PLEDGE AND SECURITY AGREEMENT

Exhibit 10.13

EXECUTION COPY

PLEDGE AND SECURITY AGREEMENT

     THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, the “Security Agreement”) is entered into as of November 25, 2009 by and between ALTRA HOLDINGS, INC., a Delaware corporation (“Holdings”), ALTRA INDUSTRIAL MOTION, INC., a Delaware corporation, the other Subsidiaries of Holdings named on the signature pages hereto (each a “Grantor”, and collectively, the “Grantors”), and The Bank of New York Mellon Trust Company, N.A., in its capacity as collateral agent (the “Collateral Agent”) for the benefit of itself and the Holders.

PRELIMINARY STATEMENT

     The Grantors, The Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent, and the Holders are entering into an Indenture dated as of the date hereof (as it may be amended or modified from time to time, the “Indenture”). Each Grantor is entering into this Security Agreement in order to induce the Holders to purchase the Notes under the Indenture and to secure the Secured Obligations that such Grantor has agreed to guarantee pursuant to Article 11 of the Indenture.

     ACCORDINGLY, the Grantors and the Collateral Agent, on behalf of the Holders, hereby agree as follows:

ARTICLE I
DEFINITIONS

     1.1. Terms Defined in Indenture. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Indenture.

     1.2. Terms Defined in UCC. Terms defined in the UCC which are not otherwise defined in this Security Agreement are used herein as defined in the UCC.

     1.3. Definitions of Certain Terms Used Herein. As used in this Security Agreement, in addition to the terms defined in the Preliminary Statement, the following terms shall have the following meanings:

     “Account Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to our on account of an account.

     “Accounts” shall have the meaning set forth in Article 9 of the UCC.

     “Administrative Agent” shall mean JPMorgan Chase Bank, N.A., or such successor administrative agent of which the Collateral Agent may receive notice from time to time in accordance with the Intercreditor Agreement.

     “Article” means a numbered article of this Security Agreement, unless another document is specifically referenced.

     “Assigned Contracts” means, with respect to any Grantor, collectively, all of such Grantors’ rights and remedies under, and all moneys and claims for money due or to become due to such Grantor under those contracts and other agreements between such Grantor and any party other than the Collateral Agent, and any other material contracts, and any and all amendments, supplements, extensions, and renewals thereof, including all rights and claims of such Grantor now or hereafter existing: (a) under any insurance, indemnities, warranties, and guarantees provided for or arising out of or in connection with any of the foregoing agreements; (b) for any damages arising out of or for breach or default under or in connection with any of the foregoing contracts; (c) to all other amounts from time to time paid or payable under or in connection with any of the foregoing agreements; or (d) to exercise or enforce any and all covenants, remedies, powers and privileges thereunder.

     “Cash Management Bank” means (a) as of the Closing Date, JPMorgan Chase Bank, N.A., in its capacity as the principal depositary bank for the Grantors, and (b) at any time after the Closing Date, any one or more Lenders (as defined in the Credit Agreement) selected by the Grantors, with the prior written consent of the Administrative Agent, to become the successor principal depository bank for the Grantors; provided, that, unless the Administrative Agent otherwise consents in writing, no Person shall become the successor “Cash Management Bank” unless and until such Person shall have entered into a Control Agreement with the Grantors and the Administrative Agent in form and substance reasonably acceptable to the Administrative Agent.

     “Chattel Paper” shall have the meaning set forth in Article 9 of the UCC.

     “Closing Date” means the date of the Indenture.

     “Collateral” shall have the meaning set forth in Article II.

     “Collateral Access Agreement” means any landlord waiver or other agreement, in form and substance satisfactory to the Collateral Agent, between the Collateral Agent and any third party (including any bailee, consignee, customs broker, or other similar Person) in possession of any Collateral or any landlord of any Grantor for any real property where any Collateral is located, as such landlord waiver or other agreement may be amended, restated, or otherwise modified from time to time.

     “Collateral Report” means any certificate, report or other document delivered by any Grantor to the Collateral Agent with respect to the Collateral pursuant to any Second Priority Document.

     “Collection Account” means the account at JPMorgan Chase Bank, N.A., so designated by the Administrative Agent, in a written notice delivered to the Grantors, to be the “Collection Account”, to which funds on deposit in Deposit Accounts, Securities Accounts and Lock Boxes (other than Excluded Accounts (as defined in the Credit Agreement)) and all payments received in respect of Accounts shall be remitted at all times during an Availability Trigger Period (as defined in the Credit Agreement).

     “Commercial Tort Claims” means “commercial tort claims” as set forth in Article 9 of the UCC and shall include, without limitation, the existing commercial tort claims of the Grantors set forth in Exhibit C-2 attached hereto.

     “Company” means Altra Industrial Motion, Inc., a Delaware corporation.

     “Control” shall have the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.

