agent, by the terms hereof, together with such powers as are


                                       38


reasonably incidental thereto, and (vi) such Assignee agrees that it will
perform all of the obligations which by the terms of this Agreement are required
to be performed by it as a Lender.

          (d) Immediately upon Agent's receipt of the required processing fee
payment and the fully executed Assignment and Acceptance and the satisfaction of
the other conditions in Section 13.1(a), this Agreement shall be deemed to be
amended to the extent, but only to the extent, necessary to reflect the addition
of the Assignee and the resulting adjustment of the Commitments arising
therefrom. The Commitment allocated to each Assignee shall reduce such
Commitments of the assigning Lender pro tanto.

          (e) Any Lender may at any time sell to one or more commercial banks,
financial institutions, or other Persons (a "Participant") participating
interests in all or any portion of its Obligations, the Commitment, and the
other rights and interests of that Lender (the "Originating Lender") hereunder
and under the other Loan Documents; provided, however, that (i) the Originating
Lender shall remain a "Lender" for all purposes of this Agreement and the other
Loan Documents and the Participant receiving the participating interest in the
Obligations, the Commitments, and the other rights and interests of the
Originating Lender hereunder shall not constitute a "Lender" hereunder or under
the other Loan Documents and the Originating Lender's obligations under this
Agreement shall remain unchanged, (ii) the Originating Lender shall remain
solely responsible for the performance of such obligations, (iii) Borrowers,
Agent, and the Lenders shall continue to deal solely and directly with the
Originating Lender in connection with the Originating Lender's rights and
obligations under this Agreement and the other Loan Documents, (iv) no
Originating Lender shall transfer or grant any participating interest under
which the Participant has the right to approve any amendment to, or any consent
or waiver with respect to, this Agreement or any other Loan Document, except to
the extent such amendment to, or consent or waiver with respect to this
Agreement or of any other Loan Document would (A) extend the final maturity date
of the Obligations hereunder in which such Participant is participating, (B)
reduce the interest rate applicable to the Obligations hereunder in which such
Participant is participating, (C) release all or substantially all of the
Collateral or guaranties (except to the extent expressly provided herein or in
any of the Loan Documents) supporting the Obligations hereunder in which such
Participant is participating, (D) postpone the payment of, or reduce the amount
of, the interest or fees payable to such Participant through such Lender, or (E)
change the amount or due dates of scheduled principal repayments or prepayments
or premiums, and (v) all amounts payable by Borrowers hereunder shall be
determined as if such Lender had not sold such participation, except that, if
amounts outstanding under this Agreement are due and unpaid, or shall have been
declared or shall have become due and payable upon the occurrence of an Event of
Default, each Participant shall be deemed to have the right of set off in
respect of its participating interest in amounts owing under this Agreement to
the same extent as if the amount of its participating interest were owing
directly to it as a Lender under this Agreement. The rights of any Participant
only shall be derivative through the Originating Lender with whom such
Participant participates and no Participant shall have any rights under this
Agreement or the other Loan Documents or any direct rights as to the other
Lenders, Agent, Borrowers, the Collections of Borrowers or their respective
Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No
Participant shall have the right to participate directly in the making of
decisions by the Lenders among themselves.

          (f) In connection with any such assignment or participation or
proposed assignment or participation, a Lender may, subject to the provisions of
Section 16.7, disclose all documents and information which it now or hereafter
may have relating to Borrowers and their respective Restricted Subsidiaries and
their respective businesses.

          (g) Any other provision in this Agreement notwithstanding, any Lender
may at any time create a security interest in, or pledge, all or any portion of
its rights under and interest in this Agreement in favor of any Federal Reserve
Bank in accordance with Regulation A of the Federal Reserve Bank or U.S.
Treasury Regulation 31 CFR Section 203.24, and such Federal Reserve Bank may
enforce such pledge or security interest in any manner permitted under
applicable law.


                                       39



          (h) Agent (on behalf of Borrowers) shall maintain, or cause to be
maintained, a register (the "Register") on which it enters the name of a Lender
as the registered owner of each Obligation held by such Lender. Other than in
connection with an assignment by a Lender of all or any portion of its
Commitment to an Affiliate of such Lender (i) a Registered Loan may be assigned
or sold in whole or in part only by registration of such assignment or sale on
the Register and (ii) any assignment or sale of all or part of such Registered
Loan may be effected only by registration of such assignment or sale on the
Register, together with the surrender of any note, if any, evidencing the same
duly endorsed by (or accompanied by a written instrument of assignment or sale
duly executed by) the holder of such note, if any, whereupon, at the request of
the designated assignee(s) or transferee(s), one or more new notes in the same
aggregate principal amount shall be issued to the designated assignee(s) or
transferee(s). Prior to the registration of assignment or sale of any Registered
Loan, Borrowers shall treat the Person in whose name such Loan is registered as
the owner thereof for the purpose of receiving all payments thereon and for all
other purposes, notwithstanding notice to the contrary. In the case of any
assignment by a Lender of all or any portion of its Commitment to an Affiliate
of such Lender, and which assignment is not recorded in the Register, the
assigning Lender, on behalf of Borrowers, shall maintain a register comparable
to the Register.

          13.2 SUCCESSORS. This Agreement shall bind and inure to the benefit of
the respective successors and assigns of each of the parties; provided, however,
that Borrowers may not assign this Agreement or any rights or duties hereunder
without the Lenders' prior written consent and any prohibited assignment shall
be absolutely void ab initio. No consent to assignment by the Lenders shall
release any Borrower from its Obligations. A Lender may assign this Agreement
and the other Loan Documents and its rights and duties hereunder and thereunder
pursuant to Section 13.1 hereof and, except as expressly required pursuant to
Section 13.1 hereof, no consent or approval by any Borrower is required in
connection with any such assignment.

14.  AMENDMENTS; WAIVERS.

     14.1 AMENDMENTS AND WAIVERS. No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent with respect to any
departure by Borrowers or any of their respective Restricted Subsidiaries
therefrom, shall be effective unless the same shall be in writing and signed by
the Required Lenders (or by Agent at the written request of the Required
Lenders) and Administrative Borrower (on behalf of all Loan Parties) and then
any such waiver or consent shall be effective, but only in the specific instance
and for the specific purpose for which given; provided, however, that no such
waiver, amendment, or consent shall, unless in writing and signed by all of the
Lenders affected thereby and Administrative Borrower (on behalf of all Loan
Parties), do any of the following:

          (a) increase or extend any Commitment of any Lender,

          (b) postpone or delay any date fixed by this Agreement or any other
Loan Document for any payment of principal, interest, fees, or other amounts due
hereunder or under any other Loan Document,

          (c) reduce the principal of, or the rate of interest on, any loan or
other extension of credit hereunder, or reduce any fees or other amounts payable
hereunder or under any other Loan Document,

          (d) change the Pro Rata Share that is required to take any action
hereunder,

          (e) amend or modify this Section or any provision of this Agreement
providing for consent or other action by all Lenders,

          (f) other than as permitted by Section 15.12, release Agent's Lien in
and to any of the Collateral,

          (g) change the definition of "Required Lenders" or "Pro Rata Share",


                                       40



          (h) contractually subordinate any of the Agent's Liens,

          (i) release any Borrower or any Guarantor from any obligation for the
payment of money, or

          (j) amend any of the provisions of Section 15.

and, provided further, however, that no amendment, waiver or consent shall,
unless in writing and signed by Agent or Issuing Lender, as applicable, affect
the rights or duties of Agent or Issuing Lender, as applicable, under this
Agreement or any other Loan Document. The foregoing notwithstanding, any
amendment, modification, waiver, consent, termination, or release of, or with
respect to, any provision of this Agreement or any other Loan Document that
relates only to the relationship of the Lender Group among themselves, and that
does not affect the rights or obligations of Borrowers, shall not require
consent by or the agreement of Borrowers.

          14.2 REPLACEMENT OF HOLDOUT LENDER.

          (a) If any action to be taken by the Lender Group or Agent hereunder
requires the unanimous consent, authorization, or agreement of all Lenders, and
a Lender ("Holdout Lender") fails to give its consent, authorization, or
agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to
the Holdout Lender, may permanently replace the Holdout Lender with one or more
substitute Lenders (each, a "Replacement Lender"), and the Holdout Lender shall
have no right to refuse to be replaced hereunder. Such notice to replace the
Holdout Lender shall specify an effective date for such replacement, which date
shall not be later than 15 Business Days after the date such notice is given.

          (b) Prior to the effective date of such replacement, the Holdout
Lender and each Replacement Lender shall execute and deliver an Assignment and
Acceptance, subject only to the Holdout Lender being repaid its share of the
outstanding Obligations (including an assumption of its Pro Rata Share of the
Risk Participation Liability) without any premium or penalty of any kind
whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver
any such Assignment and Acceptance prior to the effective date of such
replacement, the Holdout Lender shall be deemed to have executed and delivered
such Assignment and Acceptance. The replacement of any Holdout Lender shall be
made in accordance with the terms of Section 13.1. Until such time as the
Replacement Lenders shall have acquired all of the Obligations, the Commitments,
and the other rights and obligations of the Holdout Lender hereunder and under
the other Loan Documents, the Holdout Lender shall remain obligated to make the
Holdout Lender's Pro Rata Share of LC Obligations, in an amount equal to its Pro
Rata Share of the Risk Participation Liability of such Letter of Credit.

     14.3 NO WAIVERS; CUMULATIVE REMEDIES. No failure by Agent or any Lender to
exercise any right, remedy, or option under this Agreement or any other Loan
Document, or delay by Agent or any Lender in exercising the same, will operate
as a waiver thereof. No waiver by Agent or any Lender will be effective unless
it is in writing, and then only to the extent specifically stated. No waiver by
Agent or any Lender on any occasion shall affect or diminish Agent's and each
Lender's rights thereafter to require strict performance by Borrowers or any of
their respective Restricted Subsidiaries of any provision of this Agreement.
Agent's and each Lender's rights under this Agreement and the other Loan
Documents will be cumulative and not exclusive of any other right or remedy that
Agent or any Lender may have.

15.  AGENT; THE LENDER GROUP.

     15.1 APPOINTMENT AND AUTHORIZATION OF AGENT. Each Lender hereby designates
and appoints WFF as its representative under this Agreement and the other Loan
Documents and each Lender hereby irrevocably authorizes Agent to execute and
deliver each of the other Loan Documents on its behalf and to take such other
action on its behalf under the provisions of this Agreement and each other Loan
Document and to


                                       41



exercise such powers and perform such duties as are expressly delegated to Agent
by the terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto. Agent agrees to act as such on the
express conditions contained in this Section 15. The provisions of this Section
15 (other than the proviso to Section 15.11(a)) are solely for the benefit of
Agent, and the Lenders, and Borrowers and their respective Restricted
Subsidiaries shall have no rights as a third party beneficiary of any of the
provisions contained herein. Any provision to the contrary contained elsewhere
in this Agreement or in any other Loan Document notwithstanding, Agent shall not
have any duties or responsibilities, except those expressly set forth herein,
nor shall Agent have or be deemed to have any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against Agent; it being expressly understood and
agreed that the use of the word "Agent" is for convenience only, that WFF is
merely the representative of the Lenders, and only has the contractual duties
set forth herein. Except as expressly otherwise provided in this Agreement,
Agent shall have and may use its sole discretion with respect to exercising or
refraining from exercising any discretionary rights or taking or refraining from
taking any actions that Agent expressly is entitled to take or assert under or
pursuant to this Agreement and the other Loan Documents. Without limiting the
generality of the foregoing, or of any other provision of the Loan Documents
that provides rights or powers to Agent, Lenders agree that Agent shall have the
right to exercise the following powers as long as this Agreement remains in
effect: (a) maintain, in accordance with the Loan Documents and its customary
business practices, ledgers and records reflecting the status of the
Obligations, the Collateral, the Collections of Borrowers and their respective
Restricted Subsidiaries, and related matters, (b) execute or file any and all
financing or similar statements or notices, amendments, renewals, supplements,
documents, instruments, proofs of claim, notices and other written agreements
with respect to the Loan Documents, (c) make extensions of credit, for itself or
on behalf of Lenders as provided in the Loan Documents, (d) exclusively receive,
apply, and distribute the Collections of Borrowers and their respective
Restricted Subsidiaries as provided in the Loan Documents, (e) open and maintain
such bank accounts and cash management arrangements as Agent deems necessary and
appropriate in accordance with the Loan Documents for the foregoing purposes
with respect to the Collateral and the Collections of Borrowers and their
respective Restricted Subsidiaries, (f) perform, exercise, and enforce any and
all other rights and remedies of the Lender Group with respect to the Loan
Parties, the Obligations, the Collateral, the Collections of Borrowers and their
respective Restricted Subsidiaries, or otherwise related to any of same as
provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses
as Agent may deem necessary or appropriate for the performance and fulfillment
of its functions and powers pursuant to the Loan Documents.

     15.2 DELEGATION OF DUTIES. Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents, employees or
attorneys in fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. Agent shall not be responsible for the
negligence or misconduct of any agent or attorney in fact that it selects as
long as such selection was made without gross negligence or willful misconduct.

     15.3 LIABILITY OF AGENT. None of the Agent-Related Persons shall (a) be
liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct),
or (b) be responsible in any manner to any of the Lenders for any recital,
statement, representation or warranty made by any Borrower or any Subsidiary or
Affiliate of any Borrower, or any officer or director thereof, contained in this
Agreement or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by Agent
under or in connection with, this Agreement or any other Loan Document, or the
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document, or for any failure of any Borrower or any
other party to any Loan Document to perform its obligations hereunder or
thereunder. No Agent-Related Person shall be under any obligation to any Lender
to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the books and records or properties of Borrowers or the
books or records or properties of any of Borrowers' Subsidiaries or Affiliates.


                                       42



     15.4 RELIANCE BY AGENT. Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, telefacsimile or other electronic
method of transmission, telex or telephone message, statement or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent, or made by the proper Person or Persons, and upon advice and
statements of legal counsel (including counsel to Borrowers or counsel to any
Lender), independent accountants and other experts selected by Agent. Agent
shall be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document unless Agent shall first receive such
advice of legal counsel and until such advice is received, Agent shall act, or
refrain from acting, as it deems reasonably advisable. If Agent so requests, it
shall first be indemnified to its reasonable satisfaction by the Lenders against
any and all liability and expense that may be incurred by it by reason of taking
or continuing to take any such action. Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the requisite
Lenders and such request and any action taken or failure to act pursuant thereto
shall be binding upon all of the Lenders.

     15.5 NOTICE OF DEFAULT OR EVENT OF DEFAULT. Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest, fees, and
expenses required to be paid to Agent for the account of the Lenders and, except
with respect to Events of Default of which Agent has actual knowledge, unless
Agent shall have received written notice from a Lender or Administrative
Borrower referring to this Agreement, describing such Default or Event of
Default, and stating that such notice is a "notice of default." Agent promptly
will notify the Lenders of its receipt of any such notice or of any Event of
Default of which Agent has actual knowledge. If any Lender obtains actual
knowledge of any Event of Default, such Lender promptly shall notify the other
Lenders and Agent of such Event of Default. Each Lender shall be solely
responsible for giving any notices to its Participants, if any. Subject to
Section 15.4, Agent shall take such action with respect to such Default or Event
of Default as may be requested by the Required Lenders in accordance with
Section 8; provided, however, that unless and until Agent has received any such
request, Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such Default or Event of Default as it
shall deem advisable.

     15.6 CREDIT DECISION. Each Lender acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by Agent hereinafter taken, including any review of the affairs of Borrowers
and their respective Subsidiaries or Affiliates, shall be deemed to constitute
any representation or warranty by any Agent-Related Person to any Lender. Each
Lender represents to Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of Borrowers and any other Person party to a Loan Document, and
all applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to Borrowers. Each Lender also represents that it will, independently and
without reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of Borrowers and
any other Person party to a Loan Document. Except for notices, reports, and
other documents expressly herein required to be furnished to the Lenders by
Agent, Agent shall not have any duty or responsibility to provide any Lender
with any credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness of
Borrowers and any other Person party to a Loan Document that may come into the
possession of any of the Agent-Related Persons.

     15.7 COSTS AND EXPENSES; INDEMNIFICATION. Agent may incur and pay Lender
Group Expenses to the extent Agent reasonably deems necessary or appropriate for
the performance and fulfillment of its functions, powers, and obligations
pursuant to the Loan Documents, including court costs, attorneys fees and


                                       43



expenses, fees and expenses of financial accountants, advisors, consultants, and
appraisers, costs of collection by outside collection agencies, auctioneer fees
and expenses, and costs of security guards or insurance premiums paid to
maintain the Collateral, whether or not Borrowers are obligated to reimburse
Agent or Lenders for such expenses pursuant to this Agreement or otherwise.
Agent is authorized and directed to deduct and retain sufficient amounts from
the Collections of Borrowers and their respective Restricted Subsidiaries
received by Agent to reimburse Agent for such out-of-pocket costs and expenses
prior to the distribution of any amounts to Lenders. In the event Agent is not
reimbursed for such costs and expenses from the Collections of Borrowers and
their respective Restricted Subsidiaries received by Agent, each Lender hereby
agrees that it is and shall be obligated to pay to or reimburse Agent for the
amount of such Lender's Pro Rata Share thereof. Whether or not the transactions
contemplated hereby are consummated, the Lenders shall indemnify upon demand the
Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrowers
and without limiting the obligation of Borrowers to do so), according to their
Pro Rata Shares, from and against any and all Indemnified Liabilities; provided,
however, that no Lender shall be liable for the payment to any Agent-Related
Person of any portion of such Indemnified Liabilities resulting solely from such
Person's gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender shall reimburse Agent upon demand for such Lender's Pro
Rata Share of any costs or out of pocket expenses (including reasonable
attorneys, accountants, advisors, and consultants fees and expenses) incurred by
Agent in connection with the preparation, execution, delivery, administration,
modification, amendment, or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated by or referred to herein or therein, to the extent that Agent is
not reimbursed for such expenses by or on behalf of Borrowers. The undertaking
in this Section shall survive the payment of all Obligations hereunder and the
resignation or replacement of Agent.

     15.8 AGENT IN INDIVIDUAL CAPACITY. WFF and its Affiliates may make loans
to, issue letters of credit for the account of, accept deposits from, acquire
equity interests in, and generally engage in any kind of banking, trust,
financial advisory, underwriting, or other business with Borrowers and their
respective Subsidiaries and Affiliates and any other Person party to any Loan
Documents as though WFF were not Agent hereunder, and, in each case, without
notice to or consent of the other members of the Lender Group. The other members
of the Lender Group acknowledge that, pursuant to such activities, WFF or its
Affiliates may receive information regarding Borrowers or their respective
Affiliates and any other Person party to any Loan Documents that is subject to
confidentiality obligations in favor of Borrowers or such other Person and that
prohibit the disclosure of such information to the Lenders, and the Lenders
acknowledge that, in such circumstances (and in the absence of a waiver of such
confidentiality obligations, which waiver Agent will use its reasonable best
efforts to obtain), Agent shall not be under any obligation to provide such
information to them. The terms "Lender" and "Lenders" include WFF in its
individual capacity.

     15.9 SUCCESSOR AGENT. Agent may resign as Agent upon 45 days notice to the
Lenders. If Agent resigns under this Agreement, the Required Lenders shall
appoint a successor Agent for the Lenders. If no successor Agent is appointed
prior to the effective date of the resignation of Agent, Agent may appoint,
after consulting with the Lenders, a successor Agent. If Agent has materially
breached or failed to perform any material provision of this Agreement or of
applicable law, the Required Lenders may agree in writing to remove and replace
Agent with a successor Agent from among the Lenders. In any such event, upon the
acceptance of its appointment as successor Agent hereunder, such successor Agent
shall succeed to all the rights, powers, and duties of the retiring Agent and
the term "Agent" shall mean such successor Agent and the retiring Agent's
appointment, powers, and duties as Agent shall be terminated. After any retiring
Agent's resignation hereunder as Agent, the provisions of this Section 15 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement. If no successor Agent has accepted
appointment as Agent by the date which is 45 days following a retiring Agent's
notice of resignation, the retiring Agent's resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of
Agent hereunder until such time, if any, as the Lenders appoint a successor
Agent as provided for above.


                                       44



     15.10 LENDER IN INDIVIDUAL CAPACITY. Any Lender and its respective
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with
Borrowers and their respective Subsidiaries and Affiliates and any other Person
party to any Loan Documents as though such Lender were not a Lender hereunder
without notice to or consent of the other members of the Lender Group. The other
members of the Lender Group acknowledge that, pursuant to such activities, such
Lender and its respective Affiliates may receive information regarding Borrowers
or their Affiliates and any other Person party to any Loan Documents that is
subject to confidentiality obligations in favor of Borrowers or such other
Person and that prohibit the disclosure of such information to the Lenders, and
the Lenders acknowledge that, in such circumstances (and in the absence of a
waiver of such confidentiality obligations, which waiver such Lender will use
its reasonable best efforts to obtain), such Lender shall not be under any
obligation to provide such information to them.

     15.11 WITHHOLDING TAXES.

          (a) All payments made by any Borrower hereunder or under any note or
other Loan Document will be made without setoff, counterclaim, or other defense.
In addition, except as provided in this Section, all such payments will be made
free and clear of, and without deduction or withholding for, any present or
future Taxes, and in the event any deduction or withholding of Taxes is
required, each Borrower shall comply with the penultimate sentence of this
Section 15.11(a). "Taxes" shall mean, any taxes, levies, imposts, duties, fees,
assessments or other charges of whatever nature now or hereafter imposed by any
jurisdiction or by any political subdivision or taxing authority thereof or
therein with respect to such payments (but excluding (i) any tax imposed by any
jurisdiction or by any political subdivision or taxing authority thereof or
therein measured by or based on the net income, capital, receipts or profits of
any Lender, (ii) franchise or similar taxes, (iii) any non-United States taxes
imposed by the jurisdictions under the laws of which the Lender or Agent, as the
case may be, is organized, conducts business or has a present or former
connection (other than by reason of the transactions contemplated hereby or by
the other Loan Documents), or any political subdivision thereof, in effect on
the Closing Date (or, in the case of (A) an Assignee, the date of the Assignment
and Acceptance, (B) a successor Lender, the date such successor Lender becomes a
Lender hereunder and (C) a successor Agent, the date of the appointment of such
Agent) applicable to such Lender or Agent, as the case may be, but not excluding
any United States withholding tax payable with respect to interest arising under
any Loan Document as a result of any change in such laws occurring after the
Closing Date (or the date of such Assignment and Acceptance, the date such
successor Lender becomes a Lender or the date of the appointment of such Agent),
(iv) any taxes that are attributable to such Lender's or Agent's failure to
comply with the requirements of Section 15.11(b) and (v) all liabilities,
penalties and interest with respect to any of the forgoing excluded taxes) and
all interest, penalties or similar liabilities with respect thereto. If any
Taxes are so levied or imposed, each Borrower agrees to pay the full amount of
such Taxes and such additional amounts as may be necessary so that every payment
of all amounts due under this Agreement, any note, or Loan Document, including
any amount paid pursuant to this Section 15.11(a) after withholding or deduction
for or on account of any Taxes, will not be less than the amount provided for
herein; provided, however, that Borrowers shall not be required to increase any
such amounts if the increase in such amount payable results from Agent's or such
Lender's own willful misconduct or gross negligence (as finally determined by a
court of competent jurisdiction). Each Borrower will furnish to Agent as
promptly as is commercially reasonable after the date the payment of any Tax is
due pursuant to applicable law certified copies of any tax receipts provided by
the taxing authority evidencing such payment by any Borrower.

          (b) (i) Each Lender, Assignee, successor Lender, Agent or successor
Agent that is not a "United States person" within the meaning of Section
7701(a)(30) of the IRC (each, a "Foreign Lender") shall deliver to the
Administrative Borrower and Agent, on or prior to the date which is fifteen (15)
Business Days after the Closing Date (or upon accepting an assignment of an
interest herein), two duly signed, properly completed copies of either IRS Form
W-8BEN or any successor thereto (relating to such Foreign Lender and entitling
it to an exemption from, or reduction of, United States withholding tax on all
payments to be made to such Foreign Lender by a Borrower or any other Loan Party
pursuant to this Agreement or any other Loan


                                       45



Document) or IRS Form W-8ECI or any successor thereto (relating to all payments
to be made to such Foreign Lender by a Borrower or any other Loan Party pursuant
to this Agreement or any other Loan Document) or such other evidence reasonably
satisfactory to Administrative Borrower and Agent that such Foreign Lender is
entitled to an exemption from, or reduction of, United States withholding tax,
including any exemption pursuant to Section 881(c) of the IRC, and in the case
of a Foreign Lender claiming such an exemption under Section 881(c) of the IRC,
a certificate that establishes in writing to the Administrative Borrower and the
Administrative Agent that such Foreign Lender is not (i) a "bank" as defined in
Section 881(c)(3)(A) of the IRC, (ii) a 10-percent shareholder within the
meaning of Section 871(h)(3)(B) of the IRC, or (iii) a Controlled Foreign
Corporation related to a Borrower with the meaning of Section 864(d) of the IRC.
Thereafter and from time to time, each such Foreign Lender shall (A) within a
commercially reasonable period submit to the Administrative Borrower and Agent
such additional duly and properly completed and signed copies of one or more of
such forms or certificates (or such successor forms or certificates as shall be
adopted from time to time by the relevant United States taxing authorities) as
may then be available under then current United States laws and regulations to
avoid, or such evidence as is reasonably satisfactory to the Administrative
Borrower and Agent of any available exemption from, or reduction of, United
States withholding taxes in respect of all payments to be made to such Foreign
Lender by a Borrower or other Loan Party pursuant to this Agreement, or any
other Loan Document, in each case, (1) on or before the date that any such form,
certificate or other evidence expires or becomes obsolete, (2) after the
occurrence of any event requiring a change in the most recent form, certificate
or evidence previously delivered by it to the Administrative Borrower and Agent
and (3) from time to time thereafter if reasonably requested by the
Administrative Borrower or the Administrative Agent, and (B) within a
commercially reasonable period notify the Administrative Borrower and Agent of
any change in circumstances which would modify or render invalid any claimed
exemption or reduction.

               (ii) The Borrowers shall not be required to pay any additional
amount or any indemnity payment to (A) any Foreign Lender with respect to any
taxes required to be deducted or withheld solely on the basis of the
information, certificates or statements of exemption such Lender transmits
pursuant to this Section 15.11(b) or (B) any Lender if such Lender shall have
failed to satisfy the foregoing provisions of this Section 15.11(b).

          (c) If a Lender claims an exemption from withholding tax in a
jurisdiction other than the United States, Lender agrees with and in favor of
Agent and Borrowers, to deliver to Agent any such form or forms, as may be
required under the laws of such jurisdiction as a condition to exemption from,
or reduction of, foreign withholding or backup withholding tax before receiving
its first payment under this Agreement and at any other time reasonably
requested by Agent or Administrative Borrower.

Lender agrees promptly to notify Agent and Administrative Borrower of any change
in circumstances which would modify or render invalid any claimed exemption or
reduction.

          (d) If any Lender is entitled to a reduction in the applicable
withholding tax, Agent may withhold from any interest payment to such Lender an
amount equivalent to the applicable withholding tax after taking into account
such reduction. If the forms or other documentation required by subsection (b)
or (c) of this Section 15.11 are not delivered to Agent, then Agent may withhold
from any interest payment to such Lender not providing such forms or other
documentation an amount equivalent to the applicable withholding tax.

          (e) If the IRS or any other Governmental Authority of the United
States or other jurisdiction asserts a claim that Agent did not properly
withhold tax from amounts paid to or for the account of any Lender due to a
failure on the part of the Lender (because the appropriate form was not
delivered, was not properly executed, or because such Lender failed to notify
Agent of a change in circumstances which rendered the exemption from, or
reduction of, withholding tax ineffective, or for any other reason) such Lender
shall indemnify and hold Agent harmless for all amounts paid, directly or
indirectly, by Agent, as tax or otherwise, including penalties and interest, and
including any taxes imposed by any jurisdiction on the amounts payable to Agent
under this Section 15.11, together with all costs and expenses (including
attorneys fees and


                                       46



expenses). The obligation of the Lenders under this subsection shall survive the
payment of all Obligations and the resignation or replacement of Agent.

          (f) Each Lender agrees that, upon the occurrence of any event giving
rise to the operation of Section 15.11(a) with respect to such Lender, it will,
if requested by the Administrative Borrower, use reasonable efforts (subject to
overall policy considerations of such Lender) to designate another lending
office for any loans affected by such event with the object of avoiding the
consequences of such event; provided, that such designation is made on terms
that cause such Lender and its lending office(s) to suffer no economic, legal or
regulatory disadvantage, and provided, further, that nothing in this Section
shall affect or postpone any of the obligations of the Borrowers or the rights
of any Lender pursuant to Section 15.11(a). In determining whether designating
another lending office would cause such Lender or its lending office(s) to
suffer economic disadvantage, such Lender shall disregard any economic
disadvantage that the Administrative Borrower agrees, in form and substance
reasonably satisfactory to such Lender, to indemnify and hold such Lender
harmless therefrom. If, after such reasonable efforts by such Lender, such
Lender does not so designate a different one of its lending offices so as to
avoid the consequences of such event, then the Administrative Borrower may, at
its sole expense and effort, upon notice to such Lender and the Agent, require
such Lender to assign and delegate, without recourse, all its interests, rights
and obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment, and which assignee shall be reasonably acceptable to Agent). A
Lender shall not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling such Borrower to require such assignment and delegation
cease to apply.

     15.12 COLLATERAL MATTERS.

          (a) The Lenders hereby irrevocably authorize Agent, at its option and
in its sole discretion, to release any Lien on any Collateral (i) upon the
termination of the Commitments and payment and satisfaction in full by Borrowers
of all non-contingent Obligations, (ii) constituting property being sold or
disposed of if a release is required or desirable in connection therewith and if
Administrative Borrower certifies to Agent that the sale or disposition is
permitted under Section 6.4 of this Agreement or the other Loan Documents (and
Agent may rely conclusively on any such certificate, without further inquiry),
(iii) constituting property in which none of any Borrower or any of its
Restricted Subsidiaries owned any interest at the time the Agent's Lien was
granted nor at any time thereafter, or (iv) constituting property leased to a
Borrower or any of its Restricted Subsidiaries under a lease that has expired or
is terminated in a transaction permitted under this Agreement. Except as
provided above, Agent will not execute and deliver a release of any Lien on any
Collateral without the prior written authorization of (y) if the release is of
all or substantially all of the Collateral, all of the Lenders, or (z)
otherwise, the Required Lenders. Upon request by Agent or Administrative
Borrower at any time, the Lenders will confirm in writing Agent's authority to
release any such Liens on particular types or items of Collateral pursuant to
this Section 15.12; provided, however, that (1) Agent shall not be required to
execute any document necessary to evidence such release on terms that, in
Agent's opinion, would expose Agent to liability or create any obligation or
entail any consequence other than the release of such Lien without recourse,
representation, or warranty, and (2) such release shall not in any manner
discharge, affect, or impair the Obligations or any Liens (other than those
expressly being released) upon (or obligations of Borrowers in respect of) all
interests retained by Borrowers or any of their respective Restricted
Subsidiaries, including, the proceeds of any sale, all of which shall continue
to constitute part of the Collateral.

          (b) Agent shall have no obligation whatsoever to any of the Lenders to
assure that the Collateral exists or is owned by Borrowers or any of their
respective Restricted Subsidiaries or is cared for, protected, or insured or has
been encumbered, or that the Agent's Liens have been properly or sufficiently or
lawfully created, perfected, protected, or enforced or are entitled to any
particular priority, or to exercise at all or in any particular manner or under
any duty of care, disclosure or fidelity, or to continue exercising, any of the
rights, authorities and powers granted or available to Agent pursuant to any of
the Loan Documents, it


                                       47



being understood and agreed that in respect of the Collateral, or any act,
omission, or event related thereto, subject to the terms and conditions
contained herein, Agent may act in any manner it may deem appropriate, in its
sole discretion given Agent's own interest in the Collateral in its capacity as
one of the Lenders and that Agent shall have no other duty or liability
whatsoever to any Lender as to any of the foregoing, except as otherwise
provided herein.

     15.13 RESTRICTIONS ON ACTIONS BY LENDERS; SHARING OF PAYMENTS.

          (a) Each of the Lenders agrees that it shall not, without the express
written consent of Agent, set off against the Obligations, any amounts owing by
such Lender to Borrowers or any of their respective Restricted Subsidiaries or
any deposit accounts of Borrowers or any of their respective Restricted
Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders
further agrees that it shall not, unless specifically requested to do so in
writing by Agent, take or cause to be taken any action, including, the
commencement of any legal or equitable proceedings, to foreclose any Lien on, or
otherwise enforce any security interest in, any of the Collateral.

          (b) If, at any time or times any Lender shall receive (i) by payment,
foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments
with respect to the Obligations, except for any such proceeds or payments
received by such Lender from Agent pursuant to the terms of this Agreement, or
(ii) payments from Agent in excess of such Lender's ratable portion of all such
distributions by Agent, such Lender promptly shall (A) turn the same over to
Agent, in kind, and with such endorsements as may be required to negotiate the
same to Agent, or in immediately available funds, as applicable, for the account
of all of the Lenders and for application to the Obligations in accordance with
the applicable provisions of this Agreement, or (B) purchase, without recourse
or warranty, an undivided interest and participation in the Obligations owed to
the other Lenders so that such excess payment received shall be applied ratably
as among the Lenders in accordance with their Pro Rata Shares; provided,
however, that to the extent that such excess payment received by the purchasing
party is thereafter recovered from it, those purchases of participations shall
be rescinded in whole or in part, as applicable, and the applicable portion of
the purchase price paid therefor shall be returned to such purchasing party, but
without interest except to the extent that such purchasing party is required to
pay interest in connection with the recovery of the excess payment.

     15.14 AGENCY FOR PERFECTION. Agent hereby appoints each other Lender as its
agent (and each Lender hereby accepts such appointment) for the purpose of
perfecting the Agent's Liens in assets which, in accordance with Article 8 or
Article 9, as applicable, of the Code can be perfected only by possession or
control. Should any Lender obtain possession or control of any such Collateral,
such Lender shall notify Agent thereof, and, promptly upon Agent's request
therefor shall deliver possession or control of such Collateral to Agent or in
accordance with Agent's instructions.

     15.15 PAYMENTS BY AGENT TO THE LENDERS. All payments to be made by Agent to
the Lenders shall be made by bank wire transfer of immediately available funds
pursuant to such wire transfer instructions as each party may designate for
itself by written notice to Agent. Concurrently with each such payment, Agent
shall identify whether such payment (or any portion thereof) represents
principal, premium, fees, or interest of the Obligations.

     15.16 CONCERNING THE COLLATERAL AND RELATED LOAN DOCUMENTS. Each member of
the Lender Group authorizes and directs Agent to enter into this Agreement and
the other Loan Documents. Each member of the Lender Group agrees that any action
taken by Agent in accordance with the terms of this Agreement or the other Loan
Documents relating to the Collateral and the exercise by Agent of its powers set
forth therein or herein, together with such other powers that are reasonably
incidental thereto, shall be binding upon all of the Lenders.


                                       48



     15.17 FIELD AUDITS AND EXAMINATION REPORTS; CONFIDENTIALITY; DISCLAIMERS BY
LENDERS; OTHER REPORTS AND INFORMATION. By becoming a party to this Agreement,
each Lender:

          (a) is deemed to have requested that Agent furnish such Lender,
promptly after it becomes available, a copy of each field audit or examination
report (each a "Report" and collectively, "Reports") prepared by or at the
request of Agent, and Agent shall so furnish each Lender with such Reports,

          (b) expressly agrees and acknowledges that neither the Borrowers nor
the Agent (i) make any representation or warranty as to the accuracy of any
Report, and (ii) shall be liable for any information contained in any Report,

          (c) expressly agrees and acknowledges that the Reports are not
comprehensive audits or examinations, that Agent or other party performing any
audit or examination will inspect only specific information regarding Borrowers
and their respective Restricted Subsidiaries and will rely significantly upon
the books and records of Borrowers and their respective Restricted Subsidiaries,
as well as on representations of Borrowers' and their respective Restricted
Subsidiaries' personnel,

          (d) agrees to keep all Reports and other material, non-public
information regarding Borrowers and their respective Restricted Subsidiaries and
their operations, assets, and existing and contemplated business plans in a
confidential manner in accordance with Section 16.7, and

          (e) without limiting the generality of any other indemnification
provision contained in this Agreement, agrees: (i) to hold Agent and any such
other Lender preparing a Report harmless from any action the indemnifying Lender
may take or fail to take or any conclusion the indemnifying Lender may reach or
draw from any Report in connection with any loans or other credit accommodations
that the indemnifying Lender has made or may make to Borrowers, or the
indemnifying Lender's participation in, or the indemnifying Lender's purchase
of, a loan or loans of Borrowers; and (ii) to pay and protect, and indemnify,
defend and hold Agent, and any such other Lender preparing a Report harmless
from and against, the claims, actions, proceedings, damages, costs, expenses,
and other amounts (including, attorneys fees and costs) incurred by Agent and
any such other Lender preparing a Report as the direct or indirect result of any
third parties who might obtain all or part of any Report through the
indemnifying Lender.

