Kilian Manufacturing Corp  ▼

BASIC AGREEMENT

BETWEEN

Warner Electric, LLC

and

United Steelworkers

of America

and

Local Union No. 3245

For Contract Years

January 30, 2005 through February 3, 2008

BYLAWS

OF

WARNER ELECTRIC INTERNATIONAL HOLDING, INC.

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

Section 1.1 Annual Meetings.   The annual meeting shall of the stockholders of the Corporation for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place, either within or without the State of Delaware, and on such date and at such time as shall be designated from time to time by the Board of Directors and set forth in  . . .

                                     BYLAWS

                                       OF

                              TB WOOD'S CORPORATION
                             A DELAWARE CORPORATION

                                   ARTICLE I.
                                     OFFICES

     Section 1. Registered Office. The registered office shall be at the office
of Corporation Service Company in the City of Wilmington, County of New Castle,
State of Delaware.

     Section 2. Other Offices. The corporation may also have offices at such
other places both within and without the  . . .

                                     BYLAWS
                                       OF
                           TB WOOD'S ENTERPRISES, INC.

                             ADOPTED OCTOBER 1, 1999

                                    ARTICLE I
                                  STOCKHOLDERS

     SECTION 1. ANNUAL MEETING.

     An annual meeting of the stockholders, for the election of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held at such place, on such
date, and at such time as  . . .

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

INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT

among

WELLS FARGO FOOTHILL, INC.,

as Senior Agent,

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as Trustee and Collateral Agent,

ALTRA INDUSTRIAL MOTION, INC.,

and certain of its SUBSIDIARIES,

as Borrowers and Guarantors

Dated as of November 30, 2004

LEASE AGREEMENT

between

OLDS PROPERTIES CORPORATION

and

JOHN H.O. La GATTA

as Landlord,

and

WARNER ELECTRIC COMPANY

as Tenant

Date: January 29, 2003