     “Control Agreement” means an agreement, in form and substance reasonably satisfactory to the Collateral Agent, among (a) the applicable Grantor, (b) a banking institution, securities broker or securities intermediary at which such Grantor maintains a Deposit Account or a Securities Account, and (c) the Collateral Agent, providing for the Collateral Agent to have control over the funds or securities and other financial assets held in such Deposit Account or Securities Account.

     “Copyrights” means, with respect to any Person, all of such Person’s right, title, and interest in and to the following: (a) all copyrights, rights and interests in copyrights, works protectable by copyright, copyright registrations, and copyright applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the right to sue for past, present, and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing throughout the world.

     “Credit Agreement” means that certain Credit Agreement, to be entered into as of the date hereof, by and among the Administrative Agent, the Grantors and the Lenders.

     “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

     “Deposit Accounts” shall have the meaning set forth in Article 9 of the UCC.

     “Discharge of First Priority Credit Agreement Secured Obligations” shall have the meaning assigned to such term in the Intercreditor Agreement.

     “dispose” shall mean, with respect to any property, any conveyance, sale, lease, sublease, assignment, transfer or other disposition of such property (including (i) by way of merger or consolidation, (ii) any sale and leaseback transaction and (iii) any synthetic lease).

     “Documents” shall have the meaning set forth in Article 9 of the UCC.

     “Equipment” shall have the meaning set forth in Article 9 of the UCC.

     “Event of Default” means an event described in Section 5.1.

     “Exhibit” refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced.

     “Fixtures” shall have the meaning set forth in Article 9 of the UCC.

     “General Intangibles” shall have the meaning set forth in Article 9 of the UCC.

     “Goods” shall have the meaning set forth in Article 9 of the UCC.

     “Indenture” shall have the meaning assigned to such term in the first recital.

     “Instruments” shall have the meaning set forth in Article 9 of the UCC.

     “Intercreditor Agreement” means that certain Intercreditor and Subordination Agreement, dated as of the date hereof, by and among the Administrative Agent, the Collateral Agent, The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture, Holdings, Company, those certain subsidiaries of Company identified as Borrowers on the signature pages thereto and those certain subsidiaries of Company identified as Guarantors on the signature pages thereto.

     “Inventory” shall have the meaning set forth in Article 9 of the UCC.

     “Investment Property” shall have the meaning set forth in Article 9 of the UCC.

     “Letter-of-Credit Rights” shall have the meaning set forth in Article 9 of the UCC.

     “Licenses” means, with respect to any Person, all of such Person’s right, title, and interest in and to (a) any and all licensing agreements or similar arrangements in and to its Patents, Copyrights, or Trademarks, (b) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future breaches thereof, and (c) all rights to sue for past, present, and future breaches thereof.

     “Lock Boxes” means any postal lock boxes established by the Grantors with any banking institution, securities broker, securities intermediary or other financial institution.

     “Patents” means, with respect to any Person, all of such Person’s right, title, and interest in and to: (a) any and all patents and patent applications; (b) all inventions and improvements described and claimed therein; (c) all reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof; (d) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof; (e) all rights to sue for past, present, and future infringements thereof; and (f) all rights corresponding to any of the foregoing throughout the world.

     “Pledged Collateral” means all Instruments, Securities and other Investment Property of the Grantors, whether or not physically delivered to the Collateral Agent pursuant to this Security Agreement; provided, however, Pledged Collateral shall not include more than 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) owned by each Grantor in each Foreign Subsidiary.

     “Receivables” means the Accounts, Chattel Paper, Documents, Investment Property, Instruments and any other rights or claims to receive money which are General Intangibles or which are otherwise included as Collateral.

     “Required Holders” means, at any time, Holders of a majority in aggregate principal amount of the Notes then outstanding.

     “Section” means a numbered section of this Security Agreement, unless another document is specifically referenced.

     “Secured Obligations” means all obligations of the Grantors with respect to the Notes pursuant to the Indenture.

     “Securities Account” has the meaning assigned to such term in Article 8 of the UCC.

     “Security” has the meaning set forth in Article 8 of the UCC.

     “Security Agreement” means that certain Pledge and Security Agreement, dated as of the date hereof, between the Grantor and the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, and any other pledge or security agreement entered into, after the date hereof by any Grantor, or any other Person, as the same may be amended, restated or otherwise modified from time to time.

     “Stock Rights” means all dividends, instruments or other distributions and any other right or property which the Grantors shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any Equity Interest constituting Collateral, any right to receive an Equity Interest and any right to receive earnings, in which the Grantors now have or hereafter acquire any right, issued by an issuer of such Equity Interest.

     “Supporting Obligations” shall have the meaning set forth in Article 9 of the UCC.

     “Trademarks” means, with respect to any Person, all of such Person’s right, title, and interest in and to the following: (a) all trademarks (including service marks), trade names, trade dress, and trade styles and the registrations and applications for registration thereof and the goodwill of the business symbolized by the foregoing; (b) all licenses of the foregoing, whether as licensee or licensor; (c) all renewals of the foregoing; (d) all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof; (e) all rights to sue for