In addition to the foregoing: (x) any Lender may from time to time request of
Agent in writing that Agent provide to such Lender a copy of any report or
document provided by Borrowers and their respective Restricted Subsidiaries to
Agent that has not been contemporaneously provided by Borrowers and their
respective Restricted Subsidiaries to such Lender, and, upon receipt of such
request, Agent promptly shall provide a copy of same to such Lender, (y) to the
extent that Agent is entitled, under any provision of the Loan Documents, to
request additional reports or information from Borrowers and their respective
Restricted Subsidiaries, any Lender may, from time to time, reasonably request
Agent to exercise such right as specified in such Lender's notice to Agent,
whereupon Agent promptly shall request of the applicable Person the additional
reports or information reasonably specified by such Lender, and, upon receipt
thereof from the applicable Person, Agent promptly shall provide a copy of same
to such Lender, and (z) any time that Agent renders to Administrative Borrower a
statement regarding the Loan Account, Agent shall send a copy of such statement
to each Lender.

     15.18 SEVERAL OBLIGATIONS; NO LIABILITY. Notwithstanding that certain of
the Loan Documents now or hereafter may have been or will be executed only by or
in favor of Agent in its capacity as such, and not by or in favor of the
Lenders, any and all obligations on the part of Agent (if any) to make any
credit available hereunder shall constitute the several (and not joint)
obligations of the respective Lenders on a ratable basis, according to their
Commitments, to make an amount of such credit not to exceed, in principal
amount, at any one time outstanding, the amount of their Commitments. Nothing
contained herein shall confer upon any Lender any interest in, or subject any
Lender to any liability for, or in respect of, the business, assets, profits,
losses, or liabilities of any other Lender. Each Lender shall be solely
responsible for notifying its


                                       49



Participants of any matters relating to the Loan Documents to the extent any
such notice may be required, and no Lender shall have any obligation, duty, or
liability to any Participant of any other Lender. Except as provided in Section
15.7, no member of the Lender Group shall have any liability for the acts of any
other member of the Lender Group. No Lender shall be responsible to any Borrower
or any other Person for any failure by any other Lender to fulfill its
obligations to make credit available hereunder, nor to advance for it or on its
behalf in connection with its Commitment, nor to take any other action on its
behalf hereunder or in connection with the financing contemplated herein.

16.  GENERAL PROVISIONS.

     16.1 EFFECTIVENESS. This Agreement shall be binding and deemed effective
when executed by each Borrower, Agent, and each Lender whose signature is
provided for on the signature pages hereof.

     16.2 SECTION HEADINGS. Headings and numbers have been set forth herein for
convenience only. Unless the contrary is compelled by the context, everything
contained in each Section applies equally to this entire Agreement.

     16.3 INTERPRETATION. Neither this Agreement nor any uncertainty or
ambiguity herein shall be construed against the Lender Group or Borrowers,
whether under any rule of construction or otherwise. On the contrary, this
Agreement has been reviewed by all parties and shall be construed and
interpreted according to the ordinary meaning of the words used so as to
accomplish fairly the purposes and intentions of all parties hereto.

     16.4 SEVERABILITY OF PROVISIONS. Each provision of this Agreement shall be
severable from every other provision of this Agreement for the purpose of
determining the legal enforceability of any specific provision.

     16.5 COUNTERPARTS; ELECTRONIC EXECUTION. This Agreement may be executed in
any number of counterparts and by different parties on separate counterparts,
each of which, when executed and delivered, shall be deemed to be an original,
and all of which, when taken together, shall constitute but one and the same
Agreement. Delivery of an executed counterpart of this Agreement by
telefacsimile or other electronic method of transmission shall be equally as
effective as delivery of an original executed counterpart of this Agreement. Any
party delivering an executed counterpart of this Agreement by telefacsimile or
other electronic method of transmission also shall deliver an original executed
counterpart of this Agreement but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Agreement. The foregoing shall apply to each other Loan Document mutatis
mutandis.

     16.6 REVIVAL AND REINSTATEMENT OF OBLIGATIONS. If the incurrence or payment
of the Obligations by any Borrower or any Guarantor or the transfer to the
Lender Group of any property should for any reason subsequently be declared to
be void or voidable under any state or federal law relating to creditors'
rights, including provisions of the Bankruptcy Code relating to fraudulent
conveyances, preferences, or other voidable or recoverable payments of money or
transfers of property (collectively, a "Voidable Transfer"), and if the Lender
Group is required to repay or restore, in whole or in part, any such Voidable
Transfer, or elects to do so upon the reasonable advice of its counsel, then, as
to any such Voidable Transfer, or the amount thereof that the Lender Group is
required or elects to repay or restore, and as to all reasonable costs,
expenses, and attorneys fees of the Lender Group related thereto, the liability
of Borrowers or such Guarantor automatically shall be revived, reinstated, and
restored and shall exist as though such Voidable Transfer had never been made.

     16.7 CONFIDENTIALITY. Agent and Lenders each individually (and not jointly
or jointly and severally) agree that material, non-public information regarding
Borrowers and their respective Subsidiaries, their operations, assets, and
existing and contemplated business plans shall be treated by Agent and the


                                       50



Lenders in a confidential manner, and shall not be disclosed by Agent and the
Lenders to Persons who are not parties to this Agreement, except: (a) to
attorneys for and other advisors, accountants, auditors, and consultants to any
member of the Lender Group for matters in connection with this Agreement, (b) to
Subsidiaries and Affiliates of any member of the Lender Group, provided that any
such Subsidiary or Affiliate shall have agreed to receive such information
hereunder subject to the terms of this Section 16.7, (c) as may be required by
statute, decision, or judicial or administrative order, rule, or regulation, (d)
as may be agreed to in advance by Parent or Administrative Borrower or its
Subsidiaries or as requested or required by any Governmental Authority pursuant
to any subpoena or other legal process, (e) as to any such information that is
or becomes generally available to the public (other than as a result of
prohibited disclosure by Agent or the Lenders or their respective Affiliates and
Subsidiaries), (f) in connection with any assignment, prospective assignment,
sale, prospective sale, participation or prospective participations, or pledge
or prospective pledge of any Lender's interest under this Agreement, provided
that any such assignee, prospective assignee, purchaser, prospective purchaser,
participant, prospective participant, pledgee, or prospective pledgee shall have
agreed in writing to receive such information hereunder and keep it confidential
subject to the terms of this Section, and (g) in connection with any litigation
or other adversary proceeding involving parties hereto which such litigation or
adversary proceeding involves claims related to the rights or duties of such
parties under this Agreement or the other Loan Documents. The provisions of this
Section 16.7 shall survive for 2 years after the payment in full of the
Obligations.

     16.8 INTEGRATION. This Agreement, together with the other Loan Documents,
reflects the entire understanding of the parties with respect to the
transactions contemplated hereby and shall not be contradicted or qualified by
any other agreement, oral or written, before the date hereof.

     16.9 TB WOOD'S CORPORATION AS AGENT FOR BORROWERS. Each Borrower hereby
irrevocably appoints TB Wood's Corporation as the borrowing agent and
attorney-in-fact for all Borrowers (the "Administrative Borrower") which
appointment shall remain in full force and effect unless and until Agent shall
have received prior written notice signed by each Borrower that such appointment
has been revoked and that another Loan Party has been appointed Administrative
Borrower. Each Borrower hereby irrevocably appoints and authorizes the
Administrative Borrower (a) to provide Agent with all notices with respect to
Term Loans and Letters of Credit obtained for the benefit of any Borrower and
all other notices and instructions under this Agreement and (b) to take such
action as the Administrative Borrower deems appropriate on its behalf to obtain
Term Loans and Letters of Credit and to exercise such other powers as are
reasonably necessary to carry out the purposes of this Agreement. It is
understood that the handling of the Loan Account and Collateral in a combined
fashion, as more fully set forth herein, is done solely as an accommodation to
Borrowers in order to utilize the collective borrowing powers of Borrowers in
the most efficient and economical manner and at their request, and that Lender
Group shall not incur liability to any Borrower as a result hereof. Each
Borrower expects to derive benefit, directly or indirectly, from the handling of
the Loan Account and the Collateral in a combined fashion since the successful
operation of each Borrower is dependent on the continued successful performance
of the integrated group. To induce the Lender Group to do so, and in
consideration thereof, each Borrower hereby jointly and severally agrees to
indemnify each member of the Lender Group and hold each member of the Lender
Group harmless against any and all liability, expense, loss or claim of damage
or injury, made against the Lender Group by any Borrower or by any third party
whosoever, arising from or incurred by reason of (a) the handling of the Loan
Account and Collateral as herein provided, (b) the Lender Group's relying on any
instructions of the Administrative Borrower, or (c) any other action taken by
the Lender Group hereunder or under the other Loan Documents, except that
Borrowers will have no liability to the relevant Agent-Related Person or
Lender-Related Person under this Section 16.9 with respect to any liability that
has been finally determined by a court of competent jurisdiction to have
resulted solely from the gross negligence or willful misconduct of such
Agent-Related Person or Lender-Related Person, as the case may be.

                          [Signature pages to follow.]


                                       51



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered as of the date first above written.

                                        TB WOOD'S CORPORATION,
                                        a Delaware corporation, as Parent and
                                        a Borrower


                                        By: /s/ Joseph C. Horvath
                                            ------------------------------------
                                        Name: Joseph C. Horvath
                                              ----------------------------------
                                        Title: VP, CFO and Corporate Secretary
                                               ---------------------------------


                                        TB WOOD'S INCORPORATED,
                                        a Pennsylvania corporation, as a
                                        Borrower


                                        By: /s/ Joseph C. Horvath
                                            ------------------------------------
                                        Name: Joseph C. Horvath
                                              ----------------------------------
                                        Title: VP, CFO and Corporate Secretary
                                               ---------------------------------


                                        PLANT ENGINEERING CONSULTANTS, LLC,
                                        a Tennessee limited liability company,
                                        as a Borrower


                                        By: /s/ Joseph C. Horvath
                                            ------------------------------------
                                        Name: Joseph C. Horvath
                                              ----------------------------------
                                        Title: Treasurer and Secretary
                                               ---------------------------------


                                        TB WOOD'S ENTERPRISES, INC.,
                                        a Delaware corporation, as a Borrower


                                        By: /s/ Joseph C. Horvath
                                            ------------------------------------
                                        Name: Joseph C. Horvath
                                              ----------------------------------
                                        Title: President and Treasurer
                                               ---------------------------------

                      [SIGNATURE PAGE OF CREDIT AGREEMENT]



                                        WELLS FARGO FOOTHILL, INC.,
                                        a California corporation, as Agent and
                                        as a Lender


                                        By: /s/ Vincent J. Egan, Jr.
                                            ------------------------------------
                                        Name: Vincent J. Egan, Jr.
                                              ----------------------------------
                                        Title: VP
                                               ---------------------------------

                      [SIGNATURE PAGE OF CREDIT AGREEMENT]


                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
1.  DEFINITIONS AND CONSTRUCTION.........................................     1
    1.1   Definitions....................................................     1
    1.2   Accounting Terms...............................................     2
    1.3   Code...........................................................     2
    1.4   Construction...................................................     2
    1.5   Schedules and Exhibits.........................................     2

2.  LOAN AND TERMS OF PAYMENT............................................     2
    2.1   Intentionally Omitted..........................................     2
    2.2   Term Loans.....................................................     2
    2.3   Borrowing Procedures...........................................     3
    2.4   Payments.......................................................     3
    2.5   Intentionally Omitted..........................................     6
    2.6   Interest Rates and Letter of Credit Fee: Rates, Payments,
          and Calculations...............................................     6
    2.7   Cash Management................................................     7
    2.8   Crediting Payments.............................................     8
    2.9   Designated Account.............................................     8
    2.10  Maintenance of Loan Account; Statements of Obligations.........     8
    2.11  Fees...........................................................     8
    2.12  Letters of Credit..............................................     9
    2.13  LIBOR Option...................................................    11
    2.14  Capital Requirements...........................................    12
    2.15  Joint and Several Liability of Borrowers.......................    13

3.  CONDITIONS; TERM OF AGREEMENT........................................    15
    3.1   Conditions Precedent to the Initial Extension of Credit........    15
    3.2   Intentionally Omitted..........................................    15
    3.3   Term...........................................................    15
    3.4   Effect of Termination..........................................    15
    3.5   Early Termination by Borrowers.................................    16
    3.6   Conditions Subsequent to the Initial Extension of Credit.......    16

4.  REPRESENTATIONS AND WARRANTIES.......................................    17
    4.1   No Encumbrances................................................    17
    4.2   Eligible Accounts..............................................    17
    4.3   Eligible Inventory.............................................    17



                                       -i-



                                TABLE OF CONTENTS
                                   (continued)



                                                                            Page
                                                                            ----
                                                                         
    4.4   Equipment......................................................    17
    4.5   Location of Inventory and Equipment............................    17
    4.6   Inventory Records..............................................    17
    4.7   State of Incorporation; Location of Chief Executive Office;
          Organizational Identification Number; Commercial Tort Claims...    17
    4.8   Due Organization and Qualification; Restricted Subsidiaries....    18
    4.9   Due Authorization; No Conflict.................................    18
    4.10  Litigation.....................................................    20
    4.11  No Material Adverse Change.....................................    20
    4.12  Fraudulent Transfer............................................    20
    4.13  Employee Compliance............................................    20
    4.14  Environmental Condition........................................    21
    4.15  Intellectual Property..........................................    21
    4.16  Leases.........................................................    21
    4.17  Deposit Accounts and Securities Accounts.......................    21
    4.18  Complete Disclosure............................................    21
    4.19  Indebtedness...................................................    22
    4.20  Material Contracts.............................................    22

5.  AFFIRMATIVE COVENANTS................................................    22
    5.1   Accounting System..............................................    22
    5.2   Collateral Reporting...........................................    22
    5.3   Financial Statements, Reports, Certificates....................    22
    5.4   Intentionally Omitted..........................................    22
    5.5   Inspection.....................................................    22
    5.6   Maintenance of Properties......................................    23
    5.7   Taxes..........................................................    23
    5.8   Insurance......................................................    23
    5.9   Location of Inventory and Equipment............................    24
    5.10  Compliance with Laws...........................................    24
    5.11  Leases.........................................................    24
    5.12  Existence......................................................    24
    5.13  Environmental..................................................    24
    5.14  Intentionally Omitted..........................................    25



                                      -ii-



                                TABLE OF CONTENTS
                                   (continued)



                                                                            Page
                                                                            ----
                                                                         
    5.15  Control Agreements.............................................    25
    5.16  Formation of Subsidiaries......................................    25
    5.17  Real Property..................................................    25
    5.18  ERISA Compliance...............................................    26
    5.19  Payment of Senior Subordinated Notes...........................    26

6.  NEGATIVE COVENANTS...................................................    27
    6.1   Indebtedness...................................................    27
    6.2   Liens..........................................................    28
    6.3   Restrictions on Fundamental Changes............................    28
    6.4   Disposal of Assets.............................................    29
    6.5   Change Name....................................................    29
    6.6   Nature of Business.............................................    29
    6.7   Prepayments and Amendments.....................................    29
    6.8   Intentionally Omitted..........................................    29
    6.9   Intentionally Omitted..........................................    29
    6.10  Intentionally Omitted..........................................    29
    6.11  Fiscal Year....................................................    29
    6.12  Investments....................................................    29
    6.13  Transactions with Affiliates...................................    30
    6.14  Use of Proceeds................................................    30
    6.15  Intentionally Omitted..........................................    31
    6.16  Financial Covenants............................................    31
    6.17  Acquisition Documents..........................................    31
    6.18  Intentionally omitted..........................................    31
    6.19  Governing Documents............................................    31
    6.20  Real Property Collateral.......................................    31

7.  EVENTS OF DEFAULT....................................................    32

8.  THE LENDER GROUP'S RIGHTS AND REMEDIES...............................    34
    8.1   Rights and Remedies............................................    34
    8.2   Remedies Cumulative............................................    34

9.  TAXES AND EXPENSES...................................................    34

10. WAIVERS; INDEMNIFICATION.............................................    35
    10.1  Demand; Protest; etc...........................................    35



                                      -iii-



                                TABLE OF CONTENTS
                                   (continued)



                                                                            Page
                                                                            ----
                                                                         
    10.2  The Lender Group's Liability for Collateral....................    35
    10.3  Indemnification................................................    35

11. NOTICES..............................................................    36

12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER...........................    37

13. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS...........................    37
    13.1  Assignments and Participations.................................    37
    13.2  Successors.....................................................    39

14. AMENDMENTS; WAIVERS..................................................    40
    14.1  Amendments and Waivers.........................................    40
    14.2  Replacement of Holdout Lender..................................    40
    14.3  No Waivers; Cumulative Remedies................................    41

15. AGENT; THE LENDER GROUP..............................................    41
    15.1  Appointment and Authorization of Agent.........................    41
    15.2  Delegation of Duties...........................................    42
    15.3  Liability of Agent.............................................    42
    15.4  Reliance by Agent..............................................    42
    15.5  Notice of Default or Event of Default..........................    42
    15.6  Credit Decision................................................    43
    15.7  Costs and Expenses; Indemnification............................    43
    15.8  Agent in Individual Capacity...................................    44
    15.9  Successor Agent................................................    44
    15.10 Lender in Individual Capacity..................................    44
    15.11 Withholding Taxes..............................................    44
    15.12 Collateral Matters.............................................    47
    15.13 Restrictions on Actions by Lenders; Sharing of Payments........    47
    15.14 Agency for Perfection..........................................    48
    15.15 Payments by Agent to the Lenders...............................    48
    15.16 Concerning the Collateral and Related Loan Documents...........    48
    15.17 Field Audits and Examination Reports; Confidentiality;
          Disclaimers by Lenders; Other Reports and Information..........    48
    15.18 Several Obligations; No Liability..............................    49

16. GENERAL PROVISIONS...................................................    49
    16.1  Effectiveness..................................................    49



                                      -iv-



                                TABLE OF CONTENTS
                                   (continued)



                                                                            Page
                                                                            ----
                                                                         
    16.2  Section Headings...............................................    49
    16.3  Interpretation.................................................    49
    16.4  Severability of Provisions.....................................    50
    16.5  Counterparts; Electronic Execution.............................    50
    16.6  Revival and Reinstatement of Obligations.......................    50
    16.7  Confidentiality................................................    50
    16.8  Integration....................................................    51
    16.9  TB Wood's Corporation as Agent for Borrowers...................    51



                                       -v-



                             EXHIBITS AND SCHEDULES

Exhibit A-1        Form of Assignment and Acceptance
Exhibit B-1        Form of Borrowing Base Certificate
Exhibit C-1        Form of Compliance Certificate
Exhibit L-1        Form of LIBOR Notice

Schedule A-1       Agent's Account
Schedule C-1       Commitments
Schedule D-1       Designated Account
Schedule P-1       Permitted Liens
Schedule P-2       Permitted Investments
Schedule R-1       Real Property Collateral
Schedule 1.1       Definitions
Schedule 2.7(a)    Cash Management Banks
Schedule 2.12      Existing Letters of Credit
Schedule 3.1       Conditions Precedent
Schedule 4.5(a)    Inventory and Equipment Stored with Bailees or Warehousemen
Schedule 4.5(b)    Locations of Inventory and Equipment
Schedule 4.7(a)    States of Organization
Schedule 4.7(b)    Chief Executive Offices
Schedule 4.7(c)    Organizational Identification Numbers
Schedule 4.7(d)    Commercial Tort Claims
Schedule 4.8(b)    Capitalization of Borrowers
Schedule 4.8(c)    Capitalization of Borrowers' Restricted Subsidiaries
Schedule 4.10      Litigation
Schedule 4.13(a)   ERISA Plans
Schedule 4.14      Environmental Matters
Schedule 4.17      Deposit Accounts and Securities Accounts
Schedule 4.19      Permitted Indebtedness
Schedule 5.2       Collateral Reporting
Schedule 5.3       Financial Statements, Reports, Certificates



                                                                   FINAL VERSION

                                   EXHIBIT A-1

                   FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

       This ASSIGNMENT AND ACCEPTANCE AGREEMENT ("Assignment Agreement") is
entered into as of ______________ between ______________________ ("Assignor"),
solely in its capacity as Lender, and _____________________ ("Assignee").
Reference is made to the Agreement described in Annex I hereto (the "Credit
Agreement"). Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Credit Agreement.

       1. In accordance with the terms and conditions of Section 13 of the
Credit Agreement, the Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, that interest in and to
the Assignor's rights and obligations under the Loan Documents as of the date
hereof with respect to the Obligations owing to the Assignor, and Assignor's
portion of the Commitments, all to the extent specified on Annex I.

       2. The Assignor (a) represents and warrants that (i) it is the legal
and beneficial owner of the interest being assigned by it hereunder and that
such interest is free and clear of any adverse claim and (ii) it has full power
and authority, and has taken all action necessary, to execute and deliver this
Assignment Agreement and to consummate the transactions contemplated hereby; (b)
makes no representation or warranty and assumes no responsibility with respect
to (i) any statements, representations or warranties made in or in connection
with the Loan Documents, or (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
other instrument or document furnished pursuant thereto; (c) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any Borrower or any Guarantor or the performance or
observance by any Borrower or any Guarantor of any of their respective
obligations under the Loan Documents or any other instrument or document
furnished pursuant thereto, and (d) represents and warrants that the amount set
forth as the purchase price on Annex I represents the amount owed by Borrowers
to Assignor with respect to Assignor's share of the Term Loans and LC
Obligations hereunder, as reflected on Assignor's books and records.

       3. The Assignee (a) confirms that it has received copies of the
Credit Agreement and the other Loan Documents, together with copies of the
financial statements referred to therein and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment Agreement; (b) agrees that it will,
independently and without reliance upon Agent, Assignor, or any other Lender,
based upon such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking any
action under the Loan Documents; (c) confirms that it is an Eligible Transferee;
(d) appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers under the Loan Documents as are delegated to Agent
by the terms thereof, together with such powers as are reasonably incidental
thereto; (e) agrees that it will perform in accordance with their terms all of
the obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender; [and (f) attaches the forms prescribed by the
Internal Revenue Service of the United States certifying as to the Assignee's
status for purposes of determining exemption from United States withholding
taxes with respect to all payments to be made to the Assignee under the Credit
Agreement or such other documents as are necessary to indicate that all such
payments are subject to such rates at a rate reduced by an applicable tax
treaty.]

       4. Following the execution of this Assignment Agreement by the
Assignor and Assignee, the Assignor will deliver this Assignment Agreement to
the Agent for recording by the Agent. The effective date of this Assignment (the
"Settlement Date") shall be the latest to occur of (a) the date of the execution
and delivery hereof by the Assignor and the Assignee, (b) the receipt by Agent
for its sole and separate account a processing fee in the amount of $3,500 (if
required by the Credit Agreement), (c) the receipt of any required consent of
the Agent, and (d) the date specified in Annex I.



       5. As of the Settlement Date (a) the Assignee shall be a party to
the Credit Agreement and, to the extent of the interest assigned pursuant to
this Assignment Agreement, have the rights and obligations of a Lender
thereunder and under the other Loan Documents, and (b) the Assignor shall, to
the extent of the interest assigned pursuant to this Assignment Agreement,
relinquish its rights and be released from its obligations under the Credit
Agreement and the other Loan Documents, provided, however, that nothing
contained herein shall release any assigning Lender from obligations that
survive the termination of this Assignment Agreement, including such assigning
Lender's obligations under Article 13, Article 15 and Section 16.7 of the Credit
Agreement.

       6. Upon the Settlement Date, Assignee shall pay to Assignor the
purchase price (as set forth in Annex I). From and after the Settlement Date,
Agent shall make all payments that are due and payable to the holder of the
interest assigned hereunder (including payments of principal, interest, fees and
other amounts) to Assignor for amounts which have accrued up to but excluding
the Settlement Date and to Assignee for amounts which have accrued from and
after the Settlement Date. On the Settlement Date, Assignor shall pay to
Assignee an amount equal to the portion of any interest, fee, or any other
charge that was paid to Assignor prior to the Settlement Date on account of the
interest assigned hereunder and that are due and payable to Assignee with
respect thereto, to the extent that such interest, fee or other charge relates
to the period of time from and after the Settlement Date.

       7. This Assignment Agreement may be executed in counterparts and by
the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall together constitute one
and the same instrument. This Assignment Agreement may be executed and delivered
by telecopier or other facsimile transmission all with the same force and effect
as if the same were a fully executed and delivered original manual counterpart.

       8. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



       IN WITNESS WHEREOF, the parties hereto have caused this Assignment
Agreement and Annex I hereto to be executed by their respective officers, as of
the first date written above.

                                    [NAME OF ASSIGNOR]

                                     as Assignor

                                    By:  _______________________________________
                                         Name:
                                         Title:

                                    [NAME OF ASSIGNEE]

                                     as Assignee

                                    By:  _______________________________________
                                         Name:
                                         Title:

ACCEPTED THIS ___ DAY OF __________

WELLS FARGO FOOTHILL, INC.,
a California corporation, as Agent

By: ________________________________
    Name:
    Title:



                       ANNEX FOR ASSIGNMENT AND ACCEPTANCE

                                     ANNEX I

1.    Borrowers:  TB Wood's Corporation, a Delaware corporation, TB Wood's
                  Incorporated, a Pennsylvania corporation, Plant Engineering
                  Consultants, LLC, a Tennessee limited liability company, and
                  TB Wood's Enterprises, Inc., a Delaware corporation

2.    Name and Date of Credit Agreement:

                  Credit Agreement, dated as of April 5, 2007, by and among
                  Borrowers, the lenders from time to time a party thereto (the
                  "Lenders"), Wells Fargo Foothill, Inc., a California
                  corporation, as the arranger and administrative agent for the
                  Lenders

                                                          
3.    Date of Assignment Agreement:                            ____________

4.    Amounts:

      a.    Assigned Amount of Commitment                    $ ____________

      b.    Assigned Amount of Term Loans                    $ ____________

      c.    Assigned Amount of LC Obligations                $ ____________

5.    Settlement Date:                                         ____________

6.    Purchase Price                                         $ ____________



7.    Notice and Payment Instructions, etc.

      Assignee:                             Assignor:

      ________________________________      ________________________________

      ________________________________      ________________________________

      ________________________________      ________________________________



8.    Agreed and Accepted:

      [ASSIGNOR]                            [ASSIGNEE]

      By: __________________________        By: ____________________________
          Name: ________________________        Name: ______________________
          Title: _______________________        Title: _____________________


Accepted:

WELLS FARGO FOOTHILL, INC.,
a California corporation, as Agent

By: _________________________________
    Name:
    Title:



                                                                   FINAL VERSION

                                   EXHIBIT B-1

                       FORM OF BORROWING BASE CERTIFICATE

Wells Fargo Foothill, Inc.
One Boston Place, 18th Floor
Boston, Massachusetts 02108
Attn: Business Finance Manager

       The undersigned, TB Wood's Corporation, a Delaware corporation
("Parent"), pursuant to Schedule 5.2 of that certain Credit Agreement dated as
of April 5, 2007 (as amended, restated, amended and restated, modified,
supplemented, refinanced, renewed, or extended from time to time, the "Credit
Agreement"), entered into among Parent, its subsidiaries signatory thereto
(collectively with Parent, "Borrowers"), the lenders signatory thereto from time
to time and Wells Fargo Foothill, Inc., a California corporation, as the
arranger and administrative agent (in such capacity, together with its
successors and assigns, if any, in such capacity, "Agent"), hereby certifies to
Agent that the following items, calculated in accordance with the terms and
definitions set forth in the Credit Agreement for such items are true and
correct in all material respects.

       All initially capitalized terms used in this Borrowing Base
Certificate have the meanings set forth in the Credit Agreement unless
specifically defined herein.

                  [Remainder of page intentionally left blank.]



Effective Date of Calculation: ________________________


A.    BORROWING BASE CALCULATION

                                                                                     

      1.    Eligible Accounts

            a.    85% of Eligible Accounts(1)                           $ _________

            b.    the amount, if any, of the Dilution Reserve           $ _________

            c.    Item 1.a. minus Item 1.b                                                 $ _________

      2.    Eligible Inventory

            a.    65% of the net book value of Eligible Inventory(2)                       $ _________

      3.    Eligible Equipment

            a.    50% of the Eligible Equipment Book Value(3)                              $ _________

      4.    Borrowing Base (Item 1.c. plus Item 2.a. plus Item 3.a):                       $ _________





_____________

(1)   See Annex A

(2)   See Annex B

(3)   See Annex C

                                     - 2 -


            Effective date of calculation: ___________


                                     TB WOOD'S CORPORATION,
                                     a Delaware corporation, as Administrative
                                     Borrower

                                     By: __________________________________
                                         Name:   __________________________
                                         Title:  __________________________


                                     - 3 -


                                    Annex A

                                                                                                 
Total Accounts: Accounts created by a Borrower in the ordinary course arising
out of sale of goods or rendition of services                                                          $ __________


      less (without duplication)

            Accounts that the Account Debtor (i) has failed to pay within 90
            days (or, with respect to Accounts with selling terms of more than
            60 days, 105 days) after the original invoice date, (ii) are more
            than 60 days after the due date, or (iii) Accounts with selling
            terms of more than 120 days,                                             $ __________

            Accounts owed by an Account Debtor (or its Affiliates) where 50% or
            more of all Accounts owed by that Account Debtor (or its Affiliates)
            are deemed ineligible under the immediately preceding clause             $ __________

            Accounts with respect to which the Account Debtor is an Affiliate of
            any Borrower or an employee or agent of any Borrower or any
            Affiliate of Borrower                                                    $ __________

            Accounts arising in a transaction wherein goods are placed on
            consignment or are sold pursuant to a guaranteed sale, a sale or
            return, a sale on approval, a bill and hold, or any other terms by
            reason of which the payment by the Account Debtor may be conditional     $ __________

            Accounts that are not payable in Dollars                                 $ __________

            Accounts with respect to which the Account Debtor either (i) does
            not maintain its chief executive office in the United States, or
            (ii) is not organized under the laws of the United States or any
            state thereof, or (iii) is the government of any foreign country or
            sovereign state, or of any state, province, municipality, or other
            political subdivision thereof, or of any department, agency, public
            corporation, or other instrumentality thereof, unless (x) the
            Account is supported by an irrevocable letter of credit reasonably
            satisfactory to Agent (as to form, substance, and issuer or domestic
            confirming bank) that has been delivered to Agent and is directly
            drawable by Agent, or (y) the Account is covered by credit insurance
            in form, substance, and amount, and by an insurer, reasonably
            satisfactory to Agent,                                                   $ __________



                                     - 4 -


                                                                                  
            Accounts with respect to which the Account Debtor is the United
            States or any department, agency, or instrumentality of the United
            States or any state of the United States (exclusive, however, of
            Accounts with respect to which the applicable Borrower has complied,
            to the reasonable satisfaction of Agent, with the Assignment of
            Claims Act, 31 USC Section 3727, or any similar state or local law,
            if applicable),                                                          $  ___________

            Accounts with respect to which the Account Debtor claims a credit
            from any Borrower, has or has asserted a right of setoff, or has
            disputed its obligation to pay all or any portion of the Account, to
            the extent of such claim, right of setoff, or dispute,                   $  ___________

            Accounts with respect to an Account Debtor whose total obligations
            owing to Borrowers exceed 10% (such percentage, as applied to a
            particular Account Debtor, being subject to reduction by Agent in
            its Permitted Discretion if the creditworthiness of such Account
            Debtor deteriorates) of all Eligible Accounts, to the extent of the
            obligations owing by such Account Debtor in excess of such
            percentage; provided, however, that as to the following Account
            Debtor, a percentage limitation of 20% (in lieu of 10%) shall apply
            for purposes hereof: Motion Industries; provided, further, however,
            that, in each case, the amount of Eligible Accounts that are
            excluded because they exceed the foregoing percentage shall be
            determined by Agent based on all of the otherwise Eligible Accounts
            prior to giving effect to any eliminations based upon the foregoing
            concentration limit,                                                     $  ___________

            Accounts with respect to which the Account Debtor is subject to an
            Insolvency Proceeding, is not Solvent, or as to which a Borrower has
            received written notice of an imminent Insolvency Proceeding of such
            Account Debtor,                                                          $  ___________

            Accounts with respect to which the Account Debtor is located in a
            state or jurisdiction (e.g., New Jersey, Minnesota, and West
            Virginia) that requires, as a condition to access to the courts of
            such jurisdiction, that a creditor qualify to transact business,
            file a business activities report or other report or form, or take
            one or more other actions, unless the applicable Borrower has so
            qualified, filed such reports or forms, or taken such actions (and,
            in each case, paid any required fees or other charges), except to
            the extent that the applicable Borrower may qualify subsequently as
            a foreign entity authorized to transact business in such state or
            jurisdiction and gain access to such courts, without incurring any
            cost or penalty viewed by Agent, in its Permitted Discretion, to be
            significant in amount, and such later qualification cures any access
            to such courts to enforce payment of such Account,                       $  ___________



                                     - 5 -


                                                                                                 
            Accounts, the collection of which, Agent, in its Permitted
            Discretion, believes to be doubtful by reason of the Account
            Debtor's financial condition,                                            $ ___________

            Accounts that are not subject to a valid and perfected first
            priority Agent's Lien,                                                   $ ___________

            Accounts with respect to which (i) the goods giving rise to such
            Account have not been shipped and billed to the Account Debtor, or
            (ii) the services giving rise to such Account have not been
            performed and billed to the Account Debtor                               $ ___________

            Accounts that represent the right to receive progress payments or
            other advance billings that are due prior to the completion of
            performance by the applicable Borrower of the subject contract for
            goods or services.                                                       $ ___________

Total Excluded Accounts                                                                                $ ___________

ELIGIBLE ACCOUNTS (TOTAL ACCOUNTS LESS TOTAL EXCLUDED ACCOUNTS):                                       $ ___________



                                     - 6 -


                                     Annex B

                                                                                                 
1. Total Finished Goods Inventory: Inventory consisting of first quality
finished goods held for sale in the ordinary course of Borrowers' business                             $ ___________

      less (without duplication)

            Inventory which Borrower does not have good, valid, and marketable
            title thereto                                                            $ ___________

            Inventory not located at one of the locations in the continental
            United States set forth on Schedule 4.5(a) or 4.5(b) to the Credit
            Agreement (or in-transit from one such location to another such
            location)                                                                $ ___________

            Inventory not subject to a valid and perfected first priority
            Agent's Lien                                                             $ ___________

            Inventory consisting of goods returned or rejected by a Borrower's
            customers                                                                $ ___________

            Inventory consisting of goods that are obsolete or slow moving,
            work-in-process, raw materials or goods that constitute spare parts,
            packaging and shipping materials, supplies used or consumed in
            Borrower's business, bill and hold goods, defective goods,
            "seconds," or Inventory acquired on consignment                          $ ___________

Total Excluded Finished Goods Inventory                                                                $ ___________

ELIGIBLE FINISHED GOODS INVENTORY (Total Finished Goods Inventory less Total
Excluded Finished Goods Inventory):                                                                    $ ___________

2. Total Raw Materials Inventory: Inventory consisting of first quality raw
materials to be used in Borrowers' production process                                                  $ ___________

      less (without duplication)

            Inventory which Borrower does not have good, valid, and marketable
            title thereto                                                            $ ___________

            Inventory not located at one of the locations in the continental
            United States set forth on Schedule 4.5(a) or 4.5(b) to the Credit
            Agreement (or in-transit from one such location to another such
            location)                                                                $ ___________

            Inventory not subject to a valid and perfected first priority
            Agent's Lien                                                             $ ___________



                                     - 7 -


                                                                                                 
            Inventory consisting of goods that are obsolete or slow moving,
            work-in-process, finished goods, or goods that constitute spare
            parts, packaging and shipping materials, supplies used or consumed
            in Borrower's business, bill and hold goods, defective goods,
            "seconds," or Inventory acquired on consignment                          $ ___________

Total Excluded Raw Materials Inventory                                                                 $ ___________

ELIGIBLE RAW MATERIALS INVENTORY (Total Raw Materials Inventory less Total
Excluded Raw Materials Inventory):                                                                     $ ___________

ELIGIBLE INVENTORY (ELIGIBLE FINISHED GOODS INVENTORY PLUS ELIGIBLE RAW
MATERIALS INVENTORY):                                                                                  $ ___________



                                     - 8 -


                                    Annex C

                                                                                  
Eligible Equipment: Net book value of Equipment of Borrowers located at the
locations identified on Schedule 4.5(a) or 4.5(b) hereto, as such schedules may
be amended or supplemented from time to time in accordance with the Credit
Agreement, such value to be as determined from time to time by a qualified
appraisal company selected by Agent, net of all related costs and expense.           $ ___________



                                     - 9 -


                                                                   FINAL VERSION

                                   EXHIBIT C-1

                         FORM OF COMPLIANCE CERTIFICATE

                            [on Parent's letterhead]

To:   Wells Fargo Foothill, Inc.
      One Boston Place, 18th Floor
      Boston, Massachusetts 02108
      Attn: Business Finance Division Manager

         Re: Compliance Certificate dated ___________

Ladies and Gentlemen:

         Reference is made to that certain CREDIT AGREEMENT (the "Credit
Agreement") dated as of April 5, 2007, by and among the lenders identified on
the signature pages thereof (such lenders, together with their respective
successors and permitted assigns, are referred to hereinafter each individually
as a "Lender" and collectively as the "Lenders"), WELLS FARGO FOOTHILL, INC., a
California corporation, as the arranger and administrative agent for the Lenders
("Agent"). TB WOOD'S CORPORATION, a Delaware corporation ("Parent"), and each of
its Subsidiaries party thereto. Capitalized terms used in this Compliance
Certificate have the meanings set forth in the Credit Agreement unless
specifically defined herein.

