Exhibit 4.2
THIRD SUPPLEMENTAL INDENTURE
This Third Supplemental Indenture (this "Supplemental Indenture"),
dated as of April 5, 2007, is entered into among Altra Industrial Motion, Inc.
(the "Company"), the Guarantors signatory hereto (the "Guarantors"), TB Wood's
Incorporated ("TB Wood's"), Plant Engineering Consultants, LLC ("PEC"), TB
Wood's Corporation ("TB Wood's Corp.") and TB Wood's Enterprises, Inc. ("TB
Wood's Enterprises" and together with TB Wood's, PEC and TB Wood's Corp., the
"New Guarantors") and The Bank of New York, as trustee under the Indenture
referred to below (the "Trustee"). Capitalized terms used herein but not defined
shall have the meanings ascribed to them in the Indenture (as defined below).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of February 8, 2006 (as amended by the First
Supplemental Indenture, dated as of April 24, 2006, the "Indenture"), among the
Company, the Guarantors, the Trustee, The Bank of New York, as Principal Paying
Agent, and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent,
that provides for the issuance by the Company of up to an aggregate principal
amount of Pound Sterling 33,000,000 of 11 1/4% Senior Notes due 2013 (the
"Notes");
WHEREAS, Section 9.01 of the Indenture provides, among other things,
that the Company, the Guarantors and the Trustee may amend or supplement the
Indenture and the Notes without the consent of the Holders to allow any
Subsidiary or any other Person to guarantee the Notes;
WHEREAS, the Company, the Guarantors and the New Guarantors desire
to execute and deliver this Supplemental Indenture to the Indenture for the
purpose of allowing the New Guarantors to guarantee the Notes;
WHEREAS, the execution and delivery of this Supplemental Indenture
has been duly authorized by the Company, the Guarantors and the New Guarantors
and all conditions and requirements necessary to make this Supplemental
Indenture a valid and binding agreement of the Company, the Guarantors and the
New Guarantors have been duly performed and complied with; and
WHEREAS, pursuant to Sections 9.01 and 9.06 of the Indenture, the
Trustee is authorized to execute this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Company, the Guarantors, the New Guarantors and the Trustee mutually covenant
and agree for the equal and ratable benefit of the holders of the Notes as
follows:
ARTICLE I
AMENDMENTS TO INDENTURE
Section 1.01. AGREEMENT TO GUARANTEE. Each of the New Guarantors
hereby fully, jointly and severally, unconditionally and irrevocably guarantees
with each of the Guarantors, to each of the Holders and the Trustee and their
respective successors and assigns that (i) the principal of, premium, if any,
and interest, and Additional Interest, if any, on the Notes
shall be promptly paid in full when due, subject to any applicable grace period,
whether upon redemption pursuant to the terms of the Notes, by acceleration or
otherwise, and interest on the overdue principal, if any, and interest on any
interest, if any, to the extent lawful, of the Notes and all other Obligations
of the Company to the Holders and the Trustee hereunder or thereunder shall be
promptly paid in full or performed, all in accordance with the terms of the
Indenture; and (ii) in case of any extension of time of payment or renewal of
any of the Notes or of any such other obligations, the same shall be promptly
paid in full when due or performed in accordance with the terms of the extension
or renewal, subject to any applicable grace period, whether at stated maturity,
by acceleration or otherwise, subject, however, in the case of clauses (i) and
(ii) above, to the limitations set forth in Section 10.03 (Limitation of
Guarantor's Liability) of the Indenture.
Section 1.02. GUARANTOR BOUND BY TERMS OF INDENTURE. In accordance
with Section 4.15 (Additional Subsidiary Guarantees) of the Indenture, each of
the New Guarantors hereby acknowledges and agrees that it is subject to the
provisions of the Indenture as a Guarantor.
ARTICLE II
EFFECTIVENESS
Section 2.01. EFFECTIVENESS. This Supplemental Indenture shall
become effective and binding on the Company, the Guarantors, the New 12
Guarantors, the Trustee and the Holders upon execution and delivery of this
Supplemental Indenture by the parties hereto.
ARTICLE III
MISCELLANEOUS
Section 3.01. INDENTURE RATIFIED. Except as otherwise provided
herein, the Indenture is in all respects ratified and confirmed, and all of the
terms, provisions and conditions thereof shall be and remain in full force and
effect.
Section 3.02. CONSTRUCTION OF SUPPLEMENTAL INDENTURE. This
Supplemental Indenture is executed as and shall constitute an indenture
supplemental to the Indenture and shall be construed in connection with and as
part of the Indenture.
Section 3.03. TRUST INDENTURE ACT CONTROLS. If any provision of this
Supplemental Indenture limits, qualifies or conflicts with any other provision
of this Supplemental Indenture or the Indenture that is required to be included
by the Trust Indenture Act of 1939, as amended, as in force at the date this
Supplemental Indenture is executed, the provision required by said Act shall
control.
Section 3.04. COUNTERPARTS. This Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.
Section 3.05. TRUSTEE NOT RESPONSIBLE. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which are made solely by the Company, the Guarantors
and the New Guarantors.
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Section 3.06. GOVERNING LAW. This Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New York
but without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction would be
required thereby.
Section 3.07. SUCCESSORS. All covenants and agreements in this
Supplemental Indenture by the Company, the Guarantors, the New Guarantors or the
Trustee shall bind their respective successors and assigns, whether so expressed
or not.
Section 3.08. SEVERABILITY. In case any provisions in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.
TB WOOD'S INCORPORATED
By: /s/ William T. Fejes, Jr.
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Name: William T. Fejes, Jr.
Title: President and Chief Executive Officer
PLANT ENGINEERING CONSULTANTS, LLC
By: /s/ William T. Fejes, Jr.
--------------------------------
Name: William T. Fejes, Jr.
Title: President
TB WOOD'S CORPORATION
By: /s/ William T. Fejes, Jr.
--------------------------------
Name: William T. Fejes, Jr
Title: President and Chief Executive Officer
TB WOOD'S ENTERPRISES, INC.
By: /s/ Joseph C. Horvath
--------------------------------
Name: Joseph C. Horvath
Title: President and Treasurer
SIGNATURE PAGE TO THIRD SUPPLEMENTAL INDENTURE
ALTRA INDUSTRIAL MOTION, INC.
By: /s/ David Wall
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Name: David Wall
Title: Chief Financial Officer
THE BANK OF NEW YORK, as Trustee
By: /s/ Robert L. Bice
--------------------------------
Name: Robert L. Bice
Title: Vice President
AMERICAN ENTERPRISES MPT CORP.
AMERICAN ENTERPRISES MPT HOLDINGS, LLC
AMERIDRIVES INTERNATIONAL, LLC
BOSTON GEAR LLC
FORMSPRAG LLC
INERTIA DYNAMICS, LLC
THE KILIAN COMPANY
KILIAN MANUFACTURING CORPORATION
NUTTALL GEAR L L C
WARNER ELECTRIC INTERNATIONAL HOLDING, INC.
WARNER ELECTRIC LLC
WARNER ELECTRIC TECHNOLOGY LLC,
as Guarantors
By: /s/ Michael L. Hurt
--------------------------------
Name: Michael L. Hurt
Title: Chief Executive Officer
SIGNATURE PAGE TO THIRD SUPPLEMENTAL INDENTURE