         Pursuant to Schedule 5.3 of the Credit Agreement, the undersigned
officer of Parent hereby certifies on behalf of Parent, and not individually,
that:

         1. The financial information of Parent and its Subsidiaries
furnished in Schedule 1 attached hereto, has been prepared in accordance with
GAAP (except for year-end adjustments and the lack of footnotes), and fairly
presents in all material respects the financial condition of Parent and its
Subsidiaries.

         2. Such officer has reviewed the terms of the Credit Agreement and
has made, or caused to be made under his/her supervision, a review in reasonable
detail of the transactions and condition of the Loan Parties during the
accounting period covered by the financial statements delivered pursuant to
Schedule 5.3 of the Credit Agreement.

         3. Such review has not disclosed the existence on and as of the date
hereof, and the undersigned does not have actual knowledge of the existence as
of the date hereof, of any event or condition that constitutes a Default or
Event of Default, except for such conditions or events listed on Schedule 2
attached hereto, specifying the nature and period of existence thereof and what
action the Loan Parties have taken, are taking, or propose to take with respect
thereto.

         4. The representations and warranties of the Loan Parties set forth
in the Credit Agreement and the other Loan Documents are true and correct in all
material respects on and as of the date hereof (except to the extent they relate
to a specified date), except as set forth on Schedule 3 attached hereto.

         5. The Loan Parties are in compliance with the applicable covenants
contained in Section 6.16 of the Credit Agreement as demonstrated on Schedule 4
hereof.



        IN WITNESS WHEREOF, this Compliance Certificate is executed by the
undersigned this _____ day of _______________, _____.

                                           TB WOOD'S CORPORATION,
                                           a Delaware corporation

                                           By: _______________________________
                                               Name:  ________________________
                                               Title: ________________________




                                   SCHEDULE 1

                              FINANCIAL INFORMATION



                                   SCHEDULE 2

                           DEFAULT OR EVENT OF DEFAULT



                                   SCHEDULE 3

                         REPRESENTATIONS AND WARRANTIES



                                   SCHEDULE 4

                               FINANCIAL COVENANTS

1.    FIXED CHARGE COVERAGE RATIO.

        Parent's and its Subsidiaries' Fixed Charge Coverage Ratio, measured
on a quarter-end basis, for the 4 quarter period ending ________, ________ is
___:1.0, which [IS/IS NOT] greater than or equal to the amount set forth in
Section 6.16(a) of the Credit Agreement for the corresponding period.

2.    CAPITAL EXPENDITURES.

        Parent's and Borrowers' Capital Expenditures from the beginning of
Parent's most recent fiscal year to the date hereof is __________, (i) which
[IS/IS NOT] less than or equal to the amount set forth in Section 6.16(b) of the
Credit Agreement for the corresponding period.



                                                                   FINAL VERSION

                                   EXHIBIT L-1

                              FORM OF LIBOR NOTICE

Wells Fargo Foothill, Inc., as Agent
under the below referenced Credit Agreement
One Boston Place
Boston, Massachusetts 02108

Ladies and Gentlemen:

        Reference hereby is made to that certain Credit Agreement, dated as
of April 5, 2007 (the "Credit Agreement"), among TB Wood's Corporation, a
Delaware corporation ("Parent"), each of its Subsidiaries signatory thereto
(Parent and such Subsidiaries each, a "Borrower" and collectively, "Borrowers"),
the lenders signatory thereto (the "Lenders"), and Wells Fargo Foothill, Inc., a
California corporation, as the arranger and administrative agent for the Lenders
("Agent"). Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to them in the Credit Agreement.

        This LIBOR Notice represents Administrative Borrower's request to
elect the LIBOR Option with respect to [all or a portion of [outstanding
Obligations] bearing interest at a rate determined by reference to the Base
Rate] [the continuation of an outstanding LIBOR Rate Loan] in the amount of
$_________ (the "LIBOR Rate Loan")[, and is a written confirmation of the
telephonic notice of such election given to Agent].

        The LIBOR Rate Loan will have an Interest Period of [1, 2, 3 or 6]
month(s) commencing on ___________.

        This LIBOR Notice further confirms Borrowers' acceptance, for
purposes of determining the rate of interest based on the LIBOR Rate under the
Credit Agreement, of the LIBOR Rate as determined pursuant to the Credit
Agreement.

        Administrative Borrower represents and warrants that (i) as of the
date hereof, each representation or warranty contained in or pursuant to any
Loan Document is true and correct in all material respects (except to the extent
any representation or warranty expressly related to an earlier date) and (ii) no
Default or Event of Default has occurred and is continuing on the date hereof,
nor will any thereof occur after giving effect to the request above.



Wells Fargo Foothill, Inc., as Agent
Page 2

                                       Dated: __________________________________

                                       TB WOOD'S CORPORATION,
                                       a Delaware corporation, as Administrative
                                       Borrower

                                       By: _____________________________________
                                           Name: _______________________________
                                           Title: ______________________________


Acknowledged by:

WELLS FARGO FOOTHILL, INC.,
a California corporation, as Agent

By: _____________________________
    Name: _______________________
    Title: ______________________




                                                                   FINAL VERSION

                                  SCHEDULE A-1

                                 AGENT'S ACCOUNT

       An account at a bank designated by Agent from time to time as the
account into which Administrative Borrower shall make all payments to Agent for
the benefit of the Lender Group and into which the Lender Group shall make all
payments to Agent under this Agreement and the other Loan Documents; unless and
until Agent notifies Administrative Borrower and the Lender Group to the
contrary, Agent's Account shall be that certain deposit account bearing account
number 323-266193 and maintained by Agent with JPMorgan Chase Bank, 4 New York
Plaza, 15th Floor, New York, New York 10004, ABA #021000021.



                                                                   FINAL VERSION

                                  SCHEDULE C-1

                                   COMMITMENTS



                              Term Loan A        Term Loan B       LC Obligation
      Name of Lender           Commitment         Commitment         Commitment        Total Commitment
- --------------------------   ---------------    ---------------    ---------------     -----------------
                                                                           
Wells Fargo Foothill, Inc.   $  6,805,000.00    $  6,220,384.79    $  6,532,531.53     $   19,557,916.32




                                  SCHEDULE D-1

                               DESIGNATED ACCOUNT

Bank Name/Address: M&T Bank
                   1 M&T Plaza
                   Buffalo, New York
ABA Routing #:     022000046
Account Name:      TB Wood's Corporation
Account number:    9837038422

                                  SCHEDULE P-1

                                PERMITTED LIENS



                                                 FILING
   DEBTOR        JURISDICTION      FILE NUMBER    DATE       SECURED PARTY                  DESCRIPTION OF COLLATERAL
- ------------  -------------------  -----------  --------  -------------------   ----------------------------------------------------
                                                                 
 TB Wood's      DE Secretary of       31757007   7/11/03   Arrow Electronics     Those products stored in the segregated area of
Corporation          State                                       Inc.           Debtor's facility designated as Secured Party's
                                                                                   consigned inventory storage area and those
                                                                                products sold by Secured Party to Debtor pursuant
                                                                                to that consigned inventory agreement dated June 1,
                                                                                 2003 by and between Debtor and Secured Party.

 TB Wood's    PA Secretary of the  20220005768    1/9/04      Xerox Capital                           1 Xerox
Corporation      commonwealth                                Services LLC

 TV Wood's    PA Secretary of the  20040041169   1/12/04      Xerox Capital                    Refers to 20220005768
Corporation      Commonwealth                                 Services LLC                             Add:
                                                                                               1 Xerox DTCNtRL-1
                                                                                                1 Xerox DT75PRT
                                                                                                1 Xerox 6100PM-1

 TB Wood's    PA Secretary of the    29520997   10/26/98   General Electric                     Equipment Lease
Incorporated     Commonwealth                             Capital Corporation

 TB Wood's    PA Secretary of the    29521002   10/26/98   General Electric                     Equipment Lease
Incorporated     Commonwealth                             Capital Corporation

 TB Wood's    PA Secretary of the    29790418    1/11/99   General Electric                     Equipment Lease
Incorporated     Commonwealth                             Capital Corporation


                                       1




                                                 FILING
   DEBTOR        JURISDICTION      FILE NUMBER    DATE       SECURED PARTY                  DESCRIPTION OF COLLATERAL
- ------------  -------------------  -----------  --------  -------------------   ---------------------------------------------------
                                                                 
 TB Wood's    PA Secretary of the    30290939    5/21/99     National City                         Equipment Lease
Incorporate      Commonwealth                             Leasing Corporation

 TB Wood's    PA Secretary of the    30340565    6/4/99      National City                        Equipment Lease
Incorporated     Commonwealth                             Leasing Corporation

 TB Wood's    PA Secretary of the    34711519   12/14/01    JP Morgan Chase                Rents related to Tennessee IRBs
Incorporated     Commonwealth                                    Bank

 TB Wood's    PA Secretary of the    36630224    9/10/02      PA Dept. of           The machinery, equipment and other tangible
Incorporated     Commonwealth                                Community and             personal property listed on Exhibit A,
                                                               Economic                   and all parts, replacements and/or
                                                             Development          substitutions, additions and accession, equipment,
                                                                - MELF                  tools and  operating manuals therto,
                                                                                  any proceeds of sale or disposition thereof and
                                                                                 any proceeds of insurance thereon or condemnation
                                                                                                      thereof.

 TB Wood's    PA Secretary of the  20031225818  12/16/03      Citicapital         1 Ingersoll-Rand company Air Compressor EPE12528
Incorporated     Commonwealth                                 Commercial                          G/N FF2529 241175
                                                              Corporation

 TB Wood's    PA Secretary of the  20040262016   3/11/04     National City           In lieu of the financing statement listed.
Incorporated     Commonwealth                             Leasing Corporation     Collateral: 1 OKUMA LU-15 Big Bore 2SC Four Axis
                                                                                                 CNC Turning Center

 TB Wood's    PA Secretary of the  20040447617   4/30/04      Citicapital                    1 Bobcat Skid Steer Loader
Incorporated     Commonwealth                                 Commercial
                                                              Corporation


                                       2




                                                  FILING
   DEBTOR        JURISDICTION       FILE NUMBER    DATE       SECURED PARTY                  DESCRIPTION OF COLLATERAL
- ------------  -------------------  -------------  -------  --------------------  --------------------------------------------------
                                                                  
 TB Wood's    PA Secretary of the  20041126848    11/2/04      Citicapital                      1 Ingersoll-Rand Dryer
Incorporated     Commonwealth                                   Commercial
                                                               Corporation

 TB Wood's    PA Secretary of the  2005011400558  1/14/05  Crown Credit Company                  1 Crown Life Truck
Incorporated     Commonwealth                                                                      1 Deka Battery
                                                                                                  1 Ametek Charger

 TB Wood's    PA Secretary of the  2005081504374  8/15/05     Valenite, LLC       Valenite, LLC (Consignor) will ship an inventory
Incorporated     Commonwealth                                                      of consigne products, including but not limited
                                                                                     to all carbide or other items delivered by
                                                                                  Valenite, LLC from time to time. Such inventory of
                                                                                   consigned products shall remain in the property
                                                                                      of Valenite, LLC until such inventory is
                                                                                       withdrawn by Consignee for consumption.

  TB Woods    PA Secretary of the  2006062105264  6/21/06    General Electric       All Equipment, described herein or otherwise,
                 Commonwealth                              Capital Corporation     leased to or financed for the Debtor by Secured
                                                                                  Party under that certain Master Note and Security
                                                                                  Agreement No. 4430734-001 dated 6/19/06 including
                                                                                      all accessories accessions, replacements,
                                                                                   additions, substitutions, add-ons and upgrades
                                                                                        thereto, and any proceeds therefrom.

 TB Wood's    TX Secretary of          99-046730    --      City of San Marcos     Buildings, and equipment located on 31 acres of
Incorporated     State                                          Industrial                1 and at 2000 Clovis Barker Drive
                                                               Development
                                                               Corporation

 TB Wood's    Hays County, TX           05023866  8/17/05    General Electric     90' x 110' private sewerage easement over Lot 1,
Incorporated                                               Capital Corporation       Gilmore Industrial Park No. 1, Hays County.
                                                                                    Together with (i) all substitutions for, and
                                                                                    products and proceeds of any of the foregoing
                                                                                     property, (ii) all accessions thereto.....


                                       3




                                                  FILING
   DEBTOR        JURISDICTION       FILE NUMBER    DATE       SECURED PARTY                  DESCRIPTION OF COLLATERAL
- ------------  -------------------  -------------  -------- --------------------  --------------------------------------------------
                                                                  
 TB Wood's    Hays County, TX           05024175  8/19/05    General Electric     90' x 110' private sewerage easement over Lot 1,
Incorporated                                                Capital Corporation      Gilmore Industrial Park No. 1, Hays County.
                                                                                                   OKUMA CNC Lathe

   Plant      TN Secretary of        306101862    1/10/06    General Electric       Maximum Principal Indebtedness for Tennessee
Engineering       State                                     Capital Corporation     Recording Tax Purposes is $0.00. All accounts
Consultants,                                                                        receivable for which Honeywell International
    LLC                                                                            Inc. is the Account Debtor and which have been
                                                                                      purchased from the Debtor pursuant to the
                                                                                    Agreement, dated as of 1/28/1999, between the
                                                                                   Debtor and the Secured Party, and all proceeds
                                                                                                      thereof.


                                       4


                                  SCHEDULE P-2

                              PERMITTED INVESTMENTS

Equity Investments in:

      -     Industrial Blaju, S.A. de C.V.

      -     Berges Electronic GmBH

      -     TB Wood's Canada Ltd.

Joint Ventures:

      -     TB Wood's Corporation and TB Wood's Incorporated hold a 92%
            investment in TB Wood's (India) Private Ltd. Joint Venture

The following intercompany indebtedness:

      -     TBWood's Incorporated is owed approximately $761,000 by Industrial
            Blaju, S.A. de C.V.

      -     TB Wood's Incorporated has guaranteed lease payments of $33,069 a
            month until June 8, 2014, for Industrial Blaju, S.A. de C.V. at its
            facility located at Avenue Commission Federal de Electricidad No.
            850, Parque Industrial Millennium, San Luis Potosi, Mexico 78395.

      -     Berges Electronic GmBH is owed approximately $1,900,000 by TB Wood's
            Incorporated

      -     TBWoods Incorporated is owed approximately $620,000 by TBW India Pvt
            Ltd..

                                        5


                                  SCHEDULE R-1

                            REAL PROPERTY COLLATERAL

REAL PROPERTY

TB WOOD'S CORPORATION

Headquarters:
440 North Fifth Avenue
Chambersburg, PA 17201

TB WOOD'S INCORPORATED

Main offices, warehouse Mechanical Division manufacturing plant:
440 North Fifth Avenue
Chambersburg, PA 17201

Electronics Division Offices and manufacturing plant
3181 Black Gap Road
Chambersburg, PA 17201

801 E. Industrial Ave.
Mt. Pleasant, Michigan 48858

2000 Clovis Baker Road
San Marcos, TX 78666

REAL PROPERTY LEASES

TB WOOD'S INCORPORATED

Reno Nevada:                       Landlord: Dermody Industrial Group managed
                                   by DP Partners
4970 Joule Street,                 1200 Financial Blvd
Reno, NV 89502                     Reno, NV 80502

PLANT ENGINEERING CONSULTANTS LLC

521 Airport Road                   Landlord: TB Wood's Incorporated leases this
Chattanooga, TN 37421              building from the Industrial Development
                                   Board of the City of Chattanooga.

TB WOOD'S ENTERPRISES, INC.

Suite 534, 300 Delaware Avenue     Landlord: PNC Bank, Delaware
Wilmington, Delaware 19801

                                       6


                                  SCHEDULE 1.1

As used in the Agreement, the following terms shall have the following
definitions:

      "Account" means an account (as that term is defined in the Code).

      "Account Debtor" means any Person who is obligated on an Account, chattel
paper, or a general intangible.

      "Acquisition Documents" means the Merger Agreement and the other
documents, instruments and agreements executed and delivered in connection with
the Acquisition Transactions, or otherwise relating thereto.

      "Acquisition Transactions" means the transactions contemplated by the
Tender Offer and the Merger Agreement.

      "Additional Notes" has the meaning specified therefor in the recitals to
the Agreement.

      "Administrative Borrower" has the meaning specified therefor in Section
16.9.

      "Affiliate" means, as applied to any Person, any other Person who
controls, is controlled by, or is under common control with, such Person. For
purposes of this definition, "control" means the possession, directly or
indirectly through one or more intermediaries, of the power to direct the
management and policies of a Person, whether through the ownership of Stock, by
contract, or otherwise; provided, however, that, for purposes of the definition
of Eligible Accounts and Section 6.13 hereof: (a) any Person which owns directly
or indirectly 10% or more of the Stock having ordinary voting power for the
election of directors or other members of the governing body of a Person or 10%
or more of the partnership or other ownership interests of a Person (other than
as a limited partner of such Person) shall be deemed an Affiliate of such
Person, (b) each director (or comparable manager) of a Person shall be deemed to
be an Affiliate of such Person, and (c) each partnership or joint venture in
which a Person is a general partner or joint venturer shall be deemed an
Affiliate of such Person.

      "Agent" has the meaning specified therefor in the preamble to the
Agreement.

      "Agent-Related Persons" means Agent, together with its Affiliates,
officers, directors, employees, attorneys, and agents.

      "Agent's Account" means the Deposit Account of Agent identified on
Schedule A-1.

      "Agent's Liens" means the Liens granted by Borrowers and their respective
Restricted Subsidiaries to Agent under the Loan Documents.

      "Agreement" means the Credit Agreement to which this Schedule 1.1 is
attached.

      "Altra Holdings" has the meaning specified therefor in the recitals to the
Agreement.

      "Altra Industrial" has the meaning specified therefor in the recitals to
the Agreement.

      "Altra Senior Credit Agreement" means that certain Credit Agreement dated
as of November 30, 2004 among Altra Industrial, the Subsidiaries of Altra
Industrial party thereto, Wells Fargo Foothill, Inc., as agent, and the lenders
party thereto, as the same may be amended, restated, supplemented or modified
from time to time.





      "Applicable Prepayment Premium" has the meaning specified therefore in
the Fee Letter.

      "Asset Sale" means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of business, consistent with past practice), assignment or other transfer of:

      (a) any Stock of any Borrower or any of its Restricted Subsidiaries; or

      (b) any other property or assets of any Borrower or any of its Restricted
Subsidiaries other than in the ordinary course of business, consistent with past
practice;

      provided, that Asset Sales shall not include:

      (1) a transaction or series of related transactions for which the
applicable Loan Party received aggregate consideration of less than $2,500,000;

      (2) a transaction included in the definition of Permitted Investment;

      (3) the sale of Cash Equivalents;

      (4) the creation of a Permitted Lien (but not the sale or other
disposition of the property subject to such Lien); and

      (5) a transfer from a Loan Party to another Loan Party.

      "Assignee" has the meaning specified therefor in Section 13.1(a).

      "Assignment and Acceptance" means an Assignment and Acceptance Agreement
substantially in the form of Exhibit A-1.

      "Authorized Person" means any officer or employee of Administrative
Borrower.

      "Bankruptcy Code" means title 11 of the United States Code, as in effect
from time to time.

      "Base LIBOR Rate" means the rate per annum, determined by Agent in
accordance with its customary procedures, and utilizing such electronic or other
quotation sources as it considers appropriate (rounded upwards, if necessary, to
the next 1/100%), to be the rate at which Dollar deposits (for delivery on the
first day of the requested Interest Period) are offered to major banks in the
London interbank market 2 Business Days prior to the commencement of the
requested Interest Period, for a term and in an amount comparable to the
Interest Period and the amount of the LIBOR Rate Loan requested (whether as an
initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a
conversion of a Base Rate Loan to a LIBOR Rate Loan) by Administrative Borrower
in accordance with the Agreement, which determination shall be conclusive in the
absence of manifest error.

                                        2



      "Base Rate" means, the rate of interest announced, from time to time,
within Wells Fargo at its principal office in San Francisco as its "prime rate",
with the understanding that the "prime rate" is one of Wells Fargo's base rates
(not necessarily the lowest of such rates) and serves as the basis upon which
effective rates of interest are calculated for those loans making reference
thereto and is evidenced by the recording thereof after its announcement in such
internal publications as Wells Fargo may designate.

      "Base Rate Loan" means the portion of the Obligations that bears interest
at a rate determined by reference to the Base Rate.

      "Base Rate Margin" means 0.25 percentage points.

      "Board of Directors" means the board of directors (or comparable managers
or other equivalents) of any Borrower or any of its Restricted Subsidiaries or
any committee thereof duly authorized to act on behalf of the board of directors
(or comparable managers or other equivalents).

      "Borrower" and "Borrowers" have the respective meanings specified therefor
in the preamble to the Agreement.

      "Borrowing Base" means, as of any date of determination, the result of:

      (a) 85% of the amount of Eligible Accounts, less the amount, if any, of
the Dilution Reserve, plus

      (b) 65% of the net book value of Eligible Inventory, plus

      (c) 50% of the Eligible Equipment Book Value.

      "Borrowing Base Certificate" means a certificate in the form of Exhibit
B-l.

      "Business Day" means any day that is not a Saturday, Sunday, or other day
on which banks are authorized or required to close in the state of New York,
except that, if a determination of a Business Day shall relate to a LIBOR Rate
Loan, the term "Business Day" also shall exclude any day on which banks are
closed for dealings in Dollar deposits in the London interbank market.

      "Capital Expenditures" means, with respect to any Person for any period,
the aggregate of all expenditures by such Person and its Subsidiaries during
such period that are capital expenditures as determined in accordance with GAAP,
whether such expenditures are paid in cash or financed.

      "Capitalized Lease Obligation" means that portion of the obligations under
a Capital Lease that is required to be capitalized in accordance with GAAP.

      "Capital Lease" means a lease that is required to be capitalized for
financial reporting purposes in accordance with GAAP.

      "Cash Disposition Instruction" has the meaning specified therefor in
Section 2.7(b).

      "Cash Equivalents" means (a) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States or issued by any agency thereof
and backed by the full faith and credit of the United States, in each case
maturing within 1 year from the date of acquisition thereof, (b) marketable
direct obligations issued by any state of the United States or any political
subdivision of any such state or any public instrumentality thereof maturing
within 1 year from the date of acquisition thereof and, at the time of
acquisition, having one of the two highest ratings obtainable from either
Standard & Poor's Rating Group ("S&P") or Moody's Investors Service, Inc.
("Moody's"), (c) commercial paper maturing no more than 270 days from the date

                                        3


of creation thereof and, at the time of acquisition, having a rating of at least
A-l from S&P or at least P-l from Moody's, (d) certificates of deposit or
bankers' acceptances maturing within 1 year from the date of acquisition thereof
issued by any bank organized under the laws of the United States, any state
thereof or the District of Columbia or the United States branch of a foreign
bank having at the date of acquisition thereof combined capital and surplus of
not less than $250,000,000, (e) Deposit Accounts maintained with (i) any bank
that satisfies the criteria described in clause (d) above, or (ii) any other
bank organized under the laws of the United States or any state thereof so long
as the amount maintained with any such other bank is less than or equal to
$100,000 and is insured by the Federal Deposit Insurance Corporation, (f)
repurchase obligations of any commercial bank satisfying the requirements of
clause (d) of this definition or recognized securities dealer having combined
capital and surplus of net less than $250,000,000, provided that such repurchase
obligations have a term of not more than seven (7) days and are securities that
otherwise satisfy the criteria in clause (a) or (d) above, and (g) Investments
in money market funds substantially all of whose assets are invested in the
types of assets described in clauses (a) through (f) above.

      "Cash Management Account" has the meaning specified therefor in Section
2.7(a).

      "Cash Management Agreements" means those certain cash management
agreements, in form and substance reasonably satisfactory to Agent, each of
which is among a Borrower or one of its Restricted Subsidiaries, Agent, and one
of the Cash Management Banks.

      "Cash Management Bank" has the meaning specified therefor in Section
2.7(a).

      "Cash Sweep Instruction" has the meaning specified therefor in Section
2.7(b).

      "Change of Control" means that (a) after consummation of the Merger, Altra
Industrial fails to own or control, directly or indirectly, 100% of the Stock of
Parent having the right to vote for the election of members of the Board of
Directors thereof or (b) except for transactions permitted under Section 6.3 or
Section 6.4, any Borrower fails to own or control, directly or indirectly, 100%
of the Stock of each of its Subsidiaries that are Borrowers or Restricted
Subsidiaries (after giving effect to the Acquisition Transactions) having the
right to vote for the election of members of the Board of Directors thereof.

      "Closing Date" means the date of the making of the Term Loans hereunder or
the date on which Agent sends Administrative Borrower a written notice that each
of the conditions precedent set forth in Section 3.1 either have been satisfied
or have been waived.

      "Code" means the New York Uniform Commercial Code, as in effect from time
to time.

      "Collateral" means all assets and interests in assets and proceeds thereof
now owned or hereafter acquired by Borrowers or any of their respective
Restricted Subsidiaries in or upon which a Lien is granted under any of the Loan
Documents.

      "Collateral Access Agreement" means a landlord waiver, bailee letter, or
acknowledgement agreement of any lessor, warehouseman, processor, consignee, or
other Person in possession of, having a Lien upon, or having rights or interests
in Borrower's or any of their respective Restricted Subsidiaries' books and
records, Equipment or Inventory, in each case, in form and substance reasonably
satisfactory to Agent.

      "Collateral Cushion" means, as of any date of determination, the excess,
if any, of (a) Borrowing Base over (b) the sum of (i) the aggregate outstanding
principal balance of the Term Loans on such date, plus (ii) the aggregate
outstanding principal balance of the LC Obligations on such date, plus (iii) the
Letter of Credit Usage on such date.

                                        4


      "Collections" means all cash, checks, notes, instruments, and other items
of payment (including insurance proceeds, proceeds of cash sales, rental
proceeds, and tax refunds).

      "Commitment" means, with respect to each Lender, its Commitment, and, with
respect to all Lenders, their Commitments, in each case as such Dollar amounts
are set forth beside such Lender's name under the applicable heading on Schedule
C-l or in the Assignment and Acceptance pursuant to which such Lender became a
Lender hereunder, as such amounts may be reduced or increased from time to time
pursuant to assignments made in accordance with the provisions of Section 13.1.

      "Compliance Certificate" means a certificate substantially in the form of
Exhibit C-l delivered by the chief financial officer, controller, treasurer,
vice president of finance or another officer performing comparable duties to
those typically granted to any of the foregoing of Parent to Agent.

      "Consolidated EBITDA" means, with respect to any fiscal period, the sum
(without duplication) of:

      (a) Consolidated Net Income; and

      (b) to the extent Consolidated Net Income has been reduced thereby:

            (i) all income taxes paid or accrued in accordance with GAAP for
            such period;

            (ii) Interest Expense and interest attributable to write-offs of
            deferred financing costs;

            (iii) non-cash non-recurring charges;

            (iv) cash non-recurring charges in an aggregate amount not to exceed
            $1,000,000 in any fiscal year; and

            (v) Consolidated Non-cash Charges less any non-cash items increasing
            Consolidated Net Income for such period;

      all as determined on a consolidated basis in accordance with GAAP.

      "Consolidated Net Income" means, for any period, the aggregate net income
(or loss) of Parent and its Subsidiaries for such period on a consolidated
basis, determined in accordance with GAAP; provided, that there shall be
excluded therefrom (to the extent otherwise included therein):

      (a) gains from Asset Sales and extraordinary gains, in each case together
with any provision for taxes on such gains;

      (b) the net income (but not loss) of any Subsidiary of Parent to the
extent that the declaration of dividends or similar distributions by that
Subsidiary of that income is restricted by contract, operation of law or
otherwise;

                                        5



      (c) the net income (but not loss) of any Person, other than a Borrower or
a Restricted Subsidiary of any Borrower, except to the extent of cash dividends
or distributions paid to any Borrower or any of its Restricted Subsidiaries by
such Person;

      (d) any restoration to income of any material contingency reserve, except
to the extent that provision for such reserve was made out of Consolidated Net
Income accrued at any time following the Closing Date;

      (e) income or loss attributable to discontinued operations (including
without limitation, operations disposed of during such period whether or not
such operations were classified or discontinued);

      (f) all gains realized on or because of the purchase or other acquisition
by any Borrower, or any of their respective Restricted Subsidiaries of any
securities of such Person or any of its Restricted Subsidiaries;

      (g) the cumulative effect of a change in accounting principles; and

      (h) in the case of a successor to Parent by consolidation or merger or as
a transferee of the Parent's assets, any earnings of the successor corporation
prior to such consolidations, merger or transfer of assets.

      "Consolidated Non-cash Charges" mean, with respect to any Person, for any
period, the aggregate depreciation, amortization and other non-cash items and
expenses of such Person and its consolidated Subsidiaries to the extent they
reduce Consolidated Net Income of such Person for such period, determined on a
consolidated basis in accordance with GAAP (excluding any such charges
constituting an extraordinary item or loss or any such charge that requires an
accrual of or a reserve for cash charges for any future period).

      "Control Agreement" means a control agreement, in form and substance
reasonably satisfactory to Agent, executed and delivered by a Borrower or one of
their respective Restricted Subsidiaries, Agent, and the applicable securities
intermediary (with respect to a Securities Account) or bank (with respect to a
Deposit Account).

      "Controlled Foreign Corporation" means "controlled foreign corporation" as
defined in the IRC.

      "Copyright Security Agreement" has the meaning specified therefor in the
Security Agreement.

      "Daily Balance" means, as of any date of determination and with respect to
any Obligation, the amount of such Obligation owed at the end of such day.

      "Default" means an event, condition, or default that, with the giving of
notice, the passage of time, or both, would be an Event of Default.

      "Defaulting Lender" means any Lender that fails to make any extension of
credit that it is required to make hereunder on the date that it is required to
do so hereunder.

      "Defaulting Lender Rate" means (a) for the first 3 days from and after the
date the relevant payment is due, the Base Rate, and (b) thereafter, the
interest rate then applicable to Base Rate Loans (inclusive of the Base Rate
Margin applicable thereto).

                                        6


      "Deposit Account" means any deposit account (as that term is defined in
the Code).

      "Designated Account" means the Deposit Account of Administrative Borrower
identified on Schedule D-l.

      "Designated Account Bank" has the meaning specified therefor in Schedule
D-l.

      "Dilution" means, as of any date of determination, a percentage, based
upon the experience of the immediately prior 180 consecutive days, that is the
result of dividing the Dollar amount of (a) bad debt write-downs, discounts,
advertising allowances, credits, or other dilutive items with respect to
Borrowers' Accounts during such period, by (b) Borrowers' billings with respect
to Accounts during such period.

      "Dilution Reserve" means, as of any date of determination, an amount
sufficient to reduce the advance rate against Eligible Accounts by 1 percentage
point for each percentage point by which Dilution is in excess of 5.0%.

      "Disposition" has the meaning specified therefor in Section 6.4.

      "Dollars" or "$" means United States dollars.

      "EBITDA" means, with respect to any fiscal period and any Person, such
Person's and its Subsidiaries' consolidated net earnings (or loss), minus
extraordinary gains and interest income, plus interest expense, income taxes,
and depreciation and amortization for such period, in each case, as determined
in accordance with GAAP.

      "Eligible Accounts" means those Accounts created by a Borrower in the
ordinary course of its business, that arise out of its sale of goods or
rendition of services, and that are not excluded as ineligible by virtue of one
or more of the excluding criteria set forth below; provided, however, that such
criteria may be revised from time to time by Agent in Agent's Permitted
Discretion to address the results of any audit performed by Agent from time to
time after the Closing Date; provided, further, however, that Agent shall use
commercially reasonable efforts to notify Administrative Borrower at or before
the time such eligibility criteria are revised. In determining the amount to be
included, Eligible Accounts shall be calculated net of customer deposits and
unapplied cash. Eligible Accounts shall not include the following:

      (a) Accounts that the Account Debtor (i) has failed to pay within 90 days
(or, with respect to Accounts with selling terms of more than 60 days, 105 days)
after the original invoice date, (ii) are more than 60 days after the due date,
or (iii) Accounts with selling terms of more than 120 days,

      (b) Accounts owed by an Account Debtor (or its Affiliates) where 50% or
more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed
ineligible under clause (a) above,

      (c) Accounts with respect to which the Account Debtor is an Affiliate of
any Borrower or an employee or agent of any Borrower or any Affiliate of any
Borrower,

      (d) Accounts arising in a transaction wherein goods are placed on
consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale
on approval, a bill and hold, or any other terms by reason of which the payment
by the Account Debtor may be conditional,

      (e) Accounts that are not payable in Dollars,

                                        7



      (f) Accounts with respect to which the Account Debtor either (i) does not
maintain its chief executive office in the United States, or (ii) is not
organized under the laws of the United States or any state thereof, or (iii) is
the government of any foreign country or sovereign state, or of any state,
province, municipality, or other political subdivision thereof, or of any
department, agency, public corporation, or other instrumentality thereof, unless
(x) the Account is supported by an irrevocable letter of credit reasonably
satisfactory to Agent (as to form, substance, and issuer or domestic confirming
bank) that has been delivered to Agent and is directly drawable by Agent, or (y)
the Account is covered by credit insurance in form, substance, and amount, and
by an insurer, reasonably satisfactory to Agent,

      (g) Accounts with respect to which the Account Debtor is the United States
or any department, agency, or instrumentality of the United States or any state
of the United States (exclusive, however, of Accounts with respect to which the
applicable Borrower has complied, to the reasonable satisfaction of Agent, with
the Assignment of Claims Act, 31 USC Section 3727, or any similar state or local
law, if applicable),

      (h) Accounts with respect to which the Account Debtor claims a credit from
any Borrower, has or has asserted a right of setoff, or has disputed its
obligation to pay all or any portion of the Account, to the extent of such
claim, right of setoff, or dispute,

      (i) Accounts with respect to an Account Debtor whose total obligations
owing to Borrowers exceed 10% (such percentage, as applied to a particular
Account Debtor, being subject to reduction by Agent in its Permitted Discretion
if the creditworthiness of such Account Debtor deteriorates) of all Eligible
Accounts, to the extent of the obligations owing by such Account Debtor in
excess of such percentage; provided, however, that as to the following Account
Debtor, a percentage limitation of 20% (in lieu of 10%) shall apply for purposes
hereof: Motion Industries; provided, further, however, that, in each case, the
amount of Eligible Accounts that are excluded because they exceed the foregoing
percentage shall be determined by Agent based on all of the otherwise Eligible
Accounts prior to giving effect to any eliminations based upon the foregoing
concentration limit,

      (j) Accounts with respect to which the Account Debtor is subject to an
Insolvency Proceeding, is not Solvent, or as to which a Borrower has received
written notice of an imminent Insolvency Proceeding of such Account Debtor,

      (k) Accounts with respect to which the Account Debtor is located in a
state or jurisdiction (e.g., New Jersey, Minnesota, and West Virginia) that
requires, as a condition to access to the courts of such jurisdiction, that a
creditor qualify to transact business, file a business activities report or
other report or form, or take one or more other actions, unless the applicable
Borrower has so qualified, filed such reports or forms, or taken such actions
(and, in each case, paid any required fees or other charges), except to the
extent that the applicable Borrower may qualify subsequently as a foreign entity
authorized to transact business in such state or jurisdiction and gain access to
such courts, without incurring any cost or penalty viewed by Agent, in its
Permitted Discretion, to be significant in amount, and such later qualification
cures any access to such courts to enforce payment of such Account,

      (l) Accounts, the collection of which, Agent, in its Permitted Discretion,
believes to be doubtful by reason of the Account Debtor's financial condition,

      (m) Accounts that are not subject to a valid and perfected first priority
Agent's Lien,

                                        8


      (n) Accounts with respect to which (i) the goods giving rise to such
Account have not been shipped and billed to the Account Debtor, or (ii) the
services giving rise to such Account have not been performed and billed to the
Account Debtor, or

      (o) Accounts that represent the right to receive progress payments or
other advance billings that are due prior to the completion of performance by
the applicable Borrower of the subject contract for goods or services.

      "Eligible Equipment" means the Equipment of Borrowers located at the
locations identified on Schedules 4.5(a) and 4.5(b) hereto, as such schedules
may be amended or supplemented from time to time in accordance with the
Agreement.

      "Eligible Equipment Book Value" means the net book value of the Eligible
Equipment, such value to be as determined from time to time by a qualified
appraisal company selected by Agent, net of all related costs and expenses.

      "Eligible Finished Goods Inventory" means Inventory of Borrowers
consisting of first quality finished goods held for sale in the ordinary course
of Borrowers' business and that is not excluded as ineligible by virtue of one
or more of the excluding criteria set forth below; provided, however, that such
criteria may be revised from time to time by Agent in Agent's Permitted
Discretion to address the results of any audit or appraisal performed by Agent
from time to time after the Closing Date; provided, further, however, that Agent
shall use commercially reasonable efforts to notify Administrative Borrower at
or before the time such eligibility criteria are revised. In determining the
amount to be so included, Inventory shall be valued (unless otherwise agreed to
by Agent in its sole discretion) at the lower of cost computed on a first-in
first-out basis in accordance with GAAP or market value on a basis consistent
with Borrowers' historical accounting practices. An item of Inventory shall not
be included in Eligible Finished Goods Inventory if:

      (a) a Borrower does not have good, valid, and marketable title thereto,

      (b) it is not located at one of the locations in the continental United
States set forth on Schedules 4.5(a) and 4.5(b), as such schedules may be
amended from time to time in accordance with the Agreement (or in-transit from
one such location to another such location),

      (c) it is not subject to a valid and perfected first priority Agent's
Lien,

      (d) it consists of goods returned or rejected by a Borrower's customers,
or

      (e) it consists of goods that are obsolete or slow moving,
work-in-process, raw materials, or goods that constitute spare parts, packaging
and shipping materials, supplies used or consumed in a Borrower's business, bill
and hold goods, defective goods, "seconds," or Inventory acquired on
consignment.

      "Eligible Inventory" means, collectively, Eligible Finished Goods
Inventory and Eligible Raw Materials Inventory.

                                       9


      "Eligible Raw Materials Inventory" means Inventory of Borrowers consisting
of first quality raw materials to be used in Borrowers' production process and
that is not excluded as ineligible by virtue of one or more of the excluding
criteria set forth below; provided, however, that such criteria may be revised
from time to time by Agent in Agent's Permitted Discretion to address the
results of any audit or appraisal performed by Agent from time to time after the
Closing Date; provided, further, however, that Agent shall use commercially
reasonable efforts to notify Administrative Borrower at or before the time such
eligibility criteria are revised. In determining the amount to be so included,
Inventory shall be valued (unless otherwise agreed to by Agent in its sole
discretion) at the lower of cost computed on a first-in first-out basis in
accordance with GAAP or market value on a basis consistent with Borrowers'
historical accounting practices. An item of Inventory shall not be included in
Eligible Raw Materials Inventory if:

      (a) a Borrower does not have good, valid, and marketable title thereto,

      (b) it is not located at one of the locations in the continental United
States set forth on Schedules 4.5(a) and 4.5(b), as such schedules may be
amended or supplemented from time to time in accordance with the Agreement (or
in-transit from one such location to another such location),

      (c) it is not subject to a valid and perfected first priority Agent's
Lien, or

      (d) it consists of goods that are obsolete or slow moving,
work-in-process, finished goods, or goods that constitute spare parts, packaging
and shipping materials, supplies used or consumed in a Borrower's business, bill
and hold goods, defective goods, "seconds," or Inventory acquired on
consignment.

      "Eligible Transferee" means (a) a commercial bank organized under the laws
of the United States, or any state thereof, and having total assets in excess of
$250,000,000, (b) a commercial bank organized under the laws of any other
country which is a member of the Organization for Economic Cooperation and
Development or a political subdivision of any such country and which has total
assets in excess of $250,000,000, provided that such bank is acting through a
branch or agency located in the United States, (c) a finance company, insurance
company, or other financial institution or fund that is engaged in making,
purchasing, or otherwise investing in commercial loans in the ordinary course of
its business and having (together with its Affiliates) total assets in excess of
$250,000,000, (d) any Affiliate (other than individuals) of a Lender, (e) so
long as no Event of Default has occurred and is continuing, any other Person
approved by Agent and Administrative Borrower (which approval of Administrative
Borrower shall not be unreasonably withheld, delayed, or conditioned), and (f)
during the continuation of an Event of Default, any other Person approved by
Agent.

      "Environmental Actions" means any complaint, summons, citation, notice,
directive, order, claim, litigation, investigation, judicial or administrative
proceeding or judgment from any Governmental Authority, or any third party
alleging violations of Environmental Laws or releases of Hazardous Materials in
violation of Environmental Laws from (a) any assets, properties, or businesses
of any Borrower, any of their respective Subsidiaries, or any of their
predecessors in interest, (b) from adjoining properties or businesses, or (c)
from or onto any facilities which received Hazardous Materials generated by any
Borrower, any of their respective Subsidiaries, or any of their predecessors in
interest.

      "Environmental Claim" has the meaning specified therefore in Section 4.14.

      "Environmental Law" means any applicable federal, state, provincial,
foreign or local statute, law, rule, regulation, ordinance, code, binding and
enforceable guideline, binding and enforceable written policy or rule of common
law now or hereafter in effect and in each case as amended, or any binding
judicial or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, in each case, to the extent
binding on any Borrower or any of their respective Subsidiaries, relating to the
environment, or the effect of the environment on employee health, in each case
as amended from time to time.

                                       10


      "Environmental Liabilities" means all liabilities, monetary obligations,
losses, damages, punitive damages, consequential damages, treble damages, costs
and expenses (including all reasonable fees, disbursements and expenses of
counsel, experts, or consultants, and costs of investigation and feasibility
studies), fines, penalties, sanctions, and interest incurred as a result of any
claim or demand, or Remedial Action required, by any Governmental Authority or
any third party, and which relate to any Environmental Action.

      "Environmental Lien" means any Lien in favor of any Governmental Authority
for Environmental Liabilities.

      "Equipment" means equipment (as that term is defined in the Code).

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, from time to time, and the regulations promulgated thereunder.

      "ERISA Affiliate" means each business or entity which is a member of a
"controlled group of corporations", under "common control" or an "affiliated
service group" with any Borrower or any of its Restricted Subsidiaries within
the meaning of Section 414(b), (c) or (m) of the IRC, required to be aggregated
with any Borrower or any of its Restricted Subsidiaries under Section 414(o) of
the IRC, or is under "common control" with any Borrower or any of its Restricted
Subsidiaries, within the meaning of Section 4001(a)(14) of ERISA.

      "ERISA Event" means (a) a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such Section with respect to a Pension
Plan, excluding, however, such events as to which the PBGC by regulation has
waived the requirement of Section 4043(a) of ERISA that it be notified within 30
days of the occurrence of such event; (b) a withdrawal by any Borrower, any of
their respective Restricted Subsidiaries, or any ERISA Affiliate from a Pension
Plan or the termination of any Pension Plan resulting in liability under
Sections 4063 or 4064 of ERISA; (c) the withdrawal of any Borrower, any of their
respective Restricted Subsidiaries, or ERISA Affiliate in a complete or partial
withdrawal (within the meaning of Section 4203 and 4205 of ERISA) from any
Multiemployer Plan if there is any potential liability therefor, or the receipt
by any Borrower, any of their respective Restricted Subsidiaries, or ERISA
Affiliate of notice from any Multiemployer Plan that it is in reorganization or
insolvency pursuant to Section 4241 or 4245 of ERISA; (d) the filing of a notice
of intent to terminate, the treatment of a plan amendment as a termination under
Section 4041(c) of ERISA, or the treatment of a plan amendment as a termination
under Section 4041(e) of ERISA, or the commencement of proceedings by the PBGC
to terminate a Pension Plan; (e) the imposition of liability on any Borrower,
any of their respective Restricted Subsidiaries, or any ERISA Affiliate pursuant
to Sections 4062(e) or 4069 of ERISA or by reason of the application of Section
4212(c) of ERISA; (f) the failure by any Borrower, any of their respective
Restricted Subsidiaries, or any ERISA Affiliate to make any required
contribution to a Pension Plan, or the failure to meet the minimum funding
standard of Section 412 of the IRC with respect to any Pension Plan (whether or
not waived in accordance with Section 412(d) of the IRC) or the failure to make
by its due date a required installment under Section 412(m) of the IRC with
respect to any Pension Plan or the failure to make any required contribution to
a Multiemployer Plan; (g) an event or condition which might reasonably be
expected to constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Pension Plan or
Multiemployer Plan; (h) the imposition of any material liability under Title IV
of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon any Borrower, any of their respective Restricted Subsidiaries or any
ERISA Affiliate; (i) an application for a funding waiver under Section 303 of
ERISA or an extension of any amortization period pursuant to Section 412 of the
IRC with respect to any Pension Plan; (j) the occurrence of a non-exempt
prohibited transaction under Sections 406 or 407 of ERISA for which any
Borrower, or any of their respective Restricted Subsidiaries, may be directly or
indirectly liable and which is reasonably expected to result in a material

                                       11


liability to any Borrower or any of its Restricted Subsidiaries; (k) the
occurrence of an act or omission which could give rise to the imposition on any
Borrower, any of their respective Restricted Subsidiaries, or any ERISA
Affiliate of material fines, material penalties, material taxes or material
related charges under Chapter 43 of the IRC or under Sections 409, 502(c), (i)
or (1) or 4071 of ERISA; (1) the assertion of a material claim (other than
routine claims for benefits) against any Plan or the assets thereof, or against
any Borrower or any of its Restricted Subsidiaries in connection with any such
Plan; (m) receipt from the Internal Revenue Service of notice of the failure of
any Qualified Plan to qualify under Section 401(a) of the IRC, or the failure of
any trust forming part of any Qualified Plan to fail to qualify for exemption
from taxation under Section 501(a) of the IRC; or (n) the imposition of any lien
on any of the rights, properties or assets of any Borrower, any of their
respective Restricted Subsidiaries, or any ERISA Affiliate, in either case
pursuant to Section 302(f) of ERISA or Title IV of ERISA or to the penalty or
excise tax provisions of the IRC or to Section 401(a)(29) or 412(n) of the IRC.

      "Event of Default" has the meaning specified therefor in Section 7.

      "Exchange Act" means the Securities Exchange Act of 1934, as in effect
from time to time.

      "Existing Letters of Credit" means the Letters of Credit set forth on
Schedule 2.12 hereto.

      "Extraordinary Receipts" means any cash received by Parent or any of its
Subsidiaries not in the ordinary course of business, including (a) foreign,
United States, state or local tax refunds, (b) pension plan reversions, (c)
proceeds of insurance (including key man life insurance and business
interruption insurance, but excluding any casualty insurance), (d) judgments,
proceeds of settlements or other consideration of any kind in connection with
any cause of action, (e) indemnity payments, and (f) any purchase price
adjustment received in connection with any purchase agreement.

      "FAC" has the meaning specified therefor in the recitals to the Agreement.

      "Fair Market Value" means, with respect to any asset or property, the
price which could be negotiated in an arm's length, free market transaction, for
cash, between a willing seller and a willing and able buyer, neither of whom is
under undue pressure or compulsion to complete the transaction. Fair Market
Value shall be determined by the Board of Directors of a Loan Party acting
reasonably and in good faith, and shall be evidenced by a resolution of such
Loan Party's Board of Directors.

      "Fee Letter" means that certain fee letter between Borrowers and Agent, in
form and substance reasonably satisfactory to Agent.

      "Fixed Charges" means with respect to Parent and its Subsidiaries for any
period, the sum, without duplication, of (a) Interest Expense, (b) principal
payments required to be paid during such period in respect of Indebtedness, and
(c) all federal, state, and local income taxes accrued for such period.

      "Fixed Charge Coverage Ratio" means, with respect to Parent and its
Subsidiaries for any period, the ratio of (a) Consolidated EBITDA for such
period minus Capital Expenditures made (to the extent not already incurred in a
prior period) or incurred during such period, to (b) Fixed Charges for such
period.

      "Foreign Lender" has the meaning specified therefore in Section
15.11(b)(i).

      "Funding Losses" has the meaning specified therefor in Section
2.13(b)(ii).

                                       12


      "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States, consistently applied.

      "Governing Documents" means, with respect to any Person, the certificate
or articles of incorporation, by-laws, or other organizational documents of such
Person.

      "Governmental Authority" means any federal, state, local, or other
governmental or administrative body, instrumentality, board, department, or
agency or any court, tribunal, administrative hearing body, arbitration panel,
commission, or other similar dispute-resolving panel or body.

      "Guarantors" means each Restricted Subsidiary of Parent that is not a
Borrower and each other Subsidiary of Parent that executes a joinder to the
Guaranty after the Closing Date in accordance with Section 5.16; and "Guarantor"
means any one of them.

      "Guaranty" means that certain general continuing guaranty executed and
delivered by each Guarantor in favor of Agent for the benefit of the Lender
Group, in form and substance satisfactory to Agent.

      "Hazardous Materials" means (a) substances that are defined or listed in,
or otherwise classified pursuant to, any applicable Environmental Laws or
regulations as "hazardous substances," "hazardous materials," "hazardous
wastes," "toxic substances," or any other formulation intended to define, list,
or classify substances by reason of deleterious properties such as ignitability,
corrosivity, reactivity, carcinogenicity, reproductive toxicity, or "EP
toxicity," (b) oil, petroleum, or petroleum derived substances, natural gas,
natural gas liquids, synthetic gas, drilling fluids, produced waters, and other
wastes associated with the exploration, development, or production of crude oil,
natural gas, or geothermal resources, (c) any flammable substances or explosives
or any radioactive materials, and (d) asbestos in any form or electrical
equipment that contains any oil or dielectric fluid containing levels of
polychlorinated biphenyls in excess of 50 parts per million.

      "Hedge Agreement" means any and all agreements, or documents now existing
or hereafter entered into by a Borrower or any of their respective Restricted
Subsidiaries that provide for an interest rate, credit, commodity or equity
swap, cap, floor, collar, forward foreign exchange transaction, currency swap,
cross currency rate swap, currency option, or any combination of, or option with
respect to, these or similar transactions, for the purpose of hedging a
Borrower's or any of their respective Restricted Subsidiaries' exposure to
fluctuations in interest or exchange rates, loan, credit exchange, security or
currency valuations or commodity prices.

      "Holdout Lender" has the meaning specified therefor in Section 14.2(a).

      "Indebtedness" means (a) all obligations for borrowed money, (b) all
obligations evidenced by bonds, debentures, notes, or other similar instruments
and all reimbursement or other obligations in respect of letters of credit,
bankers acceptances, (c) all obligations as a lessee under Capital Leases, (d)
all obligations or liabilities of others secured by a Lien on any asset of a
Person or its Subsidiaries, irrespective of whether such obligation or liability
is assumed (with the amount of such Indebtedness being the lesser of the
Indebtedness secured thereby or the book value of the assets constituting
security therefor), (e) all obligations to pay the deferred purchase price of
assets (other than trade payables incurred in the ordinary course of business
and repayable in accordance with customary trade practices), (f) all obligations
owing under Hedge Agreements, and (g) any obligation guaranteeing or intended to
guarantee (whether directly or indirectly guaranteed, endorsed, co-made,
discounted, or sold with recourse) any obligation of any other Person that
constitutes Indebtedness under any of clauses (a) through (f) above.

                                       13


      "Indenture" has the meaning specified therefor in the recitals to the
Agreement.

      "Indenture Documents" means the Indenture, the Indenture Supplement, the
Senior Notes, the Collateral Agreements (as defined in the Indenture), and all
other documents, instruments and agreements executed or delivered by any of the
Parent and its Subsidiaries in connection therewith.

      "Indenture Supplement" has the meaning specified therefor in the recitals
to the Agreement.

      "Indemnified Liabilities" has the meaning specified therefor in Section
10.3.

      "Indemnified Person" has the meaning specified therefor in Section 10.3.

      "Independent Financial Advisor" means a nationally-recognized accounting,
appraisal or investment banking firm: (i) that does not, and whose directors,
officers and employees or Affiliates do not, have a direct or indirect financial
interest in Parent; and (ii) that, in the judgment of the Board of Directors of
Parent, is otherwise independent and qualified to perform the task for which it
is to be engaged.

      "Insolvency Proceeding" means any proceeding commenced by or against any
Person under any provision of the Bankruptcy Code or under any other state or
federal bankruptcy or insolvency law, assignments for the benefit of creditors,
formal or informal moratoria, compositions, extensions generally with creditors,
or proceedings seeking reorganization, arrangement, or other similar relief and
including the appointment of a trustee, receiver, administrative receiver,
administrator or similar officer.

      "Intercompany Subordination Agreement" means a subordination agreement
executed and delivered by Borrowers, each of their respective Restricted
Subsidiaries and Agent, the form and substance of which is reasonably
satisfactory to Agent.

      "Intercreditor Agreement" means the Intercreditor Agreement dated as of
November 30, 2004, as amended and restated as of the date hereof, among WFF, in
its capacity as agent hereunder, WFF, in its capacity as agent under the Altra
Senior Credit Agreement, and Trustee, as amended, modified, supplemented or
restated from time to time.

      "Interest Expense" means, for any period, the aggregate of the interest
expense of Parent and its Restricted Subsidiaries for such period, determined on
a consolidated basis in accordance with GAAP, and including, without
duplication, (a) all amortization or accretion of original issue discount; (b)
the interest component of Capitalized Lease Obligations paid, accrued and/or
scheduled to be paid or accrued by Parent and its Restricted Subsidiaries during
such period; and (c) net cash costs under all Interest Swap Obligations
(including amortization of fees).

      "Interest Period" means, with respect to each LIBOR Rate Loan, a period
commencing on the date of the making of such LIBOR Rate Loan (or the
continuation of a LIBOR Rate Loan or the conversion of a Base Rate Loan to a
LIBOR Rate Loan) and ending 1, 2, 3 or 6 months thereafter; provided, however,
that (a) if any Interest Period would end on a day that is not a Business Day,
such Interest Period shall be extended (subject to clauses (c)-(e) below) to the
next succeeding Business Day, (b) interest shall accrue at the applicable rate
based upon the LIBOR Rate from and including the first day of each Interest
Period to, but excluding, the day on which any Interest Period expires, (c) any
Interest Period that would end on a day that is not a Business Day shall be
extended to the next succeeding Business Day unless such Business Day falls in
another calendar month, in which case such Interest Period shall end on the next
preceding Business Day, (d) with

                                       14


respect to an Interest Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period), the Interest Period shall
end on the last Business Day of the calendar month that is 1, 2, 3 or 6 months
after the date on which the Interest Period began, as applicable, and (e)
Borrowers (or Administrative Borrower on behalf thereof) may not elect an
Interest Period which will end after the Maturity Date.

     "Interest Swap Obligations" means the obligations of any Person pursuant to
any arrangement with any other Person, whereby, directly or indirectly, such
Person is entitled to receive from time to time periodic payments calculated by
applying either a floating or a fixed rate of interest on a stated notional
amount in exchange for periodic payments made by such other Person calculated by
applying a fixed or a floating rate of interest on the same notional amount and
shall include, without limitation, interest rate swaps, caps, floors, collars
and similar agreements.

     "Inventory" means inventory (as that term is defined in the Code).

     "Investment" means, with respect to any Person, any investment by such
Person in any other Person (including Affiliates) in the form of loans,
guarantees, advances, or capital contributions (excluding (a) commission,
travel, and similar advances to officers, directors, employees and consultants
of such Person made in the ordinary course of business, and (b) extensions of
trade credit arising in the ordinary course of business consistent with past
practice), purchases or other acquisitions of Indebtedness, Stock, or all or
substantially all of the assets of such other Person (or of any division or
business line of such other Person), and any other items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.

     "IRC" means the Internal Revenue Code of 1986, as in effect from time to
time, and the regulations promulgated thereunder.

     "Issuing Lender" means WFF or any other Lender that, at the request of
Administrative Borrower and with the consent of Agent (not to be unreasonably
withheld, conditioned or delayed), agrees, in such Lender's sole discretion, to
become an Issuing Lender for the purpose of issuing L/Cs or L/C Undertakings
pursuant to Section 2.12 with respect to the Existing Letters of Credit.

     "L/C" has the meaning specified therefor in Section 2.12(a).

     "L/C Disbursement" means a payment made by the Issuing Lender pursuant to a
Letter of Credit.

     "LC Obligations" has the meaning specified therefor in Section 2.12(a).

     "L/C Undertaking" has the meaning specified therefor in Section 2.12(a).

     "Lender" and "Lenders" have the respective meanings set forth in the
preamble to the Agreement, and shall include any other Person made a party to
the Agreement in accordance with the provisions of Section 13.1.

     "Lender Group" means, individually and collectively, each of the Lenders
(including the Issuing Lender) and Agent.

                                       15

     "Lender Group Expenses" means all (a) costs or expenses (including taxes,
and insurance premiums) required to be paid by any Borrower or any of its
Restricted Subsidiaries under any of the Loan Documents that are paid, advanced,
or incurred by the Lender Group, (b) fees or charges paid or incurred by Agent
in connection with the Lender Group's transactions with any Borrower or any of
its Restricted Subsidiaries, including, fees or charges for photocopying,
notarization, couriers and messengers, telecommunication, public record searches
(including tax lien, litigation, and UCC searches and including searches with
the patent and trademark office, the copyright office, or the department of
motor vehicles), filing, recording, publication, appraisal (including periodic
collateral appraisals or business valuations to the extent of the fees and
charges (and up to the amount of any limitation) contained in the Agreement),
real estate surveys, real estate title policies and endorsements, and
environmental audits, (c) costs and expenses incurred by Agent in the
disbursement of funds to Borrowers or other members of the Lender Group (by wire
transfer or otherwise), (d) charges paid or incurred by Agent resulting from the
dishonor of checks, (e) reasonable costs and expenses paid or incurred by the
Lender Group to correct any default or enforce any provision of the Loan
Documents, or in gaining possession of, maintaining, handling, preserving,
storing, shipping, selling, preparing for sale, or advertising to sell the
Collateral, or any portion thereof, irrespective of whether a sale is
consummated, (f) audit fees and expenses of Agent related to any inspections or
audits to the extent of the fees and charges (and up to the amount of any
limitation) contained in the Agreement, (g) reasonable costs and expenses of
third party claims or any other suit paid or incurred by the Lender Group in
enforcing or defending the Loan Documents or in connection with the transactions
contemplated by the Loan Documents or the Lender Group's relationship with any
Borrower or any of its Restricted Subsidiaries, (h) Agent's and each Lender's
reasonable costs and expenses (including attorneys fees) incurred in advising,
structuring, drafting, reviewing, administering, syndicating, or amending the
Loan Documents, and (i) Agent's and each Lender's reasonable costs and expenses
(including attorneys, accountants, consultants, and other advisors fees and
expenses) incurred in terminating, enforcing (including attorneys, accountants,
consultants, and other advisors fees and expenses incurred in connection with a
"workout," a "restructuring," or an Insolvency Proceeding concerning any
Borrower or any of its Restricted Subsidiaries or in exercising rights or
remedies under the Loan Documents), or defending the Loan Documents,
irrespective of whether suit is brought, or in taking any Remedial Action
concerning the Collateral.

     "Lender-Related Person" means, with respect to any Lender, such Lender,
together with such Lender's Affiliates, officers, directors, employees,
attorneys, and agents.

     "Letter of Credit" means an L/C or an L/C Undertaking, as the context
requires.

     "Letter of Credit Usage" means, as of any date of determination, the
aggregate undrawn amount of all outstanding Letters of Credit.

     "LIBOR Deadline" has the meaning specified therefor in Section 2.13(b)(i).

     "LIBOR Notice" means a written notice in the form of Exhibit L-1.

     "LEBOR Option" has the meaning specified therefor in Section 2.13(a).

     "LIBOR Rate" means, for each Interest Period for each LIBOR Rate Loan, the
rate per annum determined by Agent (rounded upwards, if necessary, to the next
1/100%) by dividing (a) the Base LIBOR Rate for such Interest Period, by (b)
100% minus the Reserve Percentage. The LIBOR Rate shall be adjusted on and as of
the effective day of any change in the Reserve Percentage.

     "LIBOR Rate Loan" means each portion of an Obligation that bears interest
at a rate determined by reference to the LIBOR Rate.

     "LIBOR Rate Margin" means 1.75 percentage points.

                                       16


     "Lien" means, with respect to any asset, any mortgage, lien (statutory or
other), charge, deed of trust, encumbrance, pledge, hypothecation, assignment,
deposit arrangement, security agreement, conditional sale or trust receipt, or
other security interest in, on or of such asset to secure or provide for the
payment of any obligation of any Person, whether arising by contract, operation
of law or otherwise, and also includes reservations, exceptions, encroachments,
easements, rights-of-way, covenants, conditions, restrictions, leases, and other
title exceptions and encumbrances affecting Real Property.

     "Limiter Excess" has the meaning specified therefor in Section 2.4(d)(i).

     "Loan Account" has the meaning specified therefor in Section 2.10.

     "Loan Documents" means the Agreement, the Cash Management Agreements, the
Copyright Security Agreement, the Control Agreements, the Fee Letter, the
Guaranty, the Intercompany Subordination Agreement, the Intercreditor Agreement,
the Letters of Credit, the Mortgages, the Patent Security Agreement, the
Security Agreement, the Trademark Security Agreement, executed by any Loan Party
in connection with the Agreement, and any other agreement entered into, now or
in the future, by any Loan Party and the Lender Group in connection with the
Agreement.

     "Loan Parties" means, collectively, Borrowers and Guarantors, and "Loan
Party" means any one of them.

     "M&T Facility" has the meaning specified therefor in the recitals to the
Agreement.

     "Material Adverse Change" means (a) a material adverse change in the
business, operations, assets, liabilities or condition (financial or otherwise)
of Borrowers and their Restricted Subsidiaries, taken as a whole, (b) a material
impairment of a Borrower's or any of its Restricted Subsidiaries' ability to
perform its obligations under the Loan Documents to which it is a party or of
the Lender Group's ability to enforce the Obligations or realize upon the
Collateral, or (c) a material impairment of the enforceability or priority of
the Agent's Liens with respect to the Collateral as a result of an action or
failure to act on the part of a Borrower or a Restricted Subsidiary of a
Borrower.

     "Material Contract" means, with respect to any Person, any contract or
agreement, whether entered into as of the Closing Date or after the Closing
Date, if the breach of any such contract or agreement or the failure of any such
contract or agreement to be in full force and effect could be reasonably
expected to result in a Material Adverse Change.

     "Maturity Date" has the meaning specified therefor in Section 3.3.

     "Merger" has the meaning specified therefor in the recitals to the
Agreement.

     "Merger Agreement" has the meaning specified therefor in the recitals to
the Agreement.

     "Moody's" has the meaning specified therefore in the definition of Cash
Equivalents.

     "Mortgages" means, individually and collectively, one or more mortgages,
deeds of trust, or deeds to secure debt, executed and delivered by any Borrower
or any of its Restricted Subsidiaries in favor of Agent, in form and substance
reasonably satisfactory to Agent, that encumber the Real Property Collateral.

                                       17

     "Multiemployer Plan" means a "multiemployer plan" (within the meaning of
Section 3(37) of ERISA) to which any Borrower, any of its Restricted
Subsidiaries, or any ERISA Affiliate makes, is making, is obligated, or within
the last six years has been obligated, to make contributions.

     "Net Cash Proceeds" means (a) with respect to the sale or issuance by any
Person of any shares of its Stock, the aggregate amount of cash received
(directly or indirectly) from time to time (whether as initial consideration or
through the payment or disposition of deferred consideration) by or on behalf of
such Person in connection therewith, after deducting therefrom only (i) costs
and expenses related thereto incurred by such Person in connection therewith
(including, without limitation, legal, accounting and investment banking fees,
and underwriting discounts and commissions), (ii) transfer taxes paid by such
Person in connection therewith and (iii) net income taxes to be paid in
connection therewith (after taking into account any tax credits or deductions
and any tax sharing arrangements), and (b) with respect to any sale or
disposition by any Person thereof of property or assets, the amount of
Collections received (directly or indirectly) from time to time (whether as
initial consideration or through the payment of deferred consideration) by or on
behalf of such Person in connection therewith after deducting therefrom only (i)
the amount of any Indebtedness secured by any Permitted Lien on any asset (other
than (A) Indebtedness owing to Agent or any Lender under the Agreement or the
other Loan Documents and (B) Indebtedness assumed by the purchaser of such
asset) which is required to be, and is, repaid in connection with such
disposition, (ii) reasonable expenses related thereto incurred by such Person in
connection therewith, and (iii) taxes paid or payable to any taxing authorities
by such Person in connection therewith, in each case to the extent, but only to
the extent, that the amounts so deducted are, at the time of receipt of such
cash, actually paid or payable to a Person that is not an Affiliate and are
properly attributable to such transaction.

     "Obligations" means all loans, Term Loans, LC Obligations, debts,
principal, interest (including any interest that accrues after the commencement
of an Insolvency Proceeding regardless of whether allowed or allowable in whole
or in part as a claim in any such Insolvency Proceeding), contingent
reimbursement obligations with respect to outstanding Letters of Credit,
premiums, liabilities (including all amounts charged to Borrowers' Loan Account
pursuant hereto), obligations (including indemnification obligations), fees
(including the fees provided for in the Fee Letter), charges, costs, Lender
Group Expenses (including any fees or expenses that accrue after the
commencement of an Insolvency Proceeding, regardless of whether allowed or
allowable in whole or in part as a claim in any such Insolvency Proceeding),
guaranties, covenants, and duties of any kind and description owing by Borrowers
to the Lender Group pursuant to or evidenced by the Loan Documents and
irrespective of whether for the payment of money, whether direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising,
and including all interest not paid when due and all Lender Group Expenses that
Borrowers are required to pay or reimburse by the Loan Documents, by law, or
otherwise. Any reference in the Agreement or in the Loan Documents to the
Obligations shall include all or any portion thereof and any extensions,
modifications, renewals, or alterations thereof, both prior and subsequent to
any Insolvency Proceeding.

     "Originating Lender" has the meaning specified therefor in Section 13.1(e).

     "Parent" has the meaning specified therefor in the preamble to the
Agreement.

     "Participant" has the meaning specified therefor in Section 13.1(e).

     "Patent Security Agreement" has the meaning specified therefore in the
Security Agreement.

                                       18


     "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

     "Pension Plan" means an employee pension benefit plan (as defined in
Section 3(2) of ERISA) other than a Multiemployer Plan (a) that is or has within
the last six years maintained or sponsored by any Borrower, any of its
Restricted Subsidiaries, or any ERISA Affiliate or to which any Borrower, any of
its Restricted Subsidiaries, or any ERISA Affiliate has within the last six
years made, or was obligated to make, contributions, and (b) that is or was
subject to Section 412 of the IRC, Section 302 of ERISA or Title IV of ERISA.

     "Permitted Discretion" means a determination made in the exercise of
reasonable (from the perspective of a secured asset-based lender) business
judgment.

     "Permitted Dispositions" means:

     (a) Disposition of assets that are substantially worn, damaged, or obsolete
in the ordinary course of business,

     (b) sales of Inventory in the ordinary course of business including
intercompany sales at transfer prices, prescribed by the IRC,

     (c) the use or transfer of money or Cash Equivalents,

     (d) the licensing of patents, trademarks, copyrights, and other
intellectual property rights in the ordinary course of business,

     (e) the transfer of assets from any Loan Party to another Loan Party,

     (f) Dispositions permitted by Sections 6.3 and 6.12 and Liens permitted by
Section 6.2,

     (g) leases, subleases, licenses or sublicenses of property in the ordinary
course of business and which do not materially interfere with the business of
any Borrower or any of the Restricted Subsidiaries,

     (h) the transfer of assets (i) among the Borrowers and the Restricted
Subsidiaries and (ii) from the Borrowers and the Restricted Subsidiaries to
Unrestricted Subsidiaries, provided that any sale, transfer or disposition
pursuant to this clause (ii) for a cash price less than the Fair Market Value of
such assets shall be deemed to be an Investment subject to Section 6.12;

     (i) Disposition of property to the extent that (i) such property is
exchanged for credit against the purchase price of similar replacement property
or (ii) the proceeds of such Disposition are promptly applied to the purchase
price of such replacement property;

     (j) Dispositions of accounts receivable that are not Eligible Accounts in
connection with the collection or compromise thereof;

     (k) subject to Section 2.4(d) and Section 5.8 of the Agreement, transfers
of property arising directly from condemnation and casualty events; and

                                       19


     (l) so long as no Default or Event of Default has occurred and is
continuing or would result therefrom, Dispositions not otherwise permitted in
clauses (a) through (k) so long as (i) after giving effect thereto, the Fair
Market Value of the assets so disposed would not exceed $5,000,000 in the
aggregate during the term of the Agreement, (ii) Administrative Borrower shall
have given Agent at least five (5) days prior written notice of its intent to
make a Disposition subject to this clause (1), such notice to describe the
assets that Borrowers intend to dispose of, and (iii) 100% of the net book value
of the proceeds from such Dispositions shall be used to pay any outstanding LC
Obligations and Term Loans in accordance with Section 2.4(d)(ii).

     "Permitted Investments" means:

     (a) Investments in cash and Cash Equivalents,

     (b) Investments in negotiable instruments for collection,

     (c) advances made in connection with purchases of goods or services in the
ordinary course of business,

     (d) Investments received in settlement of amounts due to any Borrower or
any Restricted Subsidiary effected in the ordinary course of business or owing
to any Borrower or any Restricted Subsidiary as a result of Insolvency
Proceedings involving an Account Debtor, supplier or in respect of any other
Investment or upon the foreclosure or enforcement of any Lien in favor of a
Borrower or a Restricted Subsidiary;

     (e) so long as no Default or Event of Default has occurred and is
continuing or would result therefrom, Investments by any Loan Party in a newly
created Restricted Subsidiary that is or immediately after such Investment will
be a Guarantor;

     (f) Investments among Borrowers and the Restricted Subsidiaries;

     (g) Investments in the Senior Notes, the Unsecured Notes and under the
Altra Senior Credit Agreement;

     (h) Hedge Agreements entered into in the ordinary course of Loan Parties'
businesses and otherwise permitted under the Agreement;

     (i) Investments consisting of consideration received by a Loan Party as a
result of a Permitted Disposition;

     (j) Investments existing on the Closing Date and disclosed in Schedule P-2
hereto and any modification, replacement, renewal or extension thereof; provided
that the amount of the original Investment is not increased by the terms of such
Investment and such modification, replacement, renewal or extension is otherwise
permitted by Section 6.12;

     (k) Investments consisting of Indebtedness, Liens, fundamental changes,
Dispositions, and Capital Expenditures permitted under Sections 6.1, 6.2, 6.3,
6.4, and 6.16(b), respectively;

     (l) the Acquisition Transactions;

     (m) Guarantees by Borrowers or any Restricted Subsidiary of leases (other
than Capital Lease Obligations) or of other obligations that do not constitute
Indebtedness, in each case entered into in the ordinary course of business;

     (n) loans and advances to employees, officers and directors of Parent or
any of its Subsidiaries, in the ordinary course of business, consistent with
past practice, for bona fide business purposes and in accordance with applicable
laws, in an aggregate amount not to exceed $500,000 at any time outstanding;

                                       20


     (o) so long as no Default or Event of Default has occurred and is
continuing or would result therefrom, Investments in any Unrestricted Subsidiary
by any Loan Party, provided that (i) the aggregate amount of such Investments at
any time outstanding does not exceed $10,000,000 (valued at cost at the time of
making thereof, which for purposes of Dispositions pursuant to clause (h)(ii) of
the definition of Permitted Dispositions shall be deemed to be the amount by
which the Fair Market Value exceeds the price received in cash, net of return of
return of capital, dividends, principal or similar amounts) and (ii) after
giving effect to each such Investment, Borrowers shall have a Collateral Cushion
of at least $2,500,000;

     (p) loans and advances to Parent and the distribution or declaration or
payment of dividends on Parent's Stock to Altra Industrial, and

     (q) other Investments that (net of any cash repayment of or return on such
Investments theretofore received) do not exceed $2,500,000 in any fiscal year so
long as (i) no Default or Event of Default has occurred and is continuing or
would result therefrom and (ii) after giving effect to each such Investment,
Borrowers shall have a Collateral Cushion of not less than $2,500,000.

     "Permitted Liens" means:

     (a) Liens held by Agent or Lenders to secure the Obligations,

     (b) Liens for unpaid taxes, assessments, or other governmental charges or
levies that either (i) are not yet delinquent, or (ii) do not constitute an
Event of Default and for which the underlying taxes, assessments, charges or
levies are the subject of Permitted Protests,

     (c) Liens set forth on Schedule P-1,

     (d) judgment Liens that do not constitute an Event of Default under Section
7.7 of the Agreement,

     (e) the interests of lessors, sublessors or licensors under operating
leases,

     (f) purchase money Liens or the interests of lessors under Capital Leases
to the extent that such Liens or interests secure Permitted Purchase Money
Indebtedness and so long as such Lien attaches only to the asset purchased or
acquired and the proceeds thereof,

     (g) Liens arising by operation of law in favor of warehousemen, landlords,
carriers, mechanics, materialmen, laborers, or suppliers or other similar Liens
imposed by operation of law or pursuant to customary reservations or retentions
of title, incurred in the ordinary course of business and not in connection with
the borrowing of money, and which Liens either (i) are for sums not yet
delinquent, or (ii) are the subject of Permitted Protests,

     (h) Liens on cash, securities or similar instruments deposited (or Liens
securing any letter of credit issued in respect of) (i) worker's compensation,
unemployment insurance, and other types of social security, or similar
obligations, (ii) the making or entering into of bids, tenders, leases,
statutory obligations, contracts and similar obligations incurred in the
ordinary course of business and not in connection with the borrowing of money,
or (iii) performance, return of money, surety or appeal or similar bonds in
connection with obtaining such bonds in the ordinary course of business,

                                       21


     (i) with respect to any Real Property, easements, rights of way, title
defects and irregularities, and zoning and other applicable municipal or
governmental restrictions that (i) do not materially interfere with or impair
the use or operation thereof and (ii) are not Environmental Liens,

     (j) Liens encumbering deposits made to secure obligations arising from
statutory, regulatory, contractual, or warranty requirements of any Borrower or
any of its Restricted Subsidiaries, including rights of offset and setoff,

     (k) Liens securing Hedge Agreements relating to Indebtedness otherwise
permitted under the Agreement,

     (l) intentionally omitted,

     (m) Liens securing the obligations under (i) the Altra Senior Credit
Agreement and (ii) the Indenture and the Indenture Documents,

     (n) Liens securing the reimbursement obligations with respect to commercial
letters of credit which encumber documents and other property relating to such
letters of credit and products and proceeds thereof to the extent such letters
of credit are permitted to be incurred hereunder,

     (o) Liens upon specific items of inventory or other goods and proceeds of
any Person securing such Person's obligations solely in respect of bankers'
acceptances issued or created for the account of such Person in the ordinary
course of business to facilitate the purchase, shipment or storage of such
inventory or other goods,

     (p) Liens on property consisting of a definitive agreement to dispose of
such property in a Permitted Disposition,

     (q) Liens that are contractual rights of set-off (i) relating to the
establishment of depository relations with banks not given in connection with
the issuance of Indebtedness or (ii) relating to pooled deposit or sweep
accounts of any Borrower or any Restricted Subsidiary to permit satisfaction of
overdraft or similar obligations, in each case incurred in the ordinary course
of business,

     (r) leases, subleases, licenses or sublicenses granted by any Borrower or
the Restricted Subsidiaries to third parties in the ordinary course of business
and not interfering in any material respect with the ordinary course of the
business of the Borrower and the Restricted Subsidiaries, and

     (s) Liens securing Refinancing Indebtedness which is incurred to refinance
any Indebtedness which has been secured by a Lien that is a Permitted Lien under
clause (a) through (r) of this definition, provided, however, that (x) if there
is any Refinancing Indebtedness in respect of the Indebtedness evidenced by the
Senior Notes (or any Refinancing Indebtedness in respect thereof), any Lien
permitted under this clause (s) shall only be permitted if such Lien is
subordinated upon substantially the same terms and conditions as the
Intercreditor Agreement, (y) such Liens are no less favorable to the Lender
Group than the Liens in respect of the Indebtedness being refinanced, and (z)
such Liens do not extend to or cover any property or assets of any Loan Party
not securing the Indebtedness so refinanced.

                                       22


            "Permitted Protest" means the right of any Borrower or any of its
Restricted Subsidiaries to protest any Lien (other than any Lien that secures
the Obligations), taxes (other than payroll taxes or taxes that are the subject
of a United States federal tax lien), rental payment, or other obligation,
provided that (a) a reserve with respect to such obligation is established on
any Borrower's or any of their respective Restricted Subsidiaries' books and
records in such amount as is required under GAAP, (b) any such protest is
instituted promptly and prosecuted diligently by any Borrower or the Restricted
Subsidiaries, as applicable, in good faith, and (c) Agent is satisfied that,
while any such protest is pending, there will be no impairment of the
enforceability or validity of any of the Agent's Liens.

            "Permitted Purchase Money Indebtedness" means, as of any date of
determination, Purchase Money Indebtedness in an aggregate principal amount
outstanding at any one time not in excess of $5,000,000.

            "Person" means natural persons, corporations, limited liability
companies, limited partnerships, general partnerships, limited liability
partnerships, joint ventures, trusts, land trusts, business trusts, or other
organizations, irrespective of whether they are legal entities, and governments
and agencies and political subdivisions thereof.

            "Plan" means (a) an employee benefit plan (as defined in Section
3(3) of ERISA) other than a Multiemployer Plan which is or was within the last
six years maintained or sponsored by any Borrower or any of its Restricted
Subsidiaries or to which any Borrower or any of its Restricted Subsidiaries has
within the last six years made, or was obligated to make, contributions, (b) a
Pension Plan, or (c) a Qualified Plan.

            "Projections" means Borrowers' forecasted (a) balance sheets, (b)
profit and loss statements, and (c) cash flow statements, all prepared on a
basis consistent, unless otherwise noted therein, with Parent's historical
financial statements, together with appropriate supporting details and a
statement of underlying assumptions.

            "Pro Rata Share" means, as of any date of determination:

            (a) with respect to a Lender's obligation to make the Term Loans and
right to receive payments of principal, interest, fees, costs, and expenses with
respect thereto, (i) prior to the making of the Term Loans, the percentage
obtained by dividing (y) such Lender's Commitment, by (z) the aggregate amount
of all Lenders' Commitments, and (ii) from and after the making of the Term
Loans, the percentage obtained by dividing (y) the principal amount of such
Lender's portion of the Term Loans by (z) the principal amount of the Term
Loans,

            (b) with respect to a Lender's obligation to participate in Letters
of Credit, to reimburse the Issuing Lender, and right to receive payments of
fees with respect thereto, the percentage obtained by dividing (y) such Lender's
Commitment, by (z) the aggregate Commitments of all Lenders, and

            (c) with respect to all other matters as to a particular Lender
(including the indemnification obligations arising under Section 15.7), the
percentage obtained by dividing (i) such Lender's Commitment, by (ii) the
aggregate amount of Commitments of all Lenders; provided, however, that in the
event the Commitments have been terminated or reduced to zero, Pro Rata Share
under this clause shall be the percentage obtained by dividing (A) the
outstanding principal amount of such Lender's Term Loans and LC Outstandings
plus such Lender's ratable portion of the Risk Participation Liability with
respect to outstanding Letters of Credit, by (B) the outstanding principal
amount of all Term Loans and LC Outstandings plus the aggregate amount of the
Risk Participation Liability with respect to outstanding Letters of Credit.

            "Purchase Money Indebtedness" means Indebtedness (other than the
Obligations, but including Capitalized Lease Obligations), incurred at the time
of, or within 180 days after, the acquisition of any fixed assets for the
purpose of financing all or any part of the acquisition cost thereof.

                                       23


            "Qualified Cash" means, as of any date of determination, the amount
of unrestricted cash and Cash Equivalents of Borrowers and their Restricted
Subsidiaries that is in Deposit Accounts or in Securities Accounts, or any
combination thereof, and which such Deposit Accounts or Securities Accounts are
the subject of Control Agreements and are maintained by branch offices of the
banks or securities intermediaries located within the United States.

            "Qualified Plan" means an employee benefit plan (as defined in
Section 3(3) of ERISA) other than a Multiemployer Plan (a) that is or was within
the last six years maintained or sponsored by any Borrower, any of its
Restricted Subsidiaries or any ERISA Affiliate or to which any Borrower, any of
its Restricted Subsidiaries or any ERISA Affiliate has within the last six years
made or was obligated to make, contributions, and (b) that is intended to be
tax-qualified under Section 401 (a) of the IRC.

            "Real Property" means any fee estates in real property now owned or
hereafter acquired by any Borrower or any of its Restricted Subsidiaries,
together with all buildings, structures and the improvements thereto and all
licenses, easements and appurtenances relating thereto, wherever located..

            "Real Property Collateral" means the Real Property identified on
Schedule R-l (as such Schedule may be amended or supplemented from time to time)
and any Real Property hereafter acquired by any Borrower or any of its
Restricted Subsidiaries.

            "Record" means information that is inscribed on a tangible medium or
which is stored in an electronic or other medium and is retrievable in
perceivable form.

            "Refinancing Indebtedness" means any Indebtedness of any Loan Party
issued in exchange for, or the net proceeds of which are used to extend,
refinance, renew, replace, defease, repay, prepay, redeem, retire or refund
other Indebtedness of Borrower or any of its Restricted Subsidiaries; provided,
that, other than with respect to the Obligations:

            (a) the principal amount (or accreted value, if applicable) of such
Refinancing Indebtedness does not exceed the principal amount (or accreted
value, if applicable) of the Indebtedness extended, refinanced, renewed,
replaced, defeased, repaid, prepaid, redeemed, retired or refunded (plus all
accrued interest on such Indebtedness and the amount of all fees, expenses,
premiums and defeasance costs incurred in connection therewith);

            (b) such Refinancing Indebtedness has a final maturity date no
earlier than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of, the
Indebtedness being extended, refinanced, renewed, replaced, defeased, repaid,
prepaid, redeemed, retired or refunded;

            (c) if the Indebtedness being extended, refinanced, renewed,
replaced, defeased, repaid, prepaid, redeemed, retired or refunded is
subordinated in right of payment to the Obligations, such Refinancing
Indebtedness is subordinated in right of payment to the Obligations on terms at
least as favorable to the Lender Group as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced,
defeased, repaid, prepaid, redeemed, retired or refunded; and

            (d) such Indebtedness is recourse solely to the Loan Parties which
are obligated on the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded.

                                       24


            "Register" has the meaning specified therefor in Section 13.1(h).

            "Remedial Action" means all actions required by Governmental
Authority or Environmental Law taken in response to a violation of Environmental
Laws to (a) clean up, remove, remediate, contain, treat, monitor, assess,
evaluate, or in any way address Hazardous Materials in the indoor or outdoor
environment, (b) prevent or minimize a release or threatened release of
Hazardous Materials so they do not migrate or endanger or threaten to endanger
public health or welfare or the indoor or outdoor environment, (c) restore or
reclaim natural resources or the environment, (d) perform any pre-remedial
studies, investigations, or post-remedial operation and maintenance activities,
or (e) conduct any other actions with respect to Hazardous Materials authorized
by Environmental Laws.

            "Replacement Lender" has the meaning specified therefor in Section
14.2(a).

            "Report" has the meaning specified therefor in Section 15.17.

            "Required Lenders" means, at any time, Lenders whose aggregate Pro
Rata Shares (calculated under clause (c) of the definition of Pro Rata Shares)
exceed 50%.

            "Reserve Percentage" means, on any day, for any Lender, the maximum
percentage prescribed by the Board of Governors of the Federal Reserve System
(or any successor Governmental Authority) for determining the reserve
requirements (including any basic, supplemental, marginal, or emergency
reserves) that are in effect on such date with respect to eurocurrency funding
(currently referred to as "eurocurrency liabilities") of that Lender, but so
long as such Lender is not required or directed under applicable regulations to
maintain such reserves, the Reserve Percentage shall be zero.

            "Restricted Subsidiary" means any Subsidiary of Parent (including
any Subsidiary formed or acquired after the Closing Date that is organized under
the laws of a jurisdiction of the United States of America or any state,
territory or subdivision thereof) other than the Unrestricted Subsidiaries.

            "Risk Participation Liability" means, as to each Letter of Credit,
all reimbursement obligations of Borrowers to the Issuing Lender with respect to
an L/C Undertaking, consisting of (a) the amount available to be drawn or which
may become available to be drawn, (b) all amounts that have been paid by the
Issuing Lender to the Underlying Issuer to the extent not reimbursed by
Borrowers, whether by the making of an LC Obligation or otherwise, and (c) all
accrued and unpaid interest, fees, and reasonable expenses payable with respect
thereto.

            "S&P" has the meaning specified therefore in the definition of Cash
Equivalents.

            "SEC" means the United States Securities and Exchange Commission and
any successor thereto.

            "Securities Account" means a "securities account" (as that term is
defined in the Code).

            "Security Agreement" means a security agreement, in form and
substance reasonably satisfactory to Agent, executed and delivered by Borrowers
and Guarantors to Agent.

            "Senior Notes" means the $270,000,000 aggregate principal amount of
9% Senior Secured Notes due 2011 issued by Altra Industrial as described in the
Indenture (as amended by the Indenture Supplement).

                                       25


            "Solvent" means, with respect to any Person on a particular date,
that, such Person is not insolvent (as such term is defined in the Uniform
Fraudulent Transfer Act).

            "Stock" means all shares, options, warrants, interests,
participations, or other equivalents (regardless of how designated) of or in a
Person, whether voting or nonvoting, including common stock, preferred stock, or
any other "equity security" (as such term is defined in Rule 3a11-1 of the
General Rules and Regulations promulgated by the SEC under the Exchange Act).

            "Subsidiary" of a Person means a corporation, partnership, limited
liability company, or other entity in which that Person directly or indirectly
owns more than 50% of the shares of Stock having (without regard to any
contingency) ordinary voting power to elect a majority of the board of directors
(or appoint other comparable managers) of such corporation, partnership, limited
liability company, or other entity.

            "Taxes" has the meaning specified therefor in Section 15.11.

            "Tender Offer" has the meaning specified therefor in the recitals to
the Agreement.

            "Term Loan A" has the meaning set forth in Section 2.2(a).

            "Term Loan A Amount" means $6,805,000.

            "Term Loan B" has the meaning set forth in Section 2.2(b).

            "Term Loan B Amount" means $6,220,384.79.

            "Term Loans" has the meaning set forth in Section 2.2(b).

            "Trademark Security Agreement" has the meaning specified therefor in
the Security Agreement.

            "Trustee" means the Bank of New York, N.A. in its capacity as
Trustee and Collateral Agent under the Indenture.

            "Trust Funds" has the meaning specified therefor in Section 2.7(e).

            "Underlying Issuer" means a third Person which is the beneficiary of
an L/C Undertaking and which has issued one or more of the Existing Letters of
Credit for the benefit of Borrowers.

            "Underlying Letter of Credit" means a letter of credit that has been
issued by an Underlying Issuer.

            "United States" means the United States of America.

            "Unrestricted Subsidiary" means any Subsidiary of Parent that is
organized under the laws of a jurisdiction other than the United States of
America or any state, territory or subdivision thereof.

            "Unsecured Indenture" means the Indenture dated as of February 8,
2006, by and among Altra Industrial, the domestic subsidiaries of Altra
Industrial party thereto and The Bank of New York, as trustee, pursuant to which
Altra Industrial has issued the Unsecured Notes.

                                       26


            "Unsecured Notes" means the 11-1/4% Senior Notes due 2013 issued by
Altra Industrial under the Unsecured Indenture.

            "Unsecured Note Documents" means the Unsecured Indenture, the
Unsecured Notes, and all other documents, instruments and agreements executed or
delivered by any of Altra Industrial and its Subsidiaries in connection
therewith.

            "Voidable Transfer" has the meaning specified therefor in Section
16.6.

            "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

                    (a) the sum of the products obtained by multiplying (i) the
amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in
respect of the Indebtedness, by (ii) the number of years (calculated to the
nearest one-twelfth) that will elapse between such date and the making of such
payment; by

                    (b) the then outstanding principal amount of such
Indebtedness.

            "Wells Fargo" means Wells Fargo Bank, National Association, a
national banking association.

            "WFJF" means Wells Fargo Foothill, Inc., a California corporation.

                                       27


                                 SCHEDULE 2.7(a)

                              CASH MANAGEMENT BANKS

M&TBank
25 S Charles St
Baltimore MD 21201

      Commercial Checking accts:
      9837038422
      61000006143751
      9837038398

F&M Trust
20 S Main Street
Chambersburg, PA 17201

      Payroll acct 10-77376
      HCSA 10-77384

                                        7


                                  SCHEDULE 2.12

                           EXISTING LETTERS OF CREDIT

                           LC #907342 (Obligation #91)
                         Beneficiary: Argonaut Insurance
                              Balance: $332,000.00
                             Issuance Date: 1.14.05
                            Expiration Date: 1.21.08

                          LC #907571 (Obligation #141)
                  Beneficiary: The Travelers Indemnity Company
                              Balance: $500,000.00
                             Issuance Date: 3.23.05
                            Expiration Date: 3.31.08

                          LC #907482 (Obligation #158)
                          Beneficiary: Bank of New York
                             Balance: $2,327,643.84
                             Issuance Date: 4.01.05
                            Expiration Date: 4.01.08

                          LC #907481 (Obligation #166)
                          Beneficiary: JP Morgan Chase
                             Balance: $3,049,315.00
                             Issuance Date: 4.01.05
                            Expiration Date: 4.01.08

                          LC #909008 (Obligation #224)
                         Beneficiary: Century Insurance
                              Balance: $300,000.00
                             Issuance Date: 4.13.06
                            Expiration Date: 3.31.08

                           BACKSTOP LETTERS OF CREDIT:

                                  LC #NZS593997
                            Beneficiary: M and T Bank
                                Balance: $215,869
                              Issuance Date: 4/5/07
                            Expiration Date: 2/21/08

                                  LC #NZS593996
                            Beneficiary: M and T Bank
                             Balance: $3,118,305.75
                              Issuance Date: 4/5/07
                             Expiration Date: 5/1/08

                                        8


                                  LC #NZS593995
                            Beneficiary: M and T Bank
                             Balance: $2,380,306.78
                              Issuance Date: 4/5/07
                             Expiration Date: 5/1/08

                                  LC #NZS593998
                            Beneficiary: M and T Bank
                              Balance: $511,281.25
                              Issuance Date: 4/5/07
                            Expiration Date: 4/30/08

                                  LC#NZS593971
                            Beneficiary: M and T Bank
                               Balance: 306,768.75
                              Issuance Date: 4/5/07
                            Expiration Date: 4/30/08

                                        9




                                  SCHEDULE 3.1

      The obligation of each Lender to make its initial extension of credit
provided for in the Agreement is subject to the fulfillment, to the reasonable
satisfaction of Agent and each Lender (the making of such initial extension of
credit by any Lender being conclusively deemed to be its satisfaction or waiver
of the following), of each of the following conditions precedent:

            (a) the Closing Date shall occur on or before April 5, 2007;

            (b) Agent shall have received each of the following documents, in
form and substance reasonably satisfactory to Agent, duly executed, and each
such document shall be in full force and effect:

                  (i)   a disbursement letter or funds flow statement regarding
the extensions of credit to be made on the Closing Date, the form and substance
of which is reasonably satisfactory to Agent,

                  (ii)  the Fee Letter,

                  (iii) the Intercompany Subordination Agreement,

                  (iv)  the Intercreditor Agreement,

                  (v)   the Patent Security Agreement,

                  (vi)  the Security Agreement, together with all certificates
representing the shares of Stock pledged thereunder except as provided in
Section 3.6(d), as well as Stock powers with respect thereto endorsed in blank,
and

                  (vii) the Trademark Security Agreement.

            (c) Agent shall have received a certificate from Parent's Secretary
attesting that there exists no suit, action, investigation, or proceeding
(judicial or administrative) pending or, to Parent's knowledge, threatened
against any Loan Party or any of their respective Subsidiaries, which could
reasonably be expected to result in a Material Adverse Change;

            (d) Agent shall have received a certificate from the Secretary of
each Borrower (i) attesting to the resolutions of such Borrower's Board of
Directors authorizing (x) its execution, delivery, and performance of this
Agreement and the other Loan Documents to which such Borrower is a party, (y)
authorizing specific officers of such Borrower to execute the same and (ii)
attesting to the incumbency and signatures of such specific officers of such
Borrower;

            (e) Agent shall have received copies of each Borrower's Governing
Documents, as amended, modified, or supplemented to the Closing Date, certified
by the Secretary of such Borrower;

            (f) Agent shall have received a certificate of status with respect
to each Borrower, dated within 30 days of the Closing Date, such certificate to
be issued by the appropriate officer of the jurisdiction of organization of such
Borrower, which certificate shall indicate that such Borrower is in good
standing in such jurisdiction (together with a bringdown certificate dated
within 1 day of the Closing Date);



            (g) Agent shall have received certificates of status with respect to
each Borrower, each dated within 30 days of the Closing Date, such certificates
to be issued by the appropriate officer of the jurisdictions (other than the
jurisdiction of organization of such Borrower) in which its failure to be duly
qualified or licensed would constitute a Material Adverse Change, which
certificates shall indicate that such Borrower is in good standing in such
jurisdictions;

            (h) intentionally omitted;

            (i) Agent shall have received an opinion or opinions of Borrowers'
counsel in form and substance reasonably satisfactory to Agent;

            (j) intentionally omitted;

            (k) Agent shall have completed its business, legal and collateral
due diligence, the results of which shall be satisfactory to Agent;

            (l) Agent shall have received completed reference checks with
respect to Borrowers' senior management, and any required Patriot Act
compliance, the results of which are reasonably satisfactory to Agent in its
sole discretion;

            (m) Agent shall have received a set of Projections for the 2 year
period following the Closing Date (on a month-by-month basis for the first year
and on a year by year basis for each year thereafter), in form and substance
(including as to scope and underlying assumptions) satisfactory to Agent;

            (n) Borrowers shall have paid all Lender Group Expenses incurred in
connection with the transactions evidenced by this Agreement;

            (o) Agent shall have received Uniform Commercial Code, tax lien and
litigation searches, the results of which shall be reasonably satisfactory to
Agent;

            (p) Agent and its counsel shall be satisfied with the corporate
structure of Parent and its Subsidiaries;

            (q) Borrowers and each of their respective Subsidiaries shall have
received all licenses, approvals or evidence of other actions required by any
Governmental Authority in connection with the execution and delivery by
Borrowers or their respective Subsidiaries of the Loan Documents or with the
consummation of the transactions contemplated thereby that are required by law
to be held or received;

            (r) Agent shall have received evidence (reasonably satisfactory to
Agent) of the payment of the indebtedness under the M&T Facility, and
termination of any and all security interests related thereto; and

            (s) all other documents and legal matters in connection with the
transactions contemplated by this Agreement shall have been delivered, executed,
or recorded and shall be in form and substance satisfactory to Agent.

                                      -2-


                                 SCHEDULE 4.5(a)

                 INVENTORY AND EQUIPMENT STORED WITH BAILEES OR
                                  WAREHOUSEMEN

NONE.

                                       10


                                 SCHEDULE 4.5(b)

                      LOCATIONS OF INVENTORY AND EQUIPMENT

TB WOOD'S CORPORATION

Headquarters:
440 North Fifth Street
Chambersburg, PA 17201

TB WOOD'S INCORPORATED

Main offices, warehouse Mechanical Division manufacturing plant:
440 North Fifth Street
Chambersburg, PA 17201

Electronics Division Offices and manufacturing plant
3181 Black Gap Road
Chambersburg, PA 17201

801 E. Industrial Ave.
Mt. Pleasant, Michigan 48858

2000 Clovis Baker Road
San Marcos, TX 78666

Reno Nevada:                       Landlord: Dermody Industrial Group managed
                                   by DP Partners
4970 Joule Street,                 1200 Financial Blvd
Reno, NV 89502                     Reno, NV 80502

PLANT ENGINEERING CONSULTANTS LLC

521 Airport Road                   Landlord: TB Wood's Incorporated leases this
Chattanooga, TN 37421              building from the Industrial Development
                                   Board of the City of Chattanooga.

TB WOOD'S ENTERPRISES, INC.

Suite 534, 300 Delaware Avenue     Landlord: PNC Bank, Delaware
Wilmington, Delaware 19801

                                       11


                                 SCHEDULE 4.7(a)

                             STATES OF ORGANIZATION


ENTITY                                  JURISDICTION OF ORGANIZATION
- -----------------------------------     -------------------------------------
                                     
TB Wood's Corporation                   Delaware
TB Wood's Incorporated                  Pennsylvania
Plant Engineering Consultants, LLC      Tennessee
TB Wood's Enterprises, Inc.             Delaware


                                       12



                                 SCHEDULE 4.7(b)

                             CHIEF EXECUTIVE OFFICES



ENTITY                                  CHIEF EXECUTIVE OFFICE
- -----------------------------------     -------------------------------------
                                     
TB Wood's Corporation                   440 North Fifth Avenue
                                        Chambersburg, PA 17201
TB Wood's Incorporated                  440 North Fifth Avenue
                                        Chambersburg, PA 17201
Plant Engineering Consultants, LLC      521 Airport Road
                                        Chattanooga, TN 37421
TB Wood's Enterprises, Inc.             Suite 534, 300 Delaware Avenue
                                        Wilmington, Delaware 19801


                                       13


                                SCHEDULE 4.7(c):

                      ORGANIZATIONAL IDENTIFICATION NUMBERS



ENTITY                                ORGANIZATIONAL IDENTIFICATION NUMBERS
- -----------------------------------   -------------------------------------
                                   
TB Wood's Corporation                   2531112
TB Wood's Incorporated                   394660
Plant Engineering Consultants, LLC      0154436
TB Wood's Enterprises, Inc.             3102375


                                       14


                                SCHEDULE 4.7(d):

                             COMMERCIAL TORT CLAIMS

None.

                                       15



                                SCHEDULE 4.8(b):

                           CAPITALIZATION OF BORROWERS



                                                                                      ISSUED AND
ENTITY                                         CLASS             AUTHORIZED          OUTSTANDING
- -----------------------------------   ------------------------   ----------    ------------------------
                                                                      
TB Wood's Corporation                 common preferred           40,000,000                       1,000
                                                                  5,000,000                           0
TB Wood's Incorporated                common                      2,500,000                   1,125,000

Plant Engineering Consultants, LLC    LLC membership interests          n/a    100% membership interest
TB Wood's Enterprises, Inc.           common                          3,000                       3,000



Options and Warrants:

Please see the grid attached.

                                       16





                                COST OF       AMT REC'D AT   NET CASH TO BE
NAME          # OF OPTIONS      OPTIONS          $24.80      REC'D (PRE-TAX)
- ------------  ------------  --------------  ---------------  ---------------
                                                 
Baughman, T       10,300    $    90,246.00  $    255,440.00  $   165,194.00
Beyrer, W             --    $           --  $            --  $           --
Bray, R            4,200    $    36,131.72  $    104,160.00  $    68,028.28
Carr, M            2,500    $    20,063.73  $     62,000.00  $    41,936.27
Carroll, J         2,500    $    20,063.73  $     62,000.00  $    41,936.27
Chien, A          43,500    $   263,280.00  $  1,078,800.00  $   815,520.00
Coder, H          41,650    $   402,250.00  $  1,032,920.00  $   630,670.00
Cook, T               --    $           --  $            --  $           --
Crist, L          18,200    $   161,925.00  $    451,360.00  $   289,435.00
Fejes, W         127,000    $ 1,096,825.60  $  3,149,600.00  $ 2,052,774.40
Foley, T          77,300    $   790,567.50  $  1,917,040.00  $ 1,126,472.50
Giewont, W         5,500    $    46,995.00  $    136,400.00  $    89,405.00
Heller, G          2,500    $    43,500.00  $     62,000.00  $    18,500.00
Horvath, J        61,500    $   570,700.00  $  1,525,200.00  $   954,500.00
Hurt, M               --    $           --  $            --  $           --
Juergens, W        7,000    $    56,465.60  $    173,600.00  $   117,134.40
Kipley, R          4,500    $    37,825.00  $    111,600.00  $    73,775.00
Krediet, J         6,000    $    98,000.00  $    148,800.00  $    50,800.00
Lazio, R          33,000    $   286,500.00  $    818,400.00  $   531,900.00
MacGregor, A          --    $           --  $            --  $           --
Metz, A           23,000    $   192,100.00  $    570,400.00  $   378,300.00
Nayyar, S          3,000    $    26,640.00  $     74,400.00  $    47,760.00
Osborn, F         33,000    $   286,500.00  $    818,400.00  $   531,900.00
SanMartin, S       3,000    $    26,640.00  $     74,400.00  $    47,760.00
Schuchart, E         500    $     3,729.40  $     12,400.00  $     8,670.60
Stapleton, C      18,000    $   158,670.00  $    446,400.00  $   287,730.00
Swenson, J        39,000    $   336,300.00  $    967,200.00  $   630,900.00
Zimmerman, M       6,000    $    57,480.00  $    148,800.00  $    91,320.00
              ----------    --------------  ---------------  --------------

                 572,650    $ 5,109,398.28  $ 14,201,720.00  $ 9,092,321.72
              ==========    ==============  ===============  ==============


                                       17


                                SCHEDULE 4.8(c):

              CAPITALIZATION OF BORROWERS' RESTRICTED SUBSIDIARIES

See Schedule 4.8(b).

                                       18



                                 SCHEDULE 4.10:

                                   LITIGATION

None.

                                       19


                                SCHEDULE 4.13(a):

                                   ERISA Plans

Fejes Employment Agreement
Chien Employment Agreement
Change in Control agreement executed for 10 salaried employees (Horvath; Coder;
Metz; San Martin; Crist; Vevasis; Crider; Neff; Frazier; and Heller)
TB Wood's -- Employment Termination of Exempt Salaried Employees (Severance
Policy)
Henderson Severance Agreement
TB Wood's Inc. Retirement Savings and Investment Plan
TB Wood's Corporation Employee Stock Purchase Plan
TB Wood's Incorporated Flexible Spending Account Plan
Group Medical Insurance (Highmark Blue Shield)
Group Dental Insurance (United Concordia Companies, Inc.)
Group Vision Coverage (Davis Vision)
Group Life Insurance (The Hartford)
Long-term Disability Insurance (The Hartford)
Incentive Compensation Plan
TB Wood's Corporation 1996 Stock-Based Incentive Compensation Plan
TB Wood's Corporation 2006 Stock-Based Incentive Compensation Plan
TB Wood's Incorporated Tuition Reimbursement Plan
Employee Assistance Plan
Driver Policy

                                       20



                                 SCHEDULE 4.14:

                              ENVIRONMENTAL MATTERS

            4.14(a):

            (a) Chambersburg, PA

                  (i) Air emissions should be logged as required by the
Pennsylvania Department of Environmental Protection ("PADEP").

                  (ii) Secondary containment and/or a monitoring system is
needed for three of the underground storage tanks and above-ground storage tanks
on site.

            (b) San Marcos, TX

                  (i) A Spill Prevention, Control and Countermeasure Plan is
needed.

                  (ii) 2 above-ground storage tanks need secondary containment.

            (c) Chattanooga, TN

                  (i) Drums should be properly labelled and need secondary
containment.

            (d) Mt. Pleasant, MI

                  (i) Spill Prevention, Control and Countermeasure and Storm
Water Pollution Prevention plans need to be updated.

                  (ii) Storm water catch basins located in the truck wells
discharge directly to the northern property boundary and are uncovered.

                  (iii) The cover of the cast iron turnings gondola should be
closed at all times except during filling or emptying.

                  (iv) 8 foot pit/shaft installed in the floor of the machining
area in the western portion of the building should be sealed.

            4.14(b):

      As with most industrial companies, the Company's operations and properties
are required to comply with, and are subject to liability under federal, state,
local and foreign laws, regulations and ordinances relating to the use, storage,
handling, generation, treatment, emission, release, discharge and disposal of
certain materials, substances and wastes. The nature of the Company's operations
exposes it to the risk of claims with respect to environmental matters.

                                       21


      The Asset Purchase Agreement for the Company's 1993 acquisition of the Mt.
Pleasant Facility from Dana Corporation (Dana) included an environmental
indemnity provision. Pursuant to this provision, Dana agreed to indemnify the
Company with respect to any environmental liabilities to the extent they arose
out of environmental conditions first occurring on or before the closing date,
including the presence or release of any hazardous substances at, in or under
the Mt. Pleasant Facility and with respect to the identification of the Mt.
Pleasant Facility as a CERCLIS No Further Action site and on the Michigan list
of inactive hazardous waste sites. Until March 2006, Dana conducted limited
remediation with respect to volatile organic compounds found in soils and
groundwater. Dana filed for bankruptcy in March 2006 and notified the Company
that it would no longer perform its remediation obligations. The Company
subsequently filed a proof of claim in the Bankruptcy Court in September 2006.
The Company has been notified by the Michigan Department of Environmental
Quality (MDEQ) that Dana is considered responsible for investigating and/or
remediating such environmental conditions at the property. Although the MDEQ has
not notified the Company that it is required to undertake remediation that Dana
had been performing, the Company may incur additional costs as a result of
Dana's bankruptcy and subsequent non-performance.

      The Company believes that its facilities are in substantial compliance
with current regulatory standards applicable to air emissions under the Clean
Air Act Amendments of 1990 (CAAA). At this time, the Company cannot estimate
when other new air standards will be imposed or what technologies or changes in
processes the Company may have to install or undertake to achieve compliance
with any applicable new requirements at its facilities. The Company has no
reason to believe that such expenditures are likely to be material. Similarly,
based upon the Company's experience to date, the Company believes that the
future cost of currently anticipated compliance with existing environmental laws
relating to wastewater, hazardous waste and employee and community right-to-know
should not have a material adverse effect on the Company's financial condition.

            4.14(c):

            None.

            4.14(d):

            None.

                                       22



                                 SCHEDULE 4.17:

                    DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS

M&T Bank
25 S Charles St
Baltimore MD 21201

      Commercial Checking accts:
      9837038422
      61000006143751
      9837038398

F&M Trust
20 S Main Street
Chambersburg, PA 17201

      Payroll acct 10-77376
      HCSA 10-77384

AIM Investments
PO Box 0843
Houston, TX 77001

      Prime Private 10364

                                       23


                                 SCHEDULE 4.19:

                             PERMITTED INDEBTEDNESS

      -     Industrial Revenue Bonds, each of which are a TB Wood's Incorporated
            obligation in the amount of $2,290,000 in Chattanooga, TN and in the
            amount of $3,000,000 in San Marcos, TX.

      -     Inter-company indebtedness described in Schedule P-2.

                                       24




                                  SCHEDULE 5.2

      Provide Agent (and if so requested by Agent, with copies for each Lender)
with each of the documents set forth below at the following times in form
satisfactory to Agent:

Monthly

      (a) an Account roll-forward with supporting details supplied from sales
journals, collection journals, credit registers and any other records, and

      (b) Inventory system/perpetual reports specifying the cost and the
wholesale market value of Borrowers' and their Subsidiaries' Inventory, by
category, with additional detail showing additions to and deletions therefrom
(delivered electronically in an acceptable format, if Borrowers have implemented
electronic reporting).

Monthly (not later than the 15th day of each month)

      I a Borrowing Base Certificate,

      (d) a detailed aging, by total, of Borrowers' Accounts, together with a
reconciliation and supporting documentation for any reconciling items noted
(delivered electronically in an acceptable format, if Borrowers have implemented
electronic reporting),

      (e) a detailed calculation of those Accounts that are not eligible for the
Borrowing Base, if Borrowers have not implemented electronic reporting,

      (f) a detailed Inventory system/perpetual report together with a
reconciliation to Borrowers' general ledger accounts (delivered electronically
in an acceptable format, if Borrowers have implemented electronic reporting),

      (g) a detailed calculation of Inventory categories that are not eligible
for the Borrowing Base, if Borrowers have not implemented electronic reporting,

      (h) a summary aging, by vendor, of Borrowers' and their respective
Restricted Subsidiaries' accounts payable and any book overdrafts (delivered
electronically in an acceptable format, if Borrowers have implemented electronic
reporting) and an aging, by vendor, of any held checks,

      (i) a detailed report regarding Borrowers' and their respective Restricted
Subsidiaries' cash and Cash Equivalents, including an indication of which
amounts constitute Qualified Cash,

      (j) a monthly Account roll-forward, in a format acceptable to Agent in its
discretion, tied to the beginning and ending account receivable balances of
Borrowers' general ledgers,

      (k) proof of payment of Borrowers' and their respective Restricted
Subsidiaries' applicable taxes, and

      (l) a detailed summary of Loan Parties' fixed assets reflecting the book
value of Loan Parties' Real Property and Equipment.



Monthly (no later than the 30th day of each month)

      (m) a reconciliation of Accounts, trade accounts payable, and Inventory of
Borrowers' and their respective Restricted Subsidiaries' general ledger accounts
to their monthly financial statements including any book reserves related to
each category.

Quarterly

      (n) a report regarding Borrowers' and their respective Restricted
Subsidiaries' accrued, but unpaid, ad valorem taxes.

Annually

      (o) a detailed list of Borrowers' and their respective Restricted
Subsidiaries' customers, with address and contact information.

Promptly, and in any event within 5 days after occurrence thereof

      (p) if (i) any Borrower consigns any Inventory or sells any Inventory on
bill and hold, sale or return, sale on approval, or other conditional terms of
sale, (ii) such Inventory is included in the Borrowing Base immediately prior to
the time of such consignment or sale, and (iii) the aggregate amount of such
Inventory satisfying clauses (i) and (ii) above, after giving effect to any such
consignment or sale, exceeds $100,000, then Administrative Borrower shall
deliver notice thereof to Agent describing the Inventory so consigned or sold
and shall deliver to Agent a pro forma Borrowing Base Certificate reflecting the
reduction in the Borrowing Base resulting from such consignment or sale (unless
Agent determines, in its Permitted Discretion, that such Inventory shall remain
in the Borrowing Base), and

      (q) if (i) any Borrower or Restricted Subsidiary stores any Inventory or
Equipment with a bailee, warehouseman or similar party, (ii) such Inventory or
Equipment is included in the Borrowing Base immediately prior to the time of
such storage with a bailee, warehouseman or similar party, and (iii) the
aggregate amount of such Inventory and/or Equipment satisfying clauses (i) and
(ii) above, after giving effect to any such storage with a bailee, warehouseman
or similar party, exceeds $100,000, then Administrative Borrower shall deliver
notice thereof to Agent describing the Inventory or Equipment so stored with a
bailee, warehouseman or similar party and shall deliver to Agent a pro forma
Borrowing Base Certificate reflecting the reduction in the Borrowing Base
resulting from such storage with a bailee, warehouseman or similar party (unless
Agent determines, in its Permitted Discretion, that such Inventory or Equipment
shall remain in the Borrowing Base).

Upon request by Agent

      I such other reports as to the Collateral or the financial condition of
Borrowers and their respective Restricted Subsidiaries, as Agent may reasonably
request.





                                  SCHEDULE 5.3

      Deliver to Agent, with copies to each Lender, each of the financial
statements, reports, or other items set forth set forth below at the following
times in form satisfactory to Agent:

Monthly (not later than 30 days after the end of each month)

      (a) an unaudited consolidated and consolidating balance sheet, income
statement, and statement of cash flow covering Parent's and its Subsidiaries'
operations during the prior month, and

      (b) a Compliance Certificate.

Quarterly (not later than 60 days after the end of each fiscal quarter of
Parent)

      I an unaudited consolidated and consolidating balance sheet, income
statement, and statement of cash flow covering Parent's and its Subsidiaries'
operations during the prior fiscal quarter and during the period commencing on
the first day of the applicable fiscal year and ending on the last day of the
prior quarter,

      (d) a Compliance Certificate, and

      (e) to the extent not delivered pursuant to clause (i) or (j) below,
copies of Material Contracts entered into since the delivery of the previous
Compliance Certificate, together with any material amendments to any existing
Material Contracts entered into since the delivery of the previous Compliance
Certificate.

Annually (not later than 90 days after the end of each of Parent's fiscal years)

      (f) consolidated and consolidating financial statements of Parent and its
Subsidiaries for each such fiscal year, certified by the chief financial officer
of Parent to have been prepared in accordance with GAAP (such financial
statements to include a balance sheet, income statement, and statement of cash
flow and, if prepared, such accountants' letter to management), and

      (g) a Compliance Certificate.

Annually (not later than 15 days after the start of each of Parent's fiscal
years)


      (h) copies of Borrowers' Projections, in form and substance (including as
to scope and underlying assumptions) satisfactory to Agent, in its Permitted
Discretion, for the forthcoming fiscal year, quarter by quarter, certified by
the chief financial officer of Parent as being such officer's good faith
estimate of the financial performance of Borrowers during the period covered
thereby.



If and when filed by any Borrower,

      (i) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K
current reports,

      (j) any other filings made by any Borrower with the SEC (and, to the
extent not included in any such filings, Borrowers shall promptly provide Agent
with true and complete copies of any and all material documents delivered to any
Person pursuant to, or in connection with, the Acquisition Documents and the
Indenture Documents), and

      (k) any other information that is provided by any Borrower to its
shareholders generally.

Promptly, but in any event within 5 days after any Borrower or any of its
Subsidiaries has knowledge of any event or condition that constitutes a Default
or an Event of Default, thereto.

      (l) notice of such event or condition and a statement of the curative
action that Borrowers propose to take with respect

Promptly after the commencement thereof, but in any event within 5 days after
the service of process with respect thereto on Parent, any Borrower or any of
their respective Restricted Subsidiaries,

      (m) notice of all actions, suits, or proceedings brought by or against
Parent, any Borrower or any of their respective Restricted Subsidiaries before
any Governmental Authority which reasonably could be expected to result in a
Material Adverse Change.

upon the request of Agent,

      (n) any other information reasonably requested relating to the financial
condition of Borrowers or their respective Restricted Subsidiaries.

EX-10.8

Exhibit 10.8

BASIC AGREEMENT
BETWEEN
Warner Electric, LLC
and
United Steelworkers
and
Local Union No. 3245
For Contract Years
February 1, 2009 through March 28, 2010

WARNER ELECTRIC BRAKE SAFETY POLICY

• Safety is our first priority. Safety concerns must be managed before other business concerns can be successfully accomplished.

• Working safely is a condition of employment. All employees are required to work safely and follow all safety rules and regulations.

• No job is so important that it cannot be done safely. Safety precautions must be taken before and during any job.

• All injuries can be prevented. With management taking responsibility to ensure a safe environment and all of us working safely, this is a realistic goal.

• Every employee is responsible for preventing injuries. When we all work safely, act safely, and report any unsafe condition, we are doing our part to prevent injuries.

• Training employees to work safely is essential. For every employee to be responsible for safety, he/she must know what safe conditions, acts, and operations are. To achieve that level of understanding, appropriate training will be given.

• All operating exposures can be safeguarded. To ensure safe working conditions, all areas or points that are dangerous and cannot be practically eliminated, will be safeguarded by way of safety devices, warnings, guards, personal protective equipment or other appropriate means.

2

INDEX

Article		Paragraph		Page
I	Intent, Purpose and Scope of Agreement		2		6
II	Recognition		6		6
III	Hours of Work		17		8
IV	Overtime and Allowed Time		21		8
	Holidays		26		9
	Overtime Distribution		30		10
	Call-In/Report-In Pay		34		10
	Bereavement Pay		35		11
V	Vacations		36		11
VI	Seniority		48		14
	General		48		14
	Rule for Applying Seniority		49		14
	Seniority Defined		50		14
	Transfer of Seniority		51		15
	Decrease in Forces		54		15
	Recall to Occur As Follows		62		17
	Loss of Seniority		63		18
	Probationary Period		64		18
	Information to the Union		65		19
	Shift/Job Transfers		66		19
	Temporary Transfer		69		20
	Job Posting		70		20
VII	Military Service		76		21
VIII	Leave of Absence		77		21
	Jury Service		82		22
IX	Adjustment of Grievances		83		22
	To File a Grievance		87		23
	Suspension		103		25
X	Bulletin Boards		105		25
XI	Wages/Job Descriptions/Evaluations		107		26
	Temporary Transfer Rate		117		27
	Shift Differential		118		27
XII	Cost-of-Living		122		28
XIII	Safety and Health		132		30
XIV	Insurances and Pensions		142		31
XV	Severance Allowance		145		32
XVI	Termination, Expiration and Scope		155		33
XVII	Compliance with Law		156		33
	Appendix A – Classification by Pay Rate				37
	– Addendum				39
	Appendix B – Rate Retention Groups				41
	Appendix C – Overtime Distribution Agreement				41
	Appendix D – Overtime Groups				44
	Productivity Incentive				44

3

Article		Paragraph		Page
	Enrollment Dates				45
	401K Program				45
	Appendix E – Insurances				45
	Insurance Agreement				47
	Definitions		1		47
	Program of Insurance Benefits		2		47
	Medical Plan		3		48
	Dental Plan		4		50
	Hearing Aids		5		50
	Life Insurance		6		50
	Cost of Benefits		7		51
	Participation by Employees		8		51
	Requirement of Law		9		52
	Additional and Alternate Benefits		10		52
	Administration of the Program		11		52
	Administration of Sickness and Accident Ben		12		52
	Life Insurance for Disability Retirees		13		53
	Benefit Continuation Clause for Early Retirement Window				53
	Retirement Options 1 & 2				54
	Extension of Benefits		14		54
	Extent of Company Obligations		15		55
	Insurance Reports		16		55
	Term of Agreement				56

4

NOTICE TO ALL EMPLOYEES

WHEN UNABLE TO

REPORT FOR WORK

CALL

(815) 389-4300

OR YOUR SUPERVISOR’S

DIRECT PHONE NUMBER.

THIS WILL ENABLE THE

COMPANY TO ACCURATELY

MAINTAIN YOUR

ATTENDANCE RECORD

TO LEAVE AN EMERGENCY MESSAGE

CALL

(815) 389-7777

LEAVE YOUR NAME, TELEPHONE #,

AND MESSAGE AND HANG UP.

YOUR EMERGENCY MESSAGE WILL BE

RESPONDED TO

5

AGREEMENT

1. This Agreement is made and entered into February 1, 2009 by and between WARNER ELECTRIC, LLC, or its successors or assigns, (hereinafter referred to as the “COMPANY”) and the UNITED STEELWORKERS (hereinafter referred to as the “UNION”) on behalf of itself and Local Union No. 3245. The Company will furnish each present or new employee with a copy of this Agreement.

ARTICLE I
Intent, Purpose and Scope of Agreement

2. It is the intent and purpose of this Agreement to set forth herein the basic rules covering rates of pay, hours of work, and conditions of employment to be observed by the parties hereto. It is further understood and agreed that this Agreement together with any written appendices, supplements or letters of understanding hereto contains all understandings between the Company and the Union. This Agreement cannot be modified or amended except in writing signed by the Company and the Union. No individual shall have any right to modify, amend or revoke this Agreement.

3. This Agreement relates to the South Beloit plant of the Company located at 449 Gardner Street, South Beloit, Illinois.

4. The Company and Union will apply the provisions of this Agreement to all employees, without discrimination as to age (as provided in appropriate laws), sex, color, national origin, race, disability or religion.

5. COOPERATION – The Union, the Company and all employees covered by this Agreement mutually agree to make every reasonable effort to maintain and improve the skill, efficiency, ability, and production of all employees, the quality of products, the methods and facilities of production, and to eliminate accidents, waste, conserve material and supplies and improve quality of workmanship.

ARTICLE II
Recognition

6. The Company hereby recognizes the Union as the exclusive bargaining agent for all its production, maintenance, and service employees, excluding Sales Persons, Service Manager, Assistant Service Manager, Service School Instructors, office and plant clerical employees, technical employees, timekeepers, Industrial Engineering Department employees, security personnel, plant superintendents, assistant superintendents, supervisors, assistant supervisors, and other supervisory employees with authority to hire, promote, discharge, discipline or otherwise effect changes in the status of the employees, or effectively recommend such action, in all those matters specifically provided for herein pertaining to wages, hours, and working conditions.

7. The Union hereby recognizes that the Management of the plant and the direction of the working forces including the right to direct, plan, and control plant operations, and establish and change production schedules, the right to hire, promote, demote, transfer, suspend or discharge employees for proper cause, or to relieve employees because of lack of work or for other legitimate reasons, subject to the provisions of this Agreement, or the right to introduce new and improved methods or facilities, or to change existing production methods or facilities, and to manage the properties, is vested in the Company.

6

8. No employee shall engage in any activity not authorized by the Company, which shall interfere with production. This section shall not restrict the legitimate activities of the Shop Committee members pursuant to Article IX, Par. 98, Safety Committee members pursuant to Article XIII Par. 136, and the members of the Job Evaluation Committee, Worker’s Compensation Committee, Civil Rights Committee, Group Insurance Committee, Pension Committee, Women of Steel and Apprenticeship Committee as authorized by the appropriate Company representatives.

9. Any employee who is a member of the Union in good standing on the effective date of this Agreement shall, as a condition of employment, maintain membership in the Union to the extent of paying the periodic membership dues uniformly required of all Union members.

10. Any employee who, on the effective date of this Agreement, is not a member of the Union and any employee thereafter hired, shall, as a condition of employment, starting thirty (30) days after the effective date of this Agreement, or thirty (30) days following the beginning of their employment, whichever is the later, acquire and maintain membership in the Union to the extent provided in Paragraph 9 above.

11. The Union agrees that it will make membership in the Union available to all employees covered by this Agreement on the same terms and conditions as are generally applicable to other members of the Union. At the instance of the Company, termination of Union membership for reasons other than the failure of the employee to tender the dues, assessments and initiation fees specified in this Agreement, may be submitted to an impartial arbitrator under the grievance procedure of the Agreement for determination only as to whether such termination conforms to the Constitution of the United Steelworkers.

12. On receipt of a voluntary written assignment authorizing such deduction from the employee on whose account such deductions are made, the Company shall deduct union dues, initiation fee, and assessments in accordance with the Constitution of the United Steelworkers, as certified to the Company by the International Treasurer of the Union. The Company shall deduct Union dues on a weekly basis, based on the employee’s earnings from that week. Any sum deducted by the Company pursuant to this Paragraph shall be remitted promptly by it to the International Treasurer of the Union.

13. Should the International Treasurer of the Union certify to the Company in writing that changes in dues or initiation fees have been duly adopted by the United Steelworkers, during the term of this Agreement, the Company shall deduct the changed dues or initiation fees have duly adopted by the United Steelworkers, during the term of this Agreement, the Company shall deduct the changed dues or initiation fees in the manner provided in Par. 12.

14. The Union shall indemnify and hold the Company harmless against all suits, claims, demands and liabilities that shall arise out of or by reason of any action that shall be taken by the Company for the purpose of complying with these foregoing provisions or in the reliance on any list or certificate which shall have been furnished by the Company under these provisions.

15. During the life of this Agreement, the Union agrees that there will be no strikes, stoppages, or slowdowns; the Company agrees that there shall be no lockouts. Both parties promise and agree that they shall, in an endeavor to prevent such events from taking place, charge their representatives, committees, and agents with full responsibility for the performance of each and every promise and undertaking herein contained. No meetings of the Union’s membership shall be scheduled during regular working hours without mutual agreement of the parties in writing.

7

16. Except during an emergency, employees excluded from the provisions of this agreement shall not perform production or maintenance work. Instruction, engineering analysis, continuous improvement team activities, assistance in debugging machinery, product demonstrations, lab work, carrying test and/or sample parts, and safety and ergonomic evaluations do not constitute production or maintenance work.

ARTICLE III
Hours of Work

17. This Article defines the normal hours of work and shall not be construed as a guarantee of hours of work per day or per week. This Article shall not be considered as any basis for the calculation or payment of overtime, which is covered solely by Article IV, “Overtime.”

18. The normal workday shall be eight (8) hours per day, Monday through Friday.

Hours of work:
First Shift:	7:00 a.m. to 3:00 p.m.
Second Shift:	3:00 p.m. to 11:00 p.m.
Third Shift:	11:00 p.m. to 7:00 a.m.

19. Rest periods shall be provided and taken as follows:

First Shift	9:30 a.m. to 9:45 a.m.	-	15 minutes
	12:30 p.m. to 12:40 p.m.	-	10 minutes
Second Shift:	5:30 p.m. to 5:45 p.m.	-	15 minutes
	9:00 p.m. to 9:10 p.m.	-	10 minutes
Third Shift:	1:30 a.m. to 1:45 a.m.	-	15 minutes
	4:30 a.m. to 4:40 a.m.	-	10 minutes

On regular six (6) hour shifts on Saturday and Sunday, rest periods shall be provided and taken as follows:

All Shifts: Three (3) hours into the six (6) hour shift. -15 minutes

except that rest periods shall be staggered by the Company where necessary to insure continuous production operations. Relief personnel will be assigned to the continuous production operation to provide the relief period for the operator.

20. The normal work pattern shall be five (5) consecutive workdays beginning at 12:01 a.m. Monday of each week, or at the time on Monday at which the employee begins work. Seven (7) consecutive days beginning at 12:01 a.m. Monday shall constitute a payroll week.

ARTICLE IV
Overtime and Allowed Time

21. This Article provides the basis for the calculation of, and payment for, overtime and shall not be construed as a guarantee of hours of work per day or per week, or a guarantee of days of work per week.

8

The payroll week shall consist of seven (7) consecutive days commencing at 12:01 a.m. Monday for the purpose of computing the pay of employees.

22. Time and one-half shall be paid for hours worked in excess of forty (40) hours in a payroll week; all contractual paid time and union time, shall for purposes of this provision, be treated as time paid.

23. Double time shall be paid for all hours worked on Sunday.

24. In all instances of premium pay for work on a day as such, the employee’s entire shift shall be considered as having been worked on the day on which their shift is regularly scheduled to commence, except if the employee’s first regular shift of the work week begins between 10:00 p.m. and 12:00 midnight on Sunday, during such week, each shift shall be considered as having been worked on the day their shift is scheduled to end.

25. Work performed by employees on their floating holiday, or on a Holiday, will be on a voluntary basis, and will be paid at double time plus holiday pay. The scheduling of floating holidays during the Christmas period will be at the employee’s discretion.

26. Holidays

Contract Year 2009

April 10 — Good Friday (Friday)
May 25 — Memorial Day (Monday)
July 4 — Independence Day (Saturday) Celebrated Friday, July 3
September 7 — Labor Day (Monday)
November 26 — Thanksgiving (Thursday)
November 27 — Day after Thanksgiving (Friday)
December 24 — Christmas Eve (Thursday)
December 25 — Christmas Day (Friday)
December 31 — New Year’s Eve (Thursday)

Contract Year 2010

January 1 — New Years Day (Friday)

One (floating) holiday to be scheduled in accordance with current vacation scheduling process and paid as 8 hr. of classification rate as holiday pay for employees hired on or before May 17, 2006.

27. The regular earned hourly rate shall be the average straight time hourly earnings for the day on which the overtime was worked. The “average straight time hourly earnings” shall be the employee’s total straight time hourly earnings for the day, divided by the actual hours worked for the day (including any hours paid for under a guarantee of hours). Overtime rates as outlined above shall be paid the employees for such hours worked in the following manner:

(A) Time and one-half shall be one and one-half times the regular earned hourly rate of the employee.

9

(B) Double time shall be twice the regular earned hourly rate of the employee.

28. The overtime and/or the premium payments provided for in this Article shall not be duplicated for the same hours worked and to the extent that hours are compensated for at overtime or premium rates under one provision, they shall not be counted as hours worked in determining overtime or premium pay under the same or any other provisions.

29. When two or more rules are applicable, the one more favorable to the employee will apply, but nothing contained herein shall be construed to require or permit the pyramiding of premium and/or overtime rates.

30. Both parties agree that overtime shall be worked when necessary to permit the proper operation of the Company. Overtime will be distributed among employees in the overtime distribution groups identified in Appendix D, which groups may be changed from time to time in recognition of new or revised job classification and new or revised cost centers, subject to the grievance procedure.

31. Holidays defined in Par. 26 of this Article will be paid for at the employee’s classification rate and the Cost-of-Living adjustment if not worked.

32. During the term of this Agreement the days (defined above) will be paid holidays. To qualify for holiday pay, an employee must have completed the first thirty (30) calendar days of their probationary period and must have worked their assigned shift on their last scheduled workday before the holiday (which may not be mandated to exceed 8 hours) and their assigned shift on their first scheduled workday following the holiday. In cases of holidays which are observed on Friday or Monday, neither the adjoining Saturday nor the adjoining Sunday shall be considered as a “scheduled work day before” nor a “scheduled work day after” the holiday for purposes of qualifying for holiday pay, and work on such Saturday or Sunday shall be voluntary except that concerted refusal of such overtime work and failure to work by an employee who had agreed to work shall be disciplinable offenses. If an employee desires to be absent from work the scheduled work day before or after a holiday, they must give reasonable notice prior to the holiday; provided, however, if they are absent from work the scheduled work day before or after a holiday due to circumstances beyond their control, they will not be disqualified from receiving unworked holiday pay. Otherwise eligible employees on disability leaves of absence are eligible for holiday pay up to and including one consecutive year of such leave(s) provided, however, that otherwise eligible employees hired on or after January 28, 1984 on disability leaves of absence shall be eligible for holiday pay up to and including thirty (30) consecutive days following the commencement of such leave(s).

33. The classification rate shall be that of the payroll week in which the holiday falls. If an employee is absent and does not have wages earned during the holiday week, then the classification rate to be used shall be that of the last payroll week the employee worked prior to the holiday week.

34. Employees who report for regular work, (unless notified not to do so, including announcements by local news media) or who are called back to work after punching out and leaving the plant, shall be given either a minimum of four (4) hours’ work or pay at the applicable contract rate (with applicable premiums, if any) for the current payroll period, (provided, that if the employee refuses an assignment of work which they are qualified to do, they shall receive no pay). The provisions of this Paragraph shall not apply in cases of strikes, work stoppages, in connection with labor disputes, failure of utilities beyond the control of the Company, or any acts of God which interfere with work being provided or an outside cause which prevents access, egress or occupancy to the extent that work cannot be provided to the employees.

10

35. Employees actively at work, defined as person who is on the active payroll, will be granted three (3) work days off with pay at their classification rate to attend or make arrangements for the funeral of their spouse, mother, father, sister, brother (including half-brothers and half-sisters), son, daughter, grandchild, mother-in-law, father-in-law, or other than a blood-related parent if it can be demonstrated without a reasonable doubt that the employee’s parent is other than the blood-related mother or father. Such employee will receive bereavement pay entitlement for only one mother and one father. Employees actively at work will be granted three (3) days off with pay at their classification rate to attend or make arrangements for the funeral of their brother-in-law or sister-in-law (defined as the brother(s) and/or sister(s) of the employee’s spouse, and the spouse(s) of the employee’s brother(s) and/or sister(s). The in-law relationship ceases to exist when the marriage, which created the relationship, is terminated by divorce, annulment, legal separation or death followed by remarriage. Employees actively at work will be granted one (1) day off with pay at their classification rate to attend or make arrangements for the funeral of the employee and spouse’s grandmother or grandfather. An employee who has not previously been granted work days off with pay for the funeral of his mother or father may notify the Company that he elects, instead, such pay rights for the funerals of his maternal grandparents or his paternal grandparents. In the event of such election, the funeral pay rights otherwise applicable to the designated grandparents shall apply to the employee’s parents. Should the death occur during any of the employee’s scheduled weeks or days of vacation, the vacation thus interrupted will be extended by the period of authorized bereavement. Should the death occur during any of the employee’s vacation, or a paid holiday, the vacation or holiday thus interrupted will be extended by the period of authorized bereavement effected.

ARTICLE V
Vacations

36. An employee who has been on the payroll of the Company as of the anniversary date of their employment, and prior to May 17, 2006 shall retain their current earned vacation entitlement.

Employees hired on or after May 17, 2006 shall receive the following vacation with pay:

Service	Vacation
1 but less than 3 years	1 week (5 days)
3 but less than 10 years	2 weeks (10 days)
10 but less than 20 years	3 weeks (15 days)
20 and over	4 weeks (20 days)

Full weeks of vacation are to be taken as full weeks; extra days may be taken individually.

11

However, employees with two weeks of vacation or more may take their vacation time off entitlement in excess of one week as individual days. Two (2) of the individual days may be taken in (1/2) day increments, subject to the scheduling rules of Paragraph 38.

Employees on the active payroll of the Company on their 30^th year of service anniversary date shall receive a $100.00 award and on each such anniversary date thereafter while on the active payroll.

The Company will issue vacation checks under the following guidelines. Full week(s) vacation checks will be issued on the pay period preceding the start of vacation. Pay for individual vacation days taken will be included in the employee’s regular check for the week it was taken. If an employee takes vacation for all the days in a week when a holiday(s) occurs, except the holiday(s) themselves, the vacation days will be paid in advance as if it were a full week and the holiday(s) will be paid in the week after their occurrence.

37. Vacation pay shall be paid for all employees, beginning January 1, 2007, at their base hourly rate. Base hourly rate to include shift differential.

38. (A) During any calendar year employees shall be permitted to select the time for vacation subject to (B), (C), (D), (E) and (F) below so far as practicable, provided the employee gives written notice to the Human Resources Department of their preference before April 1, and provided that the Company may schedule in a manner which takes into consideration the operating and maintenance needs of the plant. Conflicts in requests shall be resolved on the basis of seniority. When taking single days of vacation, you must notify your supervisor before the end of your prior shift. Failure to do so will result in an absence. When taking half (1/2) days vacation you must notify your supervisor before the end of your prior shift. Failure to do so will result in an absence.

(B) The Company may schedule a vacation shutdown of 1 week’s duration. In years that the Company schedules a shutdown, notification to employees will be made by March 15.

Vacation Shutdown

Year 2009	Monday	June 29
	Tuesday	June 30
	Wednesday	July 1
	Thursday	July 2

(C) When a vacation shutdown is scheduled; shutdown work requirements will be announced at the time the shutdown is announced. Shutdown work requirements will be filled voluntarily from the top of the seniority list in each classification required, and if volunteerism does not meet the need, the balance of the requirements will be met by assignment from the bottom of the seniority list up. Shutdown work requirements that arise subsequent to March 15 will be filled by volunteers from the top of the seniority list. Any employees asked to work will be charged in accordance with Appendix C. Employees not asked to work during the shutdown period will not be charged for any overtime. If an out of overtime spread condition occurs because of the overtime worked during the shutdown period, the Company shall have 30 days to bring the effected employees back into the 30 hour overtime spread.

12

(D) Employees who are entitled to vacation and who work during vacation shutdown will be permitted to request their vacation so far as practicable, and in consideration of the operating and maintenance needs of the Company, at any other time of the year. In instances where employee vacation requests conflict with the Company’s needs, vacations will be scheduled on the basis of seniority.

(E) In order to qualify for the vacation defined in Par. 36, an employee must have worked not less than seventy (70) percent of the regular days of work available to them during the twelve (12) months immediately preceding January 1 of any calendar year, except in the case of any employee who completes one (1) year of service in the calendar year, it shall be twelve (12) months immediately preceding their anniversary date. It is understood and agreed for this purpose that the absence from work because of Company layoffs due to lack of work (not to exceed ten [10] work weeks), occupational accidents, certified illness, holidays, vacation and union business shall be considered as time worked for the purpose of computing eligibility for vacation privileges.

(F) An employee may take pay in lieu for any earned vacation, not to exceed five (5) days in any year. Such scheduling should be handled with the normal April 1 vacation scheduling procedure. Changes after the vacation schedule is established must be consistent with production needs. Pay in lieu will normally be included in the vacation check at the time the vacation is taken. This shall not change the practice of paying for unused vacation at the end of each calendar year. The Union will be informed of all pay in lieu arrangements. No employee shall be discriminated against based upon his exercise or nonexercise of this understanding.

39. In the event of the death of an employee eligible for vacation pay at the time of their death, such vacation due the employee shall be paid to their surviving spouse or other legal heir.

40. If any employee is laid off for a period equal to or longer than their vacation, the employee may designate the equivalent portion of such layoff period as their vacation with pay.

41. Vacation periods may not be postponed from one year to another and made accumulative, and will be forfeited unless completed within each calendar year, but in any event the employee will receive their vacation pay.

42. An employee entering military service who is eligible for vacation in the year in which they enter and who has not received such vacation shall receive the vacation pay to which they are entitled under this Article.

43 Any employee returning from military service who is eligible for vacation in the year in which they return shall receive a vacation subject to the provisions of this Article, except Par. 38 above, provided it is not in the same year in which they enter. Their vacation pay will be paid in accordance with Paragraph 37.

44. In the event an employee has their vacation scheduled immediately upon beginning work and therefore does not have any hours worked, their vacation pay is computed by multiplying their rate for the job classification to which they are assigned by their vacation hours.

13

45. Vacation Pay for Layoffs. During any calendar year, if an employee is on layoff through no fault of their own and solely as a result of such layoff they have not fulfilled the requirements of Par. 38 (A) of this Article, and such an employee has had earnings in the preceding calendar year, they shall be entitled to receive vacation pay in accordance with Paragraph 37 as provided in Par. 36 of this Article. Employees who are laid off may elect to receive their vacation pay at the time of layoff under Paragraph 40 and, in accordance with Paragraph 40, a corresponding portion of the layoff will be considered as the employee’s vacation time off at the time of layoff. If the employee does not elect his vacation pay and time off at the time of layoff and is recalled in the same calendar year, they will receive their vacation pay in accordance with Paragraph 46. If the employee does not elect their vacation pay at the time of layoff and is not recalled during the calendar year, they will be paid any vacation pay owing at the end of the calendar year.

46. In the event an employee has been on layoff and is recalled to work during any calendar year, and such an employee has had earnings in the preceding calendar year, but solely because of such layoff has not fulfilled the requirements of Par. 38 (A) of this Article, they shall be entitled to vacation pay as outlined in Par. 45 above. Upon returning to work anytime in the year, such employee will be eligible to receive their vacation pay upon giving one week’s notice but vacation time off will be granted (if requested) consistent with Paragraph 38 of this Article.

47. Any employee who retires will receive whatever vacation with pay they have accrued and not taken, plus pro-rated vacation time and pay they have accrued towards his/her next years vacation. Retirees will be paid for all unused and accrued vacation within two (2) weeks of retiring.

ARTICLE VI
Seniority

48. General. The Company and the Union recognize that promotional opportunity and job security in the event of promotions, decreases of forces, and rehirings after layoffs should increase in proportion to length of continuous service, and that in the administration of this Article, full consideration shall be given continuous service in such cases. “Continuous service” as referred to herein, means a period of employment not interrupted by a break sufficient to terminate the employee’s seniority.

49. Rule for Applying Seniority. In all cases of promotion or increase or decrease in forces except when a different rule is stated, the following factors shall be considered; however, only where factors (B) and (C) are relatively equal shall length of continuous service govern:

(A)	Length of continuous service;
(B)	Ability to perform the work;
(C)	Physical fitness.

50. Seniority Defined. Length of continuous service as outlined in this Article is defined herein as years, months, and days of service with the Company since the last date of hire. In cases where two or more employees commence work on the same date, the following method will determine the most senior employee:

Shift 3 = Most Senior
Shift 1 = Senior to employee who started on Shift 2
Shift 2 = Least Senior

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In the case of two or more employees starting on the same shift and same date, at the orientation, between the Union, employees, and the Company, the employees will draw a card from a deck of cards and the high card will determine the most senior employee, which determination shall be final and govern all future issues of relative seniority during their employment with the Company. All affected employees who have not established permanent seniority shall do so as outlined by the card drawing provisions of this Article. When seniority is established the Company will provide to the Union a listing of the employees affected and a copy to the employee.

51. Transfer of Seniority. Employees transferred from one classification to another classification, by job bid or promotion shall transfer their seniority to the new classification after twenty (20) working days on the job to which they had bid or transferred, provided it is the last classification to which they have bid or have been promoted. An employee thus transferred shall serve a trial period of not less than one working day and not more than twenty (20) working days, which period may be extended by mutual agreement. In cases covered by the above employees will be allowed to wash themselves out during the trial period (on the job to which they had bid or been promoted) by giving notice to the Company not later than the twentieth (20^th) day, provided they had not previously held the classification in the previous two (2) years.

52. Employees who wash themselves out as above specified or who are washed out by the Company shall be entitled to return to their former job classification with full seniority. If there have been other personnel moves which have resulted from their bid or promotion, the employees involved will be returned to their former job classifications (to the extent that this is necessary in order to accommodate the washout) with full seniority, and the Company will be entitled to postpone the reverse moves caused by the washout until all resulting personnel moves may be accomplished without the necessity of paying premium pay.

53. Employees who are transferred in lieu of layoff will immediately transfer their seniority to the new classification.

54. Decrease in Forces. When a reduction in force is necessary, forces shall be reduced in the following manner: (Subject to the exceptions in Article XI, Par. 113).

55. The Company will allow in certain situations for a voluntary layoff to occur. If this happens, the following guidelines will apply on a seniority basis:

a)	The voluntary layoff period will be for a maximum of four (4) weeks. This time period may be extended when the Company, Union and an employee mutually agree.
b)	The voluntary layoff option will be made available to those Employees in the classification whose work assignments are being immediately affected by the reduction. No employee on voluntary layoff will be allowed to exercise their seniority in any classification.
c)	When it is determined that a recall is needed, the person who went out on involuntary layoff would be recalled prior to a person who volunteered.
d)	If it is determined that production needs change and all other options have been exhausted, the Company would have the option to recall a person on voluntary layoff.
e)	Upon return from voluntary layoff the employee will return to his/her previous classification and shift.
f)	During a voluntary layoff, a person would retain their Insurance consistent with the Insurance Agreement in the contract.
g)	In the event there are insufficient volunteers for a required layoff, the procedures prescribed in this Article concerning decreases in forces will apply.

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56. (1) Probationary employees will be the first to be displaced from the classification(s) to be reduced; (2) Next, employees who have not acquired seniority in the classification as provided in Par. 51 shall be displaced from the classification(s) to be reduced and shall be returned to the classification in which they still hold seniority. (Employees who have been transferred into the classification pursuant to Par. 57 shall be excepted from this group and shall be considered on the basis of their total seniority as part of the group considered in sub-paragraph (3) hereof). (3) Next, employees will be displaced from such classification(s) on the basis of their seniority in the classification, on the basis of the factors in Par. 49.

57. Employees who are displaced from their regular classification shall be offered a job opportunity in a vacant job or in a job held by an employee with less seniority, as follows:

(1) To a job classification for which the employee is fully qualified by previous classification and satisfactory performance in the job classification for the Company, or

(2) To a job classification for which the employee qualifies under the factors set forth in Par. 49, without any training period.

58. Employees displaced in the above process shall be considered on the same basis as specified in Par. 56 hereof for reduction of forces in a classification. Such employees who are displaced in this process shall be given a similar opportunity. Employees who are displaced under the above procedure and who do not have sufficient seniority and qualification to secure another job under the above procedure shall be laid off from the Company.

59. In the event of partial or complete shutdown of manufacturing operations during straight-time hours for the purpose of taking inventory, seniority by shift shall apply only among employees in the same job classification doing the same type of work. Employees performing such work will be paid at their classification rate. During overtime hours for the purpose of taking inventory, the Appendix “C” Overtime Distribution Agreement shall apply.

60. Employees who have completed their probationary period and who are scheduled for a layoff for a period exceeding three (3) working days, shall be notified at least three (3) working days prior to such layoff. The Union shall be notified as soon as practicable after the Company makes the determination to lay off employees. In the event an employee is temporarily laid off for a period of not more than three (3) working days, due to lack of work or other legitimate causes, the employee with the least continuous service in the classification affected shall be laid off.

61. Employees may elect layoff instead of exercising their seniority or shift rights to displace a less senior employee in a different classification. (The Company will provide the employee and Union with a list of the different classifications that have less senior employees.) Employees electing layoff under this Paragraph will only be eligible for recall to their regular assigned classification or to such other classifications as they designate in writing to Human Resources at the time of layoff. Such employees shall be notified by certified mail that their rights are due to expire. Such notice will state that they must accept the next recall for which they are eligible or terminate their seniority and all employment rights. In no event shall the employee’s seniority be extended for a period greater than that specified in Par.63 (E). The president of the local union shall appoint two (2) committee members to be present in the Layoff & Recall meeting prior to notice being given to employees of such Layoff or Recall. Only one (1) of the appointed members may be present at the meeting with the employees.

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62. Recall to occur as follows:

I.	When increasing the workforce in an area without adding to the overall plant headcount, both shift preference and recalls, direct and indirect, will be honored based on seniority. If the position is not filled through this process, then the position will be posted.
II.	Opening occurs in classification that has employees on layoff and most senior person on layoff is from the classification that is being recalled.
	A. The person with the most seniority with the Company shall be recalled by telephone or certified mail.
	B. The person recalled is expected to advise the Company of their availability for recall upon contact by telephone, or if unable to be contacted by telephone, shall have forty-eight (48) hours after sending certified mail to notify the Company of their availability for work and must report for work not later than the beginning of their shift on the third working day following the day the notice to report was sent.
	(1) In the event the employee does not accept recall or fails to report for work, their seniority and all employment rights will be terminated.
III.	Opening occurs in classification that has employees on layoff. However, there are more senior employees on layoff from other classifications.
	A. The Company shall recall the most senior person, regardless of their classification, who is fully qualified to perform the work of that classification by:

(1) Previous classification and satisfactory performance in the job classification for the Company, or

(2) Under the factors set forth in Paragraph 49, Article VI of the Basic Agreement, without any training period.

	B. The person recalled is expected to advise the Company of their availability for recall upon contact by telephone, or if unable to be contacted by telephone, shall have forty-eight (48) hours after sending certified mail to notify the Company of their availability for work and must report for work not later than the beginning of their shift on the third working day following the day the notice to report was sent.
	In the event the employee does not accept recall or fails to report for work, their seniority and all employment rights will be terminated.
IV.	Opening occurs in classification that has no employees on layoff. However, there are employees on layoff from other classifications.
	A. That job shall be posted in accordance with Article VI, Par. 70 of the Basic Agreement.
	B. After job posting and selection procedures have occurred, persons on layoff will be recalled to the job vacancy that would then exist in accordance with Part I and Part II, if applicable. If Part I and Part II are not applicable, persons will be recalled in accordance with length of continuous service, physical fitness and ability to perform the work, without any training period.

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C. The person recalled is expected to advise the Company of their availability for recall upon contact by telephone, or if unable to be contacted by telephone, shall have forty-eight (48) hours after sending certified mail to notify the Company of their availability for work and must report for work not later than the beginning of their shift on the third working day following the day the notice to report was sent.

In the event the employee does not accept recall or fails to report for work, their seniority and all employment rights will be terminated.

NOTE: Employee’s recalled from layoff that are unable to return to work due to medical reasons shall be placed on medical leave of absence provided the employee accepts the recall.

63. Loss of Seniority. Continuous service as outlined in this Article shall be broken and employees shall not be considered as having any length of continuous service or any employment relationship whatsoever with the Company:

(A) If they shall quit;

(B) If they shall have been discharged for proper cause;

(C) If they fail to report for work, or make satisfactory explanation of such failure within forty-eight (48) hours after notification has been sent to report for work by certified mail, one copy of such notification being tendered to the Union Committee. Such notice shall not be sent unless such employee has been absent and has failed to notify the Company by the middle of the employee’s shift on the second consecutive working day of the reason for such absence, or;

(D) If they fail to report on schedule following a vacation or an authorized leave of absence without giving a reasonable excuse (employees who present an excuse for such absence will be permitted to work after the presentation of the excuse until such time as the Company decides whether to honor the excuse as an exception to the rule) or;

(E) If they shall have been absent from the service of the Company for any reason (except for a leave of absence for military service) for a period of two (2) years, where such employee has been continuously employed for over ninety (90) calendar days and not over two (2) years shall be considered as having lost their seniority and employment relationship if they have been absent from the service of the Company for a period equal to their length of service with the Company. Absence due to a compensable disability incurred during the course of employment shall not break continuous service provided such individual is returned to work within thirty (30) days after final payment of statutory compensation for such disability, or after the end of the period used in calculating a lump sum payment.

64. Probationary Period. A new employee, and others re-employed following a break in continuous service, as outlined in Par. 63 above, will acquire seniority after they have completed ninety (90) calendar days of employment, exclusive of any periods of absence due to medical reasons of five or more consecutive days, from the date of their employment or re-employment with the Company. Such employees shall be considered probationary employees until they have acquired seniority. There shall be no responsibility for the re-employment of probationary employees if they are laid off or discharged during this period. Probationary employees may file and process grievances after thirty (30) calendar days from date of employment or re-employment but may be laid off or discharged during their probationary period as exclusively determined by Management.

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65. Information to the Union. Every three months the Company shall furnish the Union with copies of a seniority list and post copies on the bulletin boards of the Company. Once each month between the quarterly lists, the Company will furnish the Union one copy of an updated seniority listing. The company will also continue to provide the union with an updated list of shift preferences and recalls periodically.

(A) No more than once per month, at the request of the union, the Company will provide a list of hires, terminations, promotions, transfers and seniority of bargaining unit employees during the preceding calendar month.

(B) The Company will continue to provide the Union with copies of written leave of absence forms, written disciplines, names of employees who are to be laid off or who have been recalled (including the date of notice and the name of the job classification involved), “employee record change requests” and notices that appear on Company bulletin boards that pertain to the bargaining unit. The Company will transmit this information within two (2) weeks after the action is taken or, in the case of leave of absence, within one (1) week after the form is completed. Inadvertent failure to transmit the information or failure of the Union to receive it shall not invalidate the action involved, since the purpose of this provision is only to keep the Union informed. Errors shall be corrected when discovered.

66. Shift/Job Transfers. Employees who have completed their probationary period who desire to change shifts or jobs shall indicate their preference on a form provided by the Company. When a vacancy occurs in a classification, an employee performing the same type of work in the classification, with a written preference form on file, shall be given preference based on their seniority for transfer where the vacancy exits, subject to the following conditions. To accept a shift preference the employee must be able to fill the position within seven (7) calendar days from the shift or job award, unless the employee is on an approved vacation.

(A) In the event it is not possible to transfer the employee in accordance with their preference due to there not being an adequately qualified crew on the shift from which the transfer is to be made, the transfer will be made as quickly as possible.

(B) The Company shall have the right to train new employees to the classification on the day shift for a period of not to exceed thirty (30) working days (except that such period may be extended by agreement of the parties), and any transfers shall not take place until this training is completed.

(C) In the event an employee is promoted in a classification, the employee thus promoted will remain on the same shift and area unless there is a more senior employee in the classification where the promotion occurs with a preference form on file. If this should occur the two employees will exchange places.

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(D) In the event the Company decides to decrease the number of employees in a classification on a shift and increase the number of employees in the same classification on another shift within the same area, the Company will utilize this Paragraph to achieve the necessary results. If openings exist after all preferences have been utilized, the least senior employees (being decreased) will be transferred and shall exercise their seniority rights regardless of shift or area. All employees (direct or indirect) may utilize their seniority to bump a less senior employee, and shall not be required to remain within their classification.

67. Employees granted a preference change under this Paragraph to their first choice shall not be entitled to a preference change for a period of one hundred twenty (120) days. Employees granted their second choice will continue to have their first choice on file unless changed by Paragraph 68.

68. Employees may withdraw or change their written preference at any time. However, the preference form on file before Wednesday of any work week shall govern any changes to be effective in the following work week and thereafter unless changed by subsequent preference form. In the event of a reduction or recall from layoff in the work force in any department or shift, the Company will notify the Union of these reductions or recalls at which time the preferences shall be frozen effective midnight the day immediately preceding such notice. They shall remain frozen until the displacements resulting from such reductions or recalls are complete.

69. Temporary Transfer. Vacancies of 45 days or less in a classification shall be considered as temporary. The Company may fill such temporary vacancies as follows. Employees farmed into a classification on any one shift will be considered one occurrence. The Company shall not exceed 45 occurrences in any individual classification in a 120 day period. Job vacancies in excess of 45 days may also be considered temporary such as the case where the vacancy is due to an employee being on leave of absence due to occupational accidents and certified illness.

70. Job Posting. When a vacancy occurs or is expected to occur, (other than a temporary vacancy), which has not been filled either by promotion, preference form or recall from layoff, the Company shall, to the greatest degree practicable, post the job vacancy on bulletin boards throughout the Company for a period of two (2) working days. Such posting will include the job title, the location of the job, the pay rate, the shift, and the job description.

71. Non-probationary employees desiring such job shall apply for the job on a form prescribed by the Company. The employee selected by the Company (such selection governed by Par. 49 of this Article) shall be given a trial period of not less than one working day and not more than twenty (20) working days, which period may be extended by mutual agreement. If it is determined by the Company that they are not satisfactorily performing the job, or if employees wash themselves out pursuant to the terms of Article VI, Par. 51, they shall be returned to their former classification and the Company shall continue to make selections by seniority from the bidders and again provide a trial period under the same procedure. If the next employee is washed out by the Company or washes out pursuant to the terms of Article VI, Par.51, the Company after exhausting all bidders may recruit from any available source. Upon bidding the job and being selected, the employee will not be entitled to bid on another permanent job opening for a period of six (6) months, except in the event the employee is not on the job they obtained through bidding due to a decrease in forces as set forth in Par. 54.

72. An employee may withdraw a bid within one (1) working day after bids have been closed by giving written notice to Human Resources or their supervisor. An employee withdrawing a bid in a timely manner and/or an employee who is washed out by the Company during the trial period shall not be subject to a bidding bar.

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73. An eligible bidder shall be placed on their job within ten (10) working days after their selection. Such ten (10) day period may be extended by mutual agreement between the Company and Union.

74. A list of successful bidders shall be posted following the week in which the selections are made. If posted jobs are not filled, and if the vacancy still exists, the Company shall re-post the position within thirty (30) days.

75. An employee promoted from the bargaining unit may be returned but once by the Company to the bargaining unit, provided such option is exercised by the Company not later than six months after such promotion. Upon their return, the employee will be credited with the amount of accumulated seniority they had as of the date of their promotion from the bargaining unit, and shall immediately resume the accumulation of seniority.

ARTICLE VII
Military Service

76. The Company shall accord to each employee who applies for re-employment after conclusion of military service with the United States such re-employment rights as they shall be entitled to under then existing statutes. If the position of such employee has been eliminated, the Company will use every reasonable effort to provide for the employee employment for which they can satisfactorily qualify.

ARTICLE VIII
Leave of Absence

77. The Company, in cases where production requirements permit or unusual circumstances warrant, may grant, at its discretion, a leave of absence upon written request made in the form prescribed by the Company and upon good cause being shown for such leave for a definite period of not more than eight (8) weeks. Additional leave may be granted in writing upon written request where deemed justified, but in any event, no succession of leaves shall extend beyond one (1) year; provided that in exceptional cases of extended absence because of illness or accident a longer leave of absence may be granted at the Company’s discretion.

78. Up to five (5) employees at any one time (unless otherwise mutually agreed), as designated by the Union, may request leave from the Company for up to 14 calendar days to serve as a delegate to a union convention or for other official union business or training. Whenever possible, the Company will be provided at least thirty days advance notice of any such leave. Notice given less than 30 days in advance of a leave will not be unreasonably denied. There shall be no deduction from “continuous service” (under this Agreement or the Pension Agreement) for leaves granted under this Paragraph.

79. Any employee (not exceeding three in number at any one time) selected by the Union to act as a full-time official representative will be given a leave of absence by the Company for the duration of such office. There shall be no deduction from “continuous service” (under this Agreement or the Pension Agreement) for the first twelve (12) months (accumulative) of leave(s) of absence granted under this Paragraph. After the first twelve (12) months of leave(s) of absence under this Paragraph, “continuous service” will be frozen for the duration of such leave(s).

80. Pregnancy shall be treated the same as any other total or temporary disability and leave of absence under the terms of this agreement.

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81. In the event an employee on leave of absence accepts substitute gainful employment or self-employment without the prior consent of the Company, their leave shall automatically be considered cancelled and employment terminated without recourse, except in the following cases:

(A) As an official representative of the Union, or

(B) In some section of the United States (other than Winnebago County, Illinois, or Rock County, Wisconsin), where such employee is residing temporarily because the illness of a member of their immediate family.

82. An employee who is called for jury service shall be excused from work for the days on which they serve and they shall receive, for each day of such service on which they otherwise would have worked, the difference between eight (8) times their classification rate (plus shift premium if applicable) and the payment they receive for jury service. The employee will present proof of such service and the amount of pay received therefore. An employee who is subpoenaed for court appearance and is not the plaintiff or defendant shall be excused from work for the court appearance and shall be paid for each day lost for which they otherwise would have worked in the same manner as provided for jury service, above. The employee will present proof of such appearance and the amount of any pay received therefore.

ARTICLE IX
Adjustment of Grievances

83. It is agreed that the Union will establish a Shop Committee from employees in the bargaining unit to meet with representatives of the Management for the purpose of presenting and participating in the adjustment of grievances, and, when established, shall furnish the Company with the names of the Committee members.

84. Such committee shall consist of three (3) members from the day shift and one (1) member each from the second and third shifts, provided there are at least ten (10) or more employees for each committee member on the second and third shifts. An additional committee member will be added at such time, and for as long as, the bargaining unit exceeds 200 employees. Thereafter, an additional committee member will be designated for every 100 employees added to the bargaining unit.

85. The Company shall recognize alternates appointed to fill a vacancy caused by the vacation or leave of absence of a committee member, and such alternate shall be allowed to attend regular monthly union meetings if they so request.

86. At such time as the entire committee is absent from the plant due to Labor Contract negotiations, two (2) alternate committee members per shift affected may be appointed by the Union and shall be recognized by the Company.

87. Should any difference or dispute arise between the Company and its employee(s) concerning the meaning and application of the provisions of this Agreement, (or should the Union contend that the Company has violated its obligations under the Agreement to the Union, as such) an earnest effort shall be made to settle the difference orally. This oral effort shall be made by the aggrieved employee (or in the case of a breach of obligation to the Union, as such, by a committee member) and/or not to exceed two committee members at the option of the employee. If the matter is not resolved orally, it shall be taken up in the following manner:

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88. FIRST: In writing to the supervisor involved. A meeting shall be held within one (1) working day after receipt of the written grievance. The Company will normally be represented at this meeting by the supervisors involved, provided that the Company may designate alternate or additional First Step Representatives in appropriate cases. The Union will be represented by the grievant and up to two (2) shop committee members. The written grievance shall be answered by one of the Company First Step Representative within two (2) working days after the first step meeting. If the answer is not satisfactory the grievance shall be appealed to the next step by the Union within four (4) working days of the written answer.

89. SECOND: Second step meetings will be held within (7) calendar days of the Union’s request unless otherwise mutually agreed. The Company shall make its written answer within seven (7) working days after the meeting at which the grievance is discussed. If the answer is not satisfactory, the grievance shall be appealed to the next step by the Union within ten (10) working days of the written answer.

90. THIRD: Between an International Representative of the Union, the Local Union President and/or the two Chairpersons of the Shop Committee and the Managers of the Company and/or other Company Representatives at a regular or special meeting. One or more witnesses may be called into the meeting by agreement of the parties. The Company shall make its written answer within ten (10) working days after the third step meeting in which the grievance is discussed.

91. FOURTH: If the Union is not satisfied with the third step answer of the Company, it may, within thirty (30) calendar days of the date of the answer give notice of its intention to refer the grievance to arbitration. (If the Company fails to give an answer within the time limit prescribed at Step Three, the Union may elect to treat the grievance as having been denied and may give notice of its intent to refer the matter to arbitration.) After such notice is given, the Company and the Union will attempt to agree upon an impartial arbitrator. If no agreement is reached within thirty (30) calendar days thereafter the Federal Mediation and Conciliation Service (FMCS) will thereafter be asked to submit a panel of seven (7) arbitrators to the parties. The parties shall, upon receipt of said panel, strike names alternately until one (1) name remains on the panel; this remaining person shall serve as the impartial arbitrator. The arbitrator shall have jurisdiction and authority only to interpret, apply, or determine compliance with the provisions of this agreement insofar as shall be necessary to the determination of grievances appealed to the arbitrator. The arbitrator shall not have jurisdiction or authority to add to, detract from or alter in any way the provisions of this Agreement.

92. Each party shall assume its own expenses in connection with arbitration, and the fee of the arbitrator shall be paid by the two (2) parties, one-half (1/2) by each.

93. Grievances reduced to writing shall be dated and signed by the aggrieved employee(s) or their Shop Committee Member, except that grievances relating to more than two (2) employees shall be signed by at least two (2) aggrieved employees and the Shop Committee Member for the area(s) involved. All answers by the Company and all appeals by the Union shall be in writing, dated and signed by the Company or Union representative involved.

94. In the event an employee dies, the Union may process on behalf of their legal heirs any claim they would have had relating to any monies due under the provisions of this Agreement.

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95. Grievances settled shall be signed off by a Shop Committee Member and/or International Representative.

96. Written grievances and appeals shall be answered by the Company Representative or their designee within the time limit fixed therein or the Union may pass the grievance to the next step, except that in Step 2, if the Company fails to answer within the time limits fixed therein it shall be considered adjudicated in favor of the employee. Grievances not appealed within the specified time limits shall not be eligible for further appeal. All time limits in this Article may be extended with the written consent of the other party.

97. Meetings between the International Representative of the Union, the Local Union President and/or the two Chairpersons of the Shop Committee or their alternates, and Managers of the Company and/or other Company Representatives provided for in the third step of the grievance procedure, shall be held at least once each month, prior to the fifteenth (15^th) of the month to consider all grievance appeals submitted during the preceding month. Special meetings will be arranged on a date and at a time mutually satisfactory in regard to difficulties which may arise and which need immediate attention.

98. Members of the Shop Committee will be afforded time off at their classification rate for the purpose of attending meetings with the Company pursuant to the first three steps of the grievance procedure. A member of the Shop Committee shall also be allowed time off when necessary at their classification rate, to aid in the settlement of grievances in the area which they represent. A committee member on Union activity shall obtain permission from their supervisor (which shall not be unreasonably denied) and properly record their absence prior to leaving their work station to conduct these activities; shall report their presence and their purpose to the supervisor of the department in which they wish to conduct this activity; and shall report their return to their supervisor at the conclusion of this activity. Members of the Shop Committee shall do their utmost to see that their absence from their work station due to handling of grievances shall be as little as practicable and shall do their utmost to see that their absence from the work station does not interfere with production. Company paid time under this section is limited to a weekly maximum of the sum of seven (7) hours times the number of active committee members (“the pool”). All time used by the committee members will be deducted from the pool. Unused hours will not be carried over from week to week.

99. All grievances must be presented promptly and not later than thirty (30) days after the cause of the grievance arises unless the circumstances of the case made it impossible for the employee or the Union to know that they had grounds for such claim prior to that date, in which case the retroactivity shall not exceed thirty (30) days prior to the date the grievance was filed in writing. Grievances involving discharge must be presented within three (3) working days of the action (subject to Par. 103). Grievances alleging improper layoff must be presented within two (2) working days of the Company notice to the employee of this intended layoff or there shall be no retroactivity prior to the date of the grievance.

100. Grievances alleging improper recall must be presented within two (2) working days after notice is given to the employee (at the address last given by them to the Human Resources Department) that a less senior employee was recalled to a job classification to which they were entitled, or there shall be no retroactivity prior to the date of the grievance. In cases of retroactivity the employee will be paid at the rate of the job classification to which they were entitled.

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101. The Grievance Committee of the Union shall be notified and given a list of all employees scheduled for layoff or recall prior to such layoff or recall taking place. The layoff list proposed by the Company shall not become final until one working day after the Union has been provided with the list.

102. The assignment of Shop Committee Members to their respective plant areas shall be a matter of full knowledge to both the Union and the Company immediately. It is further agreed, for the purpose of prompt settlement of grievances, that, where necessary, committee members will handle grievances without restriction as to area.

103. Under the provisions of this Agreement, no employee, after their probationary period provided in Par. 64 of Article VI, Seniority, shall be discharged or given a disciplinary layoff in excess of five (5) days, without first being suspended. Such initial suspension shall be for not more than five (5) working days. During this period of initial suspension, the employee may, if they believe that they have been unjustly dealt with, request a hearing and a statement of the offense before their supervisor or their superintendent or the Human Resources Department Representative, with a Grievance Committee member or the plant committee present if they so desire. At such hearing, the facts concerning the case shall be made available to both parties. After such hearing or if no such hearing is requested, the management may conclude whether the suspension shall be converted into discharge or disciplinary layoff, or dependent upon the facts of the case, whether such suspension shall be extended, or revoked, or modified or affirmed. If the suspension is revoked, the employee shall be returned to employment and made whole in the absence of mutual agreement to the contrary; but in the event a disposition shall result in the affirmation, extension or modification of the suspension, or in the discharge of the employee, the employee may within three (3) working days after such disposition allege a grievance in writing on a regular grievance form which shall be handled in accordance with the procedure outlined in this Article, beginning with Step Two. Should any employee as a result of this grievance, have their discipline or discharge revoked, they shall be returned to work and made whole. In the event of arbitration the arbitrator shall determine what, if any, substitute earnings or compensation are to be offset.

104. Where discipline of an employee is involved or there is a dispute as to the correctness of an employee’s record of absence/tardiness, an employee or (with the employee’s permission) their Shop Committee Member may review their record of absence/tardiness in the presence of a supervisor.

ARTICLE X
Bulletin Boards

105. The Company agrees to provide up to two (2) glassed in bulletin boards with locks to be placed at the South Beloit plant which may be used exclusively by the Union for posting notices signed by the Union Secretary or the President of the Local Union and restricted to:

1.	Notices of Union recreational and social affairs.
2.	Notices of Union appointments and results of Union elections.
3.	Notices of Union meetings.
4.	Notices of Union elections.
5.	Notices, which shall be non-controversial in nature, approved by Company Representatives.

106. It is agreed that the Company may remove any notice which is not in accordance with the above restrictions.

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ARTICLE XI
Wages

107. New and/or changed jobs shall be described and classified in accordance with the National Position Evaluation Program, which may be modified as necessary by mutual agreement. The new or changed description and classification shall then be submitted to the job evaluation committee and, if agreed to, shall then be established. If no agreement is reached, the Company may place the description and classification in effect, after which a grievance may be filed at any time within the next thirty (30) days, contending that the job has been improperly described and/or classified.

108. Job evaluation points assigned to a job classification shall be changed only when it has been established that there have been changes in the job content or by mutual agreement.

109. The standard hourly wage schedule of rates for the respective job classes set forth in Appendix “A” shall become effective and shall remain in full force and effect for the duration of this Agreement. A schedule of jobs in each job class is also included in Appendix “A.” Appendix “A” constitutes the minimum rates of pay for the applicable job classification (direct and indirect as applicable) and are incorporated by reference and are fully made a part of this Agreement.

110. Employees hired on or after May 17, 2006 for all job classifications, shall serve a progression period where applicable, or will enter at the starting wage rate set forth in Appendix “A”. Progression increases may be subject to demonstration of required skills on milestone dates. Bidding into a higher classification will result in applicable new hire rate.

111. Effective on or after August 6, 2006, employees hired prior to May 17, 2006 bumping into a lower classification will result in applicable Incumbent rate. Bidding into a higher classification will enter at the 6 month progression rate for new classification set forth in Appendix “A”.

112. It is understood and agreed that nothing contained in this Article shall prevent the Company from paying a present employee or a new employee the rate of the job classification to which they are transferred or assigned, provided they are qualified and able to perform the work satisfactorily.

113. When a reduction of employees occurs in a classification or in the Company, an employee who has attained a classification above the lowest grade in an occupational group (see Appendix B) shall not be reduced in rate as long as they are retained at work within that occupational group. Such rate retention shall also apply in the event such an employee is recalled to the occupational group from a job classification outside of the occupational group or from layoff out of the plant.

114. An employee wishing to be reduced in classification within an occupational group may exercise this right but once and only in the event there is a posted opening.

115. When employees are temporarily assigned to another job classification outside their own occupational group, they shall be paid on the basis of either the rate of their regular job classification or the rate of the classification to which they are assigned, whichever is greater.

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116. Indirect. When an indirect employee is temporarily assigned to another indirect job classification outside their own occupational group, they shall be paid on the basis of either the indirect rate of their regular job classification or the indirect rate of the classification to which they are assigned, whichever is greater. When an indirect employee is temporarily assigned to a direct job classification outside their own occupational group, they shall be paid the higher of the rate of their regular job classification or the rate of the job classification to which they are assigned.

Direct. When a direct employee is temporarily assigned to another direct job classification outside their own occupational group, they shall be paid the higher of the direct rate of their regular job classification or the direct rate of the job classification to which they are assigned. An employee who is classified in a direct labor classification and who is temporarily transferred to an indirect labor classification, other than pursuant to Article VI, shall be paid either the rate of their regular classification or the rate of the classification to which they are assigned, whichever is greater.

Employees hired on or after January 28, 1984, who are working under the new hire rate progression, will be paid the appropriate rate provided for in this Paragraph when temporarily transferred, reduced to the applicable rate based upon their time in the new hire rate progression.

117. No employee shall be temporarily transferred to another classification outside their occupational group (unless they consent) if there is an employee from another occupational group working in the group and shift and in the Operation to which they are regularly assigned; provided that this limitation shall not apply when an employee has been temporarily transferred out of the occupational group because of disability or their own request.

118. It is agreed that a shift differential shall be paid to an employee regularly assigned to other than the day shift as follows: an employee who works four or more hours after 3:00 p.m. and before 11:00 p.m. shall receive a differential of fifty-five (.55) cents per hour for each hour worked; an employee who works four or more hours after 11:00 p.m. and before 7:00 a.m. shall receive a differential of sixty-five (.65) cents per hour for each hour worked. An employee regularly assigned to the first shift shall not receive a shift differential for overtime work. No change in method of shift differential pay will be made for an employee temporarily transferred from one shift to another for a period not exceeding one day. If such transfer exceeds one day, the shift differential shall be, or shall not be, paid in accordance with the provisions of this Paragraph relating to the shift on which they are temporarily working.

119. Saturday and Sunday shall be as defined in Article IV, Par. 24.

120. In the event the work of a job classification as set forth in Appendix “A” is discontinued or becomes inoperative, the Union will be immediately notified of the reason thereof. Such notification does not preclude the filing of a grievance should any disagreement arise between the parties.

121. Pay Adjustments and Corrections. Where a “retro” adjustment involves a deduction from the employee’s pay, no more than $50 will be deducted from any one check. In the case of gross errors the $50 maximum will not apply and other arrangements will be made.

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ARTICLE XII
Cost-of-Living

122. For the term of this contract, the cost-of-living provisions will be frozen.

123. (A) Except as set forth below in sub-paragraph (C)(3) and (4), all cost-of-living adjustments provided in this Article shall be accumulated in a cost-of-living float which shall be an “add-on,” and shall not be part of an employee’s classification rate. Such adjustments shall be payable only for clock hours actually worked and for reporting allowances and shall be included in the calculation of overtime premium, but, except as provided below, shall not be part of the employee’s pay for any other purpose and shall not be used in calculation of any other pay, allowance, or benefit. Cost-of-living adjustments will be included in the calculation of holiday pay as defined in Paragraph 31 of this Agreement. Vacation pay in any year will be calculated from the prior year’s earnings as stated on the Wage and Tax Statement (Form W2) in accordance with Paragraph 37 of the Agreement.

124. (B) The United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index for Urban Wage Earners and Clerical Workers — C.P.I. — W U.S. City Average: All items 1982-84 = 100 shall be used as the basis for cost-of-living adjustments provided for in sections (C), (D) and (E) below. Such index shall be referred to as the “BLS-CPI.”

125. (C) (1) During the calendar year 1999, there shall be four (4) cost-of-living adjustment dates: February 1, 1999, May 1, 1999, August 1, 1999, and November 1, 1999.

(2) The cost-of-living adjustment added to the cost-of-living float on such date (if a Monday) or on the first Monday following such 1999 adjustment dates, if any, will be an adjustment of one cent ($.01) for each full four-tenths (.4) points movement in the BLS-CPI index figures (after the six cent [$.06] “set off” or “corridor” set forth in [C] [3] below) based upon the following calculation months for the following 1999 adjustment dates:

February 1, 1999 – Subtract September, 1998 index figure from the December, 1998 index figure.

May 1, 1999 – Subtract December, 1998 index figure from the March, 1999 index figure.

August 1, 1999 – Subtract the March, 1999 index figure from the June, 1999 index figure.

November 1, 1999 – Subtract the June, 1999 index figure from the September, 1999 index figure.

If the calculation for any quarterly adjustment when dividing four-tenths (.4) into the applicable BLS-CPI index change between calculation month indexes results in tenths of the index left over, such tenths will be carried over into the BLS-CPI index change between the calculation month indexes for the next quarterly adjustment.

(3) The first six cents ($.06) which the above formula would otherwise generate for 1999 cost-of-living adjustments on the 1999 adjustment dates will not be paid in any form. No 1999 cost-of-living adjustments will be added to the cost-of-living float until the first six cents ($.06) which the application of the formula would produce has been exceeded and then only the amount generated in excess of six cents ($.06) shall be added to the cost-of-living float.

126. (D) (1) During the calendar year 2000, there shall be four (4) cost-of-living adjustment dates: February 1, 2000, May 1, 2000, August 1, 2000, and November 1, 2000.

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(2) The cost-of-living adjustment added to the cost-of-living float on such date (if a Monday) or on the first Monday following such 2000 adjustment dates, if any, will be an adjustment of one cent ($.01) for each full four-tenths (.4) points movement in the BLS-CPI index figures (after the six cent ($.06) “set off” or “corridor” set forth in (D) (3) below based upon the following calculation months for the following 2000 adjustment dates:

February 1, 2000 – Subtract the September, 1999 index figure from the December, 1999 index figure.

May 1, 2000 – Subtract the December, 1999 index figure from the March, 2000 index figure.

August 1, 2000 – Subtract the March, 2000 index figure from the June, 2000 index figure.

November 1, 2000 – Subtract the June, 2000 index figure from the September, 2000 index figure.

If the calculation for any quarterly adjustment when dividing four-tenths (.4) into the applicable BLS-CPI index change between calculation month indexes results in tenths of the index left over, such tenths will be carried over into the BLS-CPI index change between the calculation month indexes for the next quarterly adjustment.

(3) The first six cents ($.06) which the above formula would otherwise generate for 2000 cost-of-living adjustments on the 2000 adjustment dates will not be paid in any form. No 2000 cost-of-living adjustments will be added to the cost-of-living float until the first six cents ($.06) which the application of the formula would produce has been exceeded and then only the amount generated in excess of six cents ($.06) shall be added to the cost-of-living float.

127. (E) (1) During the calendar year 2001, there shall be four (4) cost-of-living adjustment dates: February 1, 2001, May 1, 2001, August 1, 2001, and November 1, 2001.

(2) The cost-of-living adjustment added to the cost-of-living float on such date (if a Monday) or on the first Monday following such 2001 adjustment dates, if any, will be an adjustment of one cent ($.01) for each full four-tenths (.4) points movement in the BLS-CPI index figures (after the three cent ($.03) “set off” or “corridor” set forth in (E) (3) below) based upon the following calculation months for the following 2001 adjustment dates:

February 1, 2001 – Subtract September, 2000 index figure from the December, 2000 index figure.

May 1, 2001 – Subtract December, 2000 index figure from the March, 2001 index figure.

August 1, 2001 – Subtract the March, 2001 index figure from the June, 2001 index figure.

November 1, 2001 – Subtract the June, 2001 index figure from the September, 2001 index figure.

If the calculation for any quarterly adjustment when dividing four-tenths (.4) into the applicable BLS-CPI index change between the calculation month indexes results in tenths of the index left over, such tenths will be carried over into the BLS-CPI index change between the calculation month indexes for the next quarterly adjustment.

(3) The first three cents ($.03) which the above formula would otherwise generate for 2001 cost-of-living adjustments on the 2001 adjustment dates will not be paid in any form. No 2001 cost-of-living adjustments will be added to the cost-of-living float until the first three cents ($.03) which the application of the formula would produce has been exceeded and then only the amount generated in excess of three cents ($.03) shall be added to the cost-of-living float.

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128. (F) In no event will a reduction of the BLS-CPI and the application of the formulas set forth in Subsection (C), (D) and (E) provide the basis for a reduction of an employee’s base rate and such reduction shall reduce the cost-of-living “add on” only to the extent of the amount accumulated in the cost-of-living float for the quarter or quarters involved.

129. (G) No adjustments, retroactive or otherwise, shall be made due to any revision which may later be made in the published BLS-CPI index for any month or months specified in Subsections (C), (D) and (E) above.

130. (H) Should the BLS-CPI, in its present form and on the same basis (including composition of the “Market Basket” and Consumer Sample) as the last index published prior to January 1, 1999 become unavailable, the parties shall attempt to adjust this Article or, if agreement is not reached, request the Bureau of Labor Statistics to provide the appropriate conversion or adjustment which shall be applicable thereafter. The purpose of such conversion shall be to produce as nearly as possible the same result as would have been achieved using the BLS-CPI in its present form.

131. (I) In the event the Bureau of Labor Statistics does not issue the Consumer Price Index on or before the beginning of the pay periods referred to above, any adjustments required will be made at the beginning of the first pay period after receipt of the Index.

ARTICLE XIII
Safety and Health

132. The Company and the Union will cooperate in the objective of eliminating accidents and health hazards. The Company shall continue to make reasonable provisions for the safety and health of its employees at the plants during the hours of their employment. The Company, the Union and the employees recognize their obligations and/or rights under existing federal and state laws with respect to safety and health matters.

133. Protective devices and safety apparel necessary to properly protect employees from injuries shall be provided by the Company. Complaints concerning inadequate heating and/or ventilation will be given prompt and due consideration.

134. The Company will request a physical examination of each and every new employee hired before they report for work. They may from time to time request a physical examination of employees now on the payroll of the Company. It is expressly understood and agreed that any physical examination of employees on the payroll shall be made at the Company’s expense and shall not be done for the express purpose of separating the employee from the payroll of the Company.

135. Employees injured at work who, upon direction of the Company approved medical provider or facility, are unable to complete their shift shall be paid at their classification rate for the difference between the hours actually worked on that day and

(1) On Monday through Friday, the hours they were actually scheduled to work that day, but not more than eleven; or

(2) On Saturday, Sunday or holiday if the injury took place during the first four (4) hours of work, four (4) hours at the applicable premium rate of pay; or, if the injury took place after four (4) hours of work, the number of hours for which they were scheduled (not in excess of eight) at the applicable premium rate of pay.

Nothing herein is intended to prevent employees from seeing a doctor of their own choice, but if they do so on the day of the injury payment under this clause shall require the concurrence of the Company.

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136. A Safety Committee consisting of three employees designated by the Union and at least two management members designated by the Company shall be established to cover the plant. The Safety Committee shall hold monthly meetings at times determined by the Committee. The Committee may engage in periodic safety tours of the items agendaed as part of its regular safety meetings. Time spent in committee meetings and official committee plant tours shall be considered hours worked to be compensated by the Company. The function of the Safety Committee shall be to advise the plant management concerning safety and health and to discuss legitimate safety and health matters but not to handle grievances. In the discharge of its function, the Safety Committee shall: consider existing practices and rules relating to safety and health, formulate suggested changes in existing practices and rules, recommend adoption of new practices and rules, review proposed safety and health programs developed by management and review accident severity and frequency statistics. All accidents involving fatalities or serious disabling injuries, or such other serious situations as merit investigation, such as fires, explosions, or like catastrophes shall be agendaed to the Safety Committee for consideration. Upon request, the Union Safety Committee will be given access on a confidential basis to reports or studies that directly relate to safety hazards, health or dangerous conditions that exist in the plant (e.g., air sampling and noise monitoring). A Union Safety Committee Member upon notice to the Management Safety Council shall be given affordable time to present issues pertaining to safety, at the Management Safety Council meeting.

137. The Union Chairperson or a designee shall be notified immediately when a serious accident has occurred. By the tenth of each month the Company will provide the Union a list of all employees who were sent from work to the physician for treatment during the prior month for work related (or claimed work related) injuries claimed at work during that month.

138. The Union Chairperson or a designee will be afforded time off from their job as may be required to visit departments’ at all reasonable times for the purpose of transacting the legitimate business of the Committee, after notice to the supervisor of the department to be visited and the permission (which shall not be withheld) from their own supervisor. The Company will pay up to four (4) hours/week toward the time spent in such activity.

139. New rules and regulations applicable to safety and health will be posed and discussed with the Safety Committee with the objective of increasing employee cooperation.

140. Recommendations of the Safety Committee shall be submitted to the appropriate Manager for their consideration and for such action that they may consider consistent with the Company’s responsibility to provide for the safety and health of its employees during the hours of their employment and the mutual objective set forth in Par. 132.

141. Grievances involving safety matters shall first be raised orally between the grieving employee and their supervisor as provided in the grievance procedure. If the grievance is not satisfactorily resolved, the employee may immediately (within two (2) working days) file in writing in the second step under such procedure.

ARTICLE XIV
Insurance and Pensions

142. Any benefits payable under said provisions will be coordinated so that the total benefits payable under all such group plans will not exceed 100% of the charges for such services.

143. The term “employer group or prepayment plan” is defined as any group plan for which any employer makes contributions or for which any employer provides a means of collecting contributions required by employees (including payroll deduction).

144. The Pension Agreement, Health Benefits, 401K Plan, Dental Plan, Life and A& S Benefits as provided for in this Agreement shall remain in effect for the term of this Agreement unless mutually agreed to between the Company and the Union.

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ARTICLE XV
Severance Allowance

145. When in the sole judgment of the Company it decides to permanently discontinue the operation of a plant or a substantial section of a plant and finds it necessary to terminate the employment of employees as a result thereof, any employee whose employment is terminated either directly or indirectly as a result thereof and who is not entitled or indirectly as a result thereof and who is not entitled to other employment with the Company under the provisions of Article VI of this Agreement or Par. 147 below will be entitled to a severance allowance in accordance with and subject to the provisions of this Article.

146. Eligibility. To be eligible for a severance allowance an employee must have accumulated one or more years of seniority at the time of termination, as computed in accordance with Article VI of this Agreement.

147. As an exception to Par. 146 above, however, any employee otherwise eligible for a severance allowance that is offered a job within the bargaining unit under the provisions of Article VI of this Agreement will not be entitled to severance allowances whether they accept or reject the job offer. If such a transfer results directly in the permanent termination of some other employee, that employee will then be eligible for a severance allowance, subject to all of the other provisions of this Article.

148. In lieu of severance allowance, the Company may offer an eligible employee a job outside the bargaining unit. The employee will have the option of either accepting the job offered or receiving severance allowance.

149. Scale of Allowance — An eligible employee will receive a severance allowance based on his seniority at the time of termination as follows:

	Weeks of
	Severance
Seniority as of Date of Termination	Allowance
1 year but less than 2 years	2 weeks
2 years but less than 5 years	4 weeks
5 years but less than 10 years	6 weeks
10 years but less than 20 years	8 weeks
20 years or more	12 weeks

150. Calculation of Allowance — A week of severance allowance will be calculated in accordance with the provisions for calculating a week of paid vacation as set forth in Article V of the Agreement.

151. Payment of Severance Allowance — Payment of any severance allowance for which an employee may be eligible will be made in a lump sum at the time of termination.

152. Notwithstanding any other provisions of this Article, any employee who is eligible for a severance allowance under the provisions of this Article, may, at the time of termination, elect to be placed on layoff status for a period of one (1) year, rather than to be terminated and receive severance allowance. At the end of such period, such an employee may elect to remain on layoff status or to be terminated and receive the severance allowance to which they are entitled. If such an employee elects to remain on layoff at the expiration of such period, they will forfeit their right to the severance allowance to which they would otherwise be eligible.

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153. An employee who voluntarily terminated their employment with the Company before they are terminated by the Company will not be entitled to a severance allowance.

154. Nonduplication of Allowance. Severance allowance shall not be duplicated for the same severance, whether the other obligation arises by reason of contract, law, or otherwise. If an individual is or shall become entitled to any discharge, liquidation, severance or dismissal allowance or payment of similar kind by reason of any law of the United States of America or any of the states, districts, or territories thereof subject to its jurisdiction, the total amount of such payments shall be deducted from the severance allowance to which the individual may be entitled under this Article, or any payment made by the Company under this Article may be offset against such payments. Statutory unemployment compensation payments shall be excluded from the nonduplication provisions of this Section, except that the severance allowance will be allocated by the Company to the equivalent number of weeks immediately following termination.

ARTICLE XVI
Termination, Expiration and Scope

155. The terms and conditions of the Agreement shall continue in full force and effect until 12:00 p.m. (midnight), March 28, 2010, and shall continue in full force and effect indefinitely thereafter, provided, however, that either party may terminate this Agreement at any time on or after March 28, 2010 by giving to the other party at least sixty days prior written notice by certified mail of its election to terminate. In the event the Company shall desire such termination of the Agreement, such notice shall be sent by certified mail to the District Office of the United Steelworkers, 1126 South 70^th Street, Suite N509A, West Allis, WI 53214 and a copy shall be sent to the offices of Local Union 3245 at 1620 Shore Drive, Beloit, Wisconsin, 53511. In the event the Union shall desire such termination of the Agreement, notice of such desire shall be sent by the Union by certified mail to the offices of the Company, 449 Gardner Street, South Beloit, IL 61080. Either party may by written notice change the address to which certified mail notice to it shall be given.

ARTICLE XVII
Compliance with Law

156. It is understood and agreed that if any of the terms and provisions of this Agreement are, or become in violation of any State or Federal laws, they are null and void so long as they may be in violation, and it is further agreed that the parties hereto shall immediately meet for the purpose of resolving any term or provisions so indicated.

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UNITED STEELWORKERS	WARNER ELECTRIC, LLC.
Leo W. Gerard	Stan Owens
President United Steelworkers	Operation’s Manager, N.A.
James D. English	Dave Ebling
Secretary-Treasurer	VP/GM ECB Group
Thomas Conway	Charles Evans
Vice President (Administration)	Human Resources Manager
Fred Redmond	Gary Simpler
Vice President (Human Affairs)	Legal Counsel
Mike Bolton	Chet Shubert
Director District 2	Vice President
	Human Resources
Dennis Latus
Staff Representative	Dan Heise
	Plant Operations Manager
Steve Reynolds
President, Local 3245	Judy Crandall
	Human Resources
James Elliott	Representative
Committeeperson
Jada Hammond
Committeeperson
Phil Sholes
Committeeperson

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September 19, 1986

Mr. Lawrence Duncan
Staff Representative

United Steelworkers of America
Beloit, Wisconsin 53511

Dear Mr. Duncan:

Our policy is to utilize our own employees to the maximum practical extent in production and maintenance work. At the same time, it is recognized that problems of skill, equipment, time, economy, and know-how may render it necessary or expedient to subcontract. Whenever the Union feels that subcontracting involves work which could be done economically and within the prescribed time limits by bargaining unit employees, the Company will discuss and explain the matter upon request to the Union. It is further agreed that the Company will notify the Union in writing prior to subcontractors coming into the plant to perform such work or such work being sent out, or contracts to perform such work being signed by management. This letter is not merely meant to constitute a notification procedure but it is intended to, where possible, provide sufficient advance notice so as to allow the Union to, upon request, discuss the decision.

Sincerely,

Donald F. Sorensen

Manager — Employee Relations
Warner Electric Brake & Clutch Company

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Pension

For employees who retire or otherwise become eligible on or after January 30, 2005 the following formulas apply:

Formula to be used for benefits received effective January 30, 2005:
$31.00 multiplied by years of accrued service.

For purposes of pension accrual years of continuous service will be frozen July 3, 2006. Employees who reach 30 years of service and who are at least 57 years of age will be eligible to receive a lump sum payment based on frozen pension accrued.

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APPENDIX “A”

			2/1/2009
	2008		$500 Lump
	Base		INCREASE
Assembler A (Direct labor)
Incumbent Rate		14.77		0
Starting Wage Rate		13.77		0
Wage Progression (3 months post hire)		14.02		0
Wage Progression (6 months post hire)		14.27		0
Wage Progression (9 months post hire)		14.52		0
Wage Progression (12 months post hire)		14.77		0
Assembler B (Direct labor)
Incumbent Rate		14.06		0
Starting Wage Rate		10.92		0
Wage Progression (3 months post hire)		11.19		0
Wage Progression (6 months post hire)		11.44		0
Wage Progression (9 months post hire)		11.71		0
Wage Progression (12 months post hire)		11.96		0
Machinist (Direct labor)
Incumbent Rate		17.18		0
Starting Wage Rate		14.57		0
Wage Progression (3 months post hire)		15.14		0
Wage Progression (6 months post hire)		15.71		0
Wage Progression (9 months post hire)		16.28		0
Wage Progression (12 months post hire)		16.85		0
Shop Coordinator (Direct labor)
Incumbent Rate		17.64		0
Starting Wage Rate		15.09		0
Wage Progression (3 months post hire)		15.64		0
Wage Progression (6 months post hire)		16.19		0
Wage Progression (9 months post hire)		16.74		0
Wage Progression (12 months post hire)		17.29		0
Material Handler (Indirect labor)
Incumbent Rate		13.32		0
Starting Wage Rate		10.92		0
Wage Progression (3 months post hire)		11.19		0
Wage Progression (6 months post hire)		11.44		0
Wage Progression (9 months post hire)		11.71		0
Wage Progression (12 months post hire)		11.96		0

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	2008		2/1/2009
	Base		INCREASE
Inspector (Indirect labor)
Incumbent Rate		15.86		0
Starting Wage Rate		13.53		0
Wage Progression (3 months post hire)		14.10		0
Wage Progression (6 months post hire)		14.67		0
Wage Progression (9 months post hire)		15.24		0
Wage Progression (12 months post hire)		15.81		0
Truck Driver (Indirect labor)
Incumbent Rate		15.49		0
Starting Wage Rate		14.57		0
Truck Driver Diesel (Indirect labor)
Incumbent Rate		16.04		0
Starting Wage Rate		14.83		0
Tool & Die Maker (Indirect labor)
Incumbent Rate		18.88		0
Starting Wage Rate		18.33		0
Senior Tool & Die Maker (Indirect labor)
Incumbent Rate		19.26		0
Starting Wage Rate		18.33		0
Master Mechanic (Indirect labor)
Incumbent Rate		18.63		0
Starting Wage Rate		18.09		0
Senior Master Mechanic (Indirect labor)
Incumbent Rate		19.08		0
Starting Wage Rate		18.09		0
Electrician (Indirect labor)
Incumbent Rate		19.67		0
Starting Wage Rate		19.10		0
Senior Electrician (Indirect labor)
Incumbent Rate		20.08		0
Starting Wage Rate		19.10		0

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ADDENDUM — APPENDIX “A”

(INCUMBENTS)

I. INCUMBENT (Hired Prior to May 17, 2006) Bids up

Assembler B		Machinist
Incumbent Rate	→	6 Month Progression Rate
	→	9 Month Progression Rate
	→	12 Month Incumbent Rate

II. INCUMBENT (Hired Prior to May 17, 2006) Bids down

Shop Coordinator		Assembler A
Incumbent Rate	→	Incumbent Rate
	→	Next Increase per Contract

III. INCUMBENT (Hired Prior to May 17, 2006) Bumping up or down

All Classifications		All Classifications
Incumbent Rate Old Classification	→	Incumbent Rate New Classification
	→	Next Increase per Contract

(NEW HIRES)

IV. NEW HIRE < 6 months (Hired on or after May 17, 2006) Bidding up

Assembler A		Machinist
New Hire Rate	→	New Hire Rate
3 Month Progression Rate	→	3 Month Progression Rate
6 Month Progression Rate	→	6 Month Progression Rate

Employee enters new classification wage rate in the same relative “grid” wage rate as they were in while in their old classification. Time begins at day 1.

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V. NEW HIRE > 6 months (Hired on or after May 17, 2006) Bidding up

Assembler A		Machinist
6 Month Progression Rate	→	6 Month Progression Rate
9 Month Progression Rate	→	6 Month Progression Rate
12 Month Progression Rate	→	6 Month Progression Rate
	→	9 Month Progression Rate
	→	12 Month Progression Rate

Employee enters new classification wage rate in the same relative “grid” wage rate as they were in while in their old classification. Time begins at 1 day.

VI. NEW HIRE (Hired on or after May 17, 2006) Bidding down

Machinist		Assembler B
New Hire Rate	→	New Hire Rate
3 Month Progression Rate	→	3 Month Progression Rate
6 Month Progression Rate	→	6 Month Progression Rate
9 Month Progression Rate	→	9 Month Progression Rate
12 Month Progression Rate	→	12 Month Progression Rate

Employee enters new classification wage rate in the same relative “grid” wage rate as they were in while in their old classification. Time begins at 1 day.

VII. NEW HIRE (Hired on or after May 17, 2006) Bumping up or down

(Down) Machinist		Assembler B
New Hire Rate	→	New Hire Rate
3 Month Progression Rate	→	3 Month Progression Rate
6 Month Progression Rate	→	6 Month Progression Rate
9 Month Progression Rate	→	9 Month Progression Rate
12 Month Progression Rate	→	12 Month Progression Rate

(Up) Assembler B		Machinist
New Hire Rate	→	New Hire Rate
3 Month Progression Rate	→	3 Month Progression Rate
6 Month Progression Rate	→	6 Month Progression Rate
9 Month Progression Rate	→	9 Month Progression Rate
12 Month Progression Rate	→	12 Month Progression Rate

Employee involuntarily bumping will retain time in grid upon moving to new classification.

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APPENDIX “B”
RATE RETENTION GROUPS

1.	Material Handler
2.	Assembler A, Assembler B
3.	Machinist
4.	Shop Coordinator
5.	Inspector
6.	Truck Driver
7.	Truck Driver Diesel
8.	Senior Tool & Die, Tool & Die
9.	Senior Master Mechanic, Master Mechanic
10.	Senior Electrician, Electrician

APPENDIX “C”
OVERTIME DISTRIBUTION AGREEMENT

1. Supervisors shall be responsible for the equalization of overtime and for maintaining and the daily posting of overtime distribution records; each group showing the names of the employees in the group and the overtime hours worked and/or declined by each employee, total overtime hours charged, and the employee’s shift and overtime group to which assigned. Overtime hours charged but not worked will be identified with a circle around the hours charged.

2. Overtime within each overtime group shall be maintained within the thirty straight time hour spread, regardless of shift.

3. Only overtime that is offered to an employee on or before his shift prior to the shift on which the overtime is to be worked will be charged to an employee who declines the offered overtime. It is agreed that in the event an employee is scheduled to work overtime for any of the reasons spelled out below, they shall be charged. There is no intent to allow anyone to arbitrarily schedule an employee to work overtime just for the sake of charging them to bring their overtime in line without working anyone. For the purpose of charging overtime, it is understood that, the overtime period begins at the time the employee completes a normal work day (8 hours).

4. No employee shall be discriminated against or disciplined for their inability to work overtime, except that an employee shall be required to work overtime if they have agreed to do so, or if they have been notified to work overtime at least forty (40) hours ahead of time and have not been excused.

5. Overtime hours worked or declined by the employee shall be charged on the basis of straight time for each hour.

6. When an employee new to the Company has passed sixty days of their probationary period, they shall be charged with the average overtime hours in the overtime group to which they are assigned. The new employee will not work overtime hours prior to their 60^th day unless all employees in their overtime group are assigned to work overtime, or unless all other available employees in their overtime group have been asked to work.

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7. When an employee is transferred (other than temporary transfers) they shall be charged with the average of the overtime group to which they are assigned on the first day of their transfer.

8. When an employee in an overtime group is absent for any reason, they shall be charged for the overtime hours that they could have worked had they been available.

9. When the Company attempts, but is unable to contact any employee not on Company premises, the employee shall not be charged with the overtime hours which the Company was attempting to offer them.

10. The Company may schedule employees to continue work during overtime hours which they were performing during straight-time hours even though this may create a temporary imbalance of overtime opportunities within the limitations specified in Paragraph 2 above.

11. When an overtime group is exhausted the Company will use an employee from that same occupational group provided there is not an experienced employee currently in the area.

12. If an overtime group is not exhausted, and an employee from another overtime group performs overtime work in that overtime group (except as is provided in Paragraph 34, Article IV) the Company shall reimburse the low employee in the overtime group for the actual overtime hours they would otherwise have worked, at the appropriate overtime premium rate. It is recognized that time to time an employee scheduled for overtime may fail to report as scheduled, and the Company may assign an employee from another overtime group if necessary, or an employee from the proper overtime group, whichever is practicable, without incurring any violation of these overtime distribution provisions, until such time as with reasonable diligence a proper employee from the proper overtime group can be assigned. For purposes of this Appendix, the availability of an employee in an overtime group shall be considered exhausted if all hours of overtime opportunity are offered to the employees within the overtime group in a twenty-four (24) hour period in accordance with the provisions of Article III and Article IV of this Agreement.

13. If the Company bypasses the lowest available employee in the overtime group (and the overtime hours of such employee are lower than the permissible spread at the time the overtime begins), the Company shall be liable to reimburse such employee at the appropriate overtime premium rate for the actual overtime hours they otherwise would have worked. Employees who receive reimbursement without working shall be charged with the appropriate number of hours on the overtime list.

14. The overtime distribution total shall continue from year to year without a cutoff date being applicable. In other words, if an employee is behind on their overtime opportunities for the previous contract year, they shall have first opportunity for overtime hours in the succeeding year. The overtime totals shall be carried over at the end of each contract year in the same manner as they are carried over from month to month during the contract year.

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15. For purposes of overtime distribution only, a vacation taken in weekly increments will be considered to start on Friday after the completion of the employee’s shift and finishing at the start of the employee’s shift on Monday following the week or the multiple of weeks vacation. In the case of a day or day’s vacation immediately before a weekend, the weekend shall be considered as part of the employee’s vacation with work commencing on their regular shift on Monday. If the employee elects to take a day or day’s vacation starting Monday, the vacation will be considered as having started on the previous Friday at the end of the employee’s shift. In the case of single day’s vacation taken on Friday or Monday, an employee may at their option, if asked, work weekend overtime.

16. In scheduling weekend overtime the following procedure shall apply:

(A)	The supervisor involved will, in accordance with normal practice, determine how many, and which employees are required for Friday, Saturday, and Sunday overtime.
	Should the supervisor determine to ask an employee who would be “on vacation” (which, in accordance with Paragraph 15 of the Overtime Distribution Agreement, begins at the end of their shift on Friday) the employee will be charged for overtime if asked. If the employee’s entire overtime group has been scheduled, the employee will be considered “asked.”
(B)	The Company may, either by asking the employee as an individual or by scheduling their entire overtime group, offer an employee overtime work on the Friday or Saturday or Sunday which begins their vacation. No disciplinary action will be taken if the employee refuses this overtime unless they have accepted the overtime assignment and fail to report.

When the Company schedules or asks an entire overtime group for a week or more at a time all employees in that overtime group will be charged for all hours scheduled or asked unless the employee’s overtime is cancelled by a supervisor.

When an employee is on leave of absence or vacation they will be charged for overtime hours worked if one employee above the employee on leave of absence or vacation and all the employees below are asked to work.

(C) With the exception of the Friday or Saturday or Sunday which begins as employee’s vacation, an employee on vacation will not be eligible for overtime assignments during their vacation, but will however be charged for overtime in accordance with Paragraph 8 of the Overtime Distribution Agreement.

17. If an employee has a physical limitation, known to the supervisor, due to a dermatitis condition, back or weight limitation, or legal restriction, etc., so that they are precluded from these tasks during straight time hours, they will not be permitted to work at these tasks on overtime hours. However, they shall be charged for all overtime hours that would have been available to them, provided that another employee actually performs the work. Such limitation shall be noted on the overtime record.

18. The Company shall make every attempt to notify employees of overtime as soon as possible.

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APPENDIX “D”
OVERTIME GROUPS

Group #1 — Material Handler
Group #2 — Assembler A
Group #3 — Assembler B
Group #4 — Machinist
Group #5 — Shop Coordinator
Group #6 — Inspector
Group #7 — Truck Driver
Group #8 — Truck Driver Diesel
Group #9 — Senior Tool & Die, Tool & Die
Group #10 — Senior Master Mechanic, Master Mechanic
Group #11 — Senior Electrician, Electrician

LETTER OF UNDERSTANDING

Any overtime groups agreed to are subject to change as new cells are developed.

PRODUCTIVITY INCENTIVE

The South Beloit Productivity Incentive program will be implemented as soon as practicable following the ratification of the collective bargaining agreement. The program will be made retro-active to February 1, 2009. The Company and the Union committee will meet to discuss and agree on how this program will be monitored and communicated to employees. The Union committee will have the right to information necessary to evaluate the performance of the program. Issues that arise on the performance of the incentive program shall be reviewed and resolved if possible by a committee comprised of a minimum of two Company and two Union officials. Alleged breaches of the terms of this productivity incentive program are subject to the grievance and arbitration provisions of the CBA.

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ENROLLMENT DATES

Group Health Insurance

The participant can re-enroll during the two (2) week open enrollment of each year. The participants cannot make a change in plan coverage unless there is a qualifying event such as marriage, birth, etc. Changes such as adding a dependent, dropping a dependent may be made at any time during the year.

Option Life

Participants may enroll or increase their coverage once a year during the two (2) week open enrollment of each year. They may stop at any time with 30 days advanced notice.

401(k)

Employees are eligible for initial enrollment after sixty (60) days of employment. Changes in the amount of contribution, investment elections, and investment transfers can be done at any time. Contributions may be stopped at any time. Participants may reenroll the first day of the following month after they stop deductions.

401(k) Program
Effective July 1, 2006, Company matches 50% up to 6% (for total of 3% of eligible wages)

Employee Contribution		Employer Contribution		Total
1% of eligible wages		0.5% of eligible wages		1.5% of eligible wages
	2%		1.0%		3.0%
	3%		1.5%		4.5%
	4%		2.0%		6.0%
	5%		2.5%		7.5%
	6%		3.0%		9.0%

APPENDIX “E” INSURANCE
SCHEDULE OF BENEFITS

For You	For Your Dependents
Life insurance: $40,000 effective 2/1/2009	Life insurance: Spouse $8,000 Each dependent child $4,000
Additional life and AD&D: In $1,000 increments combined maximum coverage $60,000 through payroll deduction.	Additional spouse and dependent life insurance: Spouse $14,000/dependent $6,000 available through payroll deduction.
Sickness & Accident: 67% of base pay up to a maximum of $410 per week effective 2/1/2009.	Not applicable.

Life insurance and accidental death and dismemberment insurance benefits are both occupational and non-occupational. All other benefits are non-occupational.

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No benefits for A.D. & D. shall be payable for any loss resulting from taking poison, asphyxiation, or inhalation of gas, self-destruction, acts attributable to war and other causes specified in the policy; or, when the date of accidental bodily injury is more than one hundred twenty days from the date the loss is sustained.

Accident and sickness benefits begin on the first day of accident, first day of hospitalization or outpatient surgery, and eighth day of sickness, and continue for a maximum of thirty-nine weeks during any one period of disability. Worker’s Compensation to be supplemented by Accident and Sickness Benefit including a payment at the per diem Sickness and Accident level (1/5th of the Sickness and Accident Weekly Benefit Amount) for the Worker’s compensation waiting period (not including the day of the accident which is covered by Paragraph 135 of the Collective Bargaining Agreement). Such supplement for the waiting period may be by direct payment or insured with the Sickness and Accident carrier and if the waiting period is subsequently paid by any other insurance, by any governmental agency or from any other source, the Company shall be entitled to reimbursement from the employee by payroll deduction, set off from future Worker’s compensation payments from the Worker’s Compensation insurance carrier or any other reasonable method of recoupment, other than recoup from a private policy carried by the individual employee where he or she is paying the full premium.

The individual certificate will define a continuous disability or confinement.

“Dependents” include only, your spouse and unmarried children from the date of live birth until nineteen years, stepchildren and legally adopted children are eligible dependents; but parents or other relatives are not eligible for dependent coverage even though supported by you. Children after attainment of age nineteen while incapable of self support because of a disabling sickness or injury that commenced prior to age nineteen are covered provided such child was eligible for coverage as a dependent prior to age nineteen. Such children must otherwise meet the definition of dependent children, must legally reside with you, and must be principally supported by you. Children until age twenty seven are eligible dependents if they are full-time students at an accredited school provided they are unmarried and otherwise a dependent.

Eligibility — A regular employee actively at work will be eligible immediately. Future new regular employees will become eligible for Medical and Dental on the first day of the month after hire. Future new regular employees will become eligible for Short-Term Disability 60 days after hire date.

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INSURANCE AGREEMENT

THIS AGREEMENT is made and entered into this 1st day of February 2009 by and between WARNER ELECTRIC, LLC or its successors or assigns (hereinafter referred to as the “Company”) and the UNITED STEELWORKERS (hereinafter referred to as the “Union”) on behalf of itself and LOCAL UNION NO. 3245.

Definitions

1. Wherever used herein:

(a)	“Employee” means an individual in the bargaining unit who has completed their first 60 days (except for health care);
(b)	“Program” means the program of insurance benefits established by this Agreement;

Program of Insurance Benefits

2. The Program shall be applicable to Employees while this Agreement is in effect in accordance with the provisions of this Agreement, subject to the following provisions:

(a)

Employees not actively at work on February 1, 2009 shall not be eligible to participate under the Program until they return to active work on or after February 1, 2009 provided, however, that any Employee who shall return to work and who shall subsequently become eligible for benefits due to a recurrence of a disability or claim which commenced prior to February 1, 2009, will be eligible for benefits at the applicable rates of benefits provided for under the Program, but only for the balance of the period for which he would have been entitled to benefits under the Prior Program.

(b)

The amounts of life insurance after retirement provided for under the Program shall be applicable in accordance with the Benefit Continuation Clause for Early Retirement Window Plan.

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3. Medical Plan — Effective February 1, 2009, a comprehensive Preferred Provider Organization (PPO) medical, offering both in and out of network benefits, will become effective for all employees. Basic features of the plan are as follows:

ALTRA BASIC PLAN
SCHEDULE OF BENEFITS

Benefit	In-Network	Out-of-Network
Annual Deductible	$500/$1,000	$1,000/$3,000
Coinsurance	80%/20%	60%/40%
Out of Pocket Maximum	$2,000/$4,000	$4,000/$8,000
Lifetime Maximum	Unlimited	Unlimited
Office Visit Copayments
Primary Care Physician	$15 per visit	N/A
Specialist	$30 per visit	N/A
Inpatient Hospital Services
Inpatient Care	20% after deductible	40% after deductible
Surgery & Anesthesia	20% after deductible	40% after deductible
Physicians Services	20% after deductible	40% after deductible
X-ray & Lab Services	20% after deductible	40% after deductible
Outpatient Services
Outpatient Surgery	20% after deductible	40% after deductible
Maternity Services
Hospital Services	20% after deductible	40% after deductible
Prenatal-Postpartum	Office Visit Copay $15 or $30	40% after deductible
Mental Health/Substance Abuse
Inpatient	20% after deductible As many days as medically necessary.	40% after deductible
Outpatient	Office Visit Copay $15 or $30	40% after deductible
Emergency Room	$250 Copay *(waived if admitted)	40% after deductible
Medical Services
Office Visits	Office Visit Copay $15 or $30	40% after deductible
Gynecological Visits	Office Visit Copay $15 or $30	40% after deductible
Specialist Visit	$30 Copay	40% after deductible
Well Child (Immunizations)	Office Visit Copay $15 or $30	40% after deductible
Annual Physical	Office Visit Copay $15 or $30	40% after deductible
X-ray & Lab	20% after deductible	40% after deductible
Allergy Tests & Treatment	Office Visit Copay $15 or $30	40% after deductible

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Benefit	In-Network	Out-of-Network
Prescription Drug
Generic (Mandatory)	$10 Copay
Brand	$25 Copay
Non-Formulary	$40 Copay
Mail Order (Mandatory for maintenance medications)	90-day supply, $20, $50, $80
90 Day Retail	Not Available
Vision Care
Eye Exam	$60 — allowance per plan year, in or out of network
Eyewear	$100 allowance per plan year
Other Services
Skilled Nursing Facility	20% after deductible	40% after deductible
Home Health Care	20% after deductible	40% after deductible
Durable Medical Equipment	No Copay, no deductible	40% after deductible
Chiropractic Services, $500 Maximum	$30 Copay	40% after deductible

This is a summary of some of the basic features of your health care plan. For a complete listing of benefits, exclusions and limitations please refer to your plan booklet.

Weekly Medical Plan Contribution
	2/1/2009
Single	$	40.12
Employee & Spouse	$	75.04
Employee & Child(ren)	$	71.76
Family	$	104.63

On an annual basis, if an additional plan is made available to non-bargaining unit employees, this plan will be made available to bargaining unit employees subject to bargaining with the union.

Contributions will be set at the lesser of 30% of the actual premium or a guaranteed maximum as stated in the medical and dental charts.

The Company and Union, by mutual agreement, may change health benefit plans to an equivalent coverage lower cost plan. Employee contributions will be 25% of the premium.

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4. Dental Plan

Dental benefits are provided based on the schedule below:

Annual Deductible:	$25/$75
Benefit Type:
Preventive ($0 Ded.)	100%
Basic	80%*
Major	50%*
Orthodontic Benefit ($0 Ded.)	50%*
Maximum Annual Benefit	$1,000 per person
Orthodontic Lifetime
Maximum	$1,500 per person

* DeltaPreferred and DeltaPremier dentists will accept Delta Dental’s payment, plus any required employee coinsurance and any applicable deductible as payment in full. These dentists will file your claims for you. If you go to a non-network dentist, payment will be made directly to you unless you assign benefits to the dentist. Delta Dental will pay the lower of usual, reasonable, and customary as determined by the Plan of the state in which services are rendered or the fee the dentist bills for covered services. You will be responsible for paying the difference between the non-participating dentist’s charge and Delta Dental’s payment.

Weekly Dental Plan Contribution
	2/1/2009
Single	$	2.05
Couple	$	3.47
Family	$	5.93

The dental program shall not be subject to the insurance continuation provisions of Paragraph 14 of this Agreement, nor shall this program be provided for future retirees.

5. Hearing aids and the associated examination will be self-funded at 50/50 to a maximum Company payment of $2,500 every three (3) years. Eligible dependents are covered.

6. Life Insurance and AD & D

(a) Employees with life insurance and AD & D coverage shall have the right, at their option, to increase both coverages equally through payroll deduction, at their own expense, in $1,000 increments, at $.44/month per $1000, up to a maximum of $60,000 life insurance coverage and $60,000 AD & D coverage. Coverage shall be on a monthly basis. Employees may initiate, increase, or decrease such additional coverages during the two (2) week open enrollment of each year and may terminate at any time upon thirty (30) days written notice.

(b) Employees with dependent life insurance coverage shall have the right, at their option, to increase the coverage through payroll deduction, at their own expense at the rates listed below. The additional $14,000 spouse/$6,000 dependent insurance coverage shall be paid on a monthly basis through payroll deduction. Employees may initiate, increase, or decrease such additional coverages during the two (2) week open enrollment of each year and may terminate at any time upon thirty (30) days written notice.

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	Cost
	Per Family
Age of Employee	Per Month
Less than 30	$	1.50
Age 30-34	$	1.60
Age 35-39	$	1.90
Age 40-44	$	2.60
Age 45-49	$	3.80
Age 50-54	$	5.60
Age 55-59	$	8.40
Age 60-64	$	12.20
Age 65-69	$	18.70

Cost of Benefits

7. The cost of the benefits under the Program shall be paid by the Company, except as provided below in this Paragraph 7 and 10 hereof:

(a) Any employee on layoff who elects to continue basic life insurance after the last month of layoff for which such life insurance is continued without contribution by him will be required to pay $.44 per month (or the applicable group premium rate at the time of the layoff) per $1,000 of basic life insurance for each month as to which he is eligible in order to continue such insurance.

(b) The amounts required to be paid for benefits provided under law in excess of basic Program benefits shall be paid entirely by the Employees.

Participation by Employees

8. Each employee shall be a participant in the Program and the amount, if any, which he shall be required to contribute to the cost thereof, shall be deducted by the Company from his pay. Each Employee shall furnish to the Company any such written authorization or assignment (in a form agreed to by the Company and the Union) as shall be necessary to authorize the deduction from his pay of the amount of any contributions.

Changing selection during plan year is possible only if you have a change in your family situation. This would include:

• The birth or adoption of a child.

• Marriage or divorce.

• Death of your spouse or other dependent.

• Significant change in employee or spousal health coverage attributable to the spouse’s employment.

• Employee or spousal employment status change.

Other major changes may be considered, depending on the circumstances.

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Requirements of Law

9. It is intended that the provisions for the insurance benefits which shall be included in the Program shall comply with and be in substitution for the provisions for similar benefits which are or shall be made by any applicable law or laws. Where, by agreement, certain basic benefits under the Program are provided under law rather than under the Program, the Company will pay the amount required to be paid therefore, including any employee contribution required by law on account of such benefits. The Company shall, after consultation with the Union, reduce the benefits of the Program to the extent that benefits provided under any law would otherwise duplicate any of the Program benefits.

Effective January 30, 2005, active and retired employees and their dependents, who are 65 years or older and who are entitled to Medicare, will not be reimbursed for the Part B monthly premium, if they are paying such premium under the Medicare Program. In addition, the Company will not reimburse the monthly Part B premium for disability retirees retiring on or after January 30, 2005 if they are paying such premium under the Medicare program.

Additional and Alternate Benefits

10. The Program shall be in substitution for any and all insurance benefits or payments to or on behalf of Employees for death, sickness or accident, hospitalization, medical or surgical service provided by the Company in whole, or in part, except as the Company and the Union have agreed or may agree in writing.

Administration of the Program

11. The Program shall be administered by the Company or through arrangements provided by it. Except as may otherwise be provided in this Agreement, the Company will arrange to have the hospitalization and physicians’ services benefits under the Program provided through contracts with carriers selected by the Company, which contracts, respectively, shall be consistent with this Agreement and shall provide benefits in the amounts listed in Appendix E. Sickness and accident benefits and life insurance shall be provided by such method and through such carriers, if any, as the Company in its sole discretion shall determine.

All benefits except life insurance, accidental death and dismemberment and weekly income benefits shall be paid directly to the provider of the service for which benefits are payable.

Administration of Sickness and Accident Benefits

12. The payment of sickness and accident benefits is an obligation of the Company, but the Agreement with the Union permits the Company to provide the payment through a policy with an insurance company. The Company performs important administrative functions in connection with the handling of claims, including the issuance of benefit checks. In the typical case, such handling is routine and a claim is paid within two weeks after it is received by the Company. The Company is authorized to make benefit payments on claims without prior approval of the insurance company when Company personnel engaged in claims work determine the claim meets the standards established by the insurance company for Company approval. If you have a claim which does not meet these standards it is referred to the insurance company for decision and you are notified of such action within two weeks after the claim is received by the Company. In reaching its decision, the insurance company may take reasonable steps to investigate the medical and other factual aspects of the claim.

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Life Insurance for Disability Retirees

13. An employee who shall retire on or after January 30, 2005 under the disability provisions of the Company Pension Plan at or after age 57 and prior to age 62 will have his life insurance (in the full amount set forth in Appendix E) continued until age 62 at which time it will be reduced to $5,000.00.

An employee who shall retire under the disability provisions of the Company Pension Plan prior to age 57 will receive in equal monthly installments over a five year period the full face value of his life insurance benefit then in effect. If death occurs before the full face value has been paid, his beneficiary will be paid the difference between said full face value and the amount already paid.

At the time an employee in any of the above categories leaves the employment of the Company, Accidental Death & Dismemberment coverage will cease.

BENEFIT CONTINUATION CLAUSE FOR EARLY RETIREMENT WINDOW PLAN

The Company and the Union have agreed to an early retirement window plan which shall be available to designated employees who notify the Company of their election to retire by August 1, 2006 and retire before December 31, 2006.

Employees who retire in accordance with the above-described early retirement window plan (“early retirees”), and employees who have retired between December 1, 2004 and May 5, 2006, shall be eligible for continued coverage under the Company’s medical and retiree life insurance plans until they reach age 65.

Early retirees who elect continued coverage shall make the same contributions and receive the same medical benefits as active employees. Early retirees shall be eligible for single, couple or family coverage, subject to the applicable contribution. Contributions to the cost of insurance shall be made by the retiree by sending in a monthly check to the Company by the 1^st of each month.

Early retirees between the ages of 57 and 65, who elect single, couple or family coverage under the medical plan, shall have their medical coverage continued until such a time they are qualified for Medicare or Medicaid or in the case of children until they no longer qualify because of age, disability, marriage, etc.

Early retirees shall be subject to the same plan terms and rules as active employees, including but not limited to dates for changing coverage, contributions, exclusions, co-pays, deductibles, benefits, limits on benefits, etc. Such terms and rules may be amended, subject only to the Company’s duty to negotiate with the Union over changes in benefits affecting active employees. If any amendments are made to the terms affecting active employees, early retirees will be subject to the same amendments as active employees. In the event coverage for active employees is terminated, coverage for early retirees shall also be terminated.

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For purposes of COBRA coverage, retirement shall be treated as a qualifying event and the maximum period for COBRA coverage shall be measured from the date of retirement.

This clause shall survive expiration of the collective bargaining agreement. This clause shall be binding on the Company and its successors.

RETIREMENT OPTION 1.
SPECIAL RETIREMENT PROGRAM

• Employees age 57+ with 30 years of service as of December 31, 2006

• Must elect to retire by August 1, 2006

• Still eligible for $2,000 ratification payment

• Retiree healthcare benefits remain intact. Retiree healthcare available at applicable (currently 25%, 30% effective 1/1/2007) active employee contribution rate, OR a one-time $13,000 cash payment in lieu of healthcare benefits.

• Lump sum pension payment option is available.

• Retiree healthcare assurance letter provided.

• Warner Electric management will determine last day worked, which will be prior to 12/31/2006 or a later date by mutual agreement.

RETIREMENT OPTION 2.
EARLY RETIREMENT PROGRAM

• Employees age 57+ with 5 years of service as of December 31, 2006

• Must elect to retire by August 1, 2006

• Still eligible for $2,000 ratification payment

• $13,000 cash payment

• Retiree healthcare and retiree life insurance is no longer available.

• Plan does not allow a lump sum pension payment for employees with less than 30 years of service.

• Warner Electric management will determine last day worked, which will be prior to 12/31/2006 or a later date by mutual agreement.

Extension of Benefits

14. If an employee shall be absent from the service of the Company for a period not to exceed thirty (30) months, due to non-occupational disability (validated by doctor’s certificate) the insurance program shall be kept in effect for such employees during such thirty (30) month’s period only. In cases of absence due to occupational disability, the insurance program shall be kept in effect for up to five (5) years.

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In cases of layoff of employees with less than two (2) years of seniority, the group insurance program shall cease on the last day worked except that such employee shall have the conversion privileges provided for in the master insurance policy. In cases of layoff of employees with two (2) or more years of seniority, sickness and accident benefit coverage will cease on the last day worked; life insurance, hospitalization benefits, and surgical benefits shall be kept in effect for two (2) months after the end of the month in which the employee last worked; life insurance may be continued thereafter for a period of an additional twelve (12) months by paying the required premiums in advance to the Company in the amount specified in Paragraph 4 (a) above.

In cases where an active employee dies with five (5) but less than ten (10) years of seniority with dependent coverage in effect at the time of death, the dependent coverage (hospital, surgical, medical, dental and drug only) will be continued for the dependents during the month of death and the following six months assuming continued payment of the monthly premium contribution provided for in the group insurance program. This extension shall be the month of death and the twelve following months in the case of an active employee who dies with ten (10) or more years of seniority and with dependent coverage in effect at the time of death.

Extent of Company Obligation

15. The failure of any carrier to provide for benefits under the Program shall not result in any liability to the Company, nor shall such failure be considered a breach by the Company of any of the obligations which it has undertaken by this or any other agreement with the Union. In the event of any such failure, the Company and the Union shall immediately take action to provide substitute coverage in accordance with the provisions of this Agreement. Differences between claimants and the insurance carrier or their agents shall not be subject to the grievance procedure provided in the Basic Agreement. In the event of a disputed claim the Company will assist in communicating with the insurance carrier to assure compliance with the Master Insurance Contract.

Insurance Reports

16. The Union shall be furnished, upon request, an annual report regarding the Program. From time to time during the term of this Agreement, the Union shall be furnished such additional information as shall be reasonably required for the purpose of enabling it to be properly informed concerning the operation of the Program. Any accounting under the Program shall make no distinction between the experience with respect to Employees and other employees who may be covered, except that experience of employees who participate in the Program on a different basis or are entitled to different benefits from those provided for employees represented by the Union shall be included in such accounting only to the extent that the Company and the Union agree to such inclusion. The Company will continue the present arrangements under which it undertakes the keeping of insurance records of individual employees, the completion of individual employees’ certificates, the recording of changes in insurance classifications and a major portion of the investigation and payment of claim. The cost to the Company of performing such work will not, for any accounting under the Program, be deemed to be a cost of the Program.

55

Term of Agreement

The Insurance Agreement dated February 1, 2009 shall remain in effect through March 28, 2010. This Agreement shall become effective as of February 1, 2009 and shall remain in effect until March 28, 2010 in accordance with the Basic Agreement.

56

EX-31.1

EXHIBIT 31.1

Certification of Chief Executive Officer

I, Carl R. Christenson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Altra Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2009	By:	/s/ Carl R. Christenson
		Name:	Carl R. Christenson
		Title:	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Chief Financial Officer

I, Christian Storch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Altra Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2009	By:	/s/ Christian Storch
		Name:	Christian Storch
		Title:	Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer

In connection with the Quarterly Report of Altra Holdings, Inc. (the “Company”) on Form 10-Q for the period ended June 27, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carl R. Christenson, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that to the best of my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certificate is being furnished solely for purposes of Section 906.

Date: August 4, 2009	By:	/s Carl R. Christenson
		Name:	Carl R. Christenson
		Title:	President and Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer

In connection with the Quarterly Report of Altra Holdings, Inc. (the “Company”) on Form 10-Q for the period ended June 27, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christian Storch, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that to the best of my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certificate is being furnished solely for purposes of Section 906.

Date: August 4, 2009	By:	/s/ Christian Storch
		Name:	Christian Storch
		Title:	Vice President and Chief Financial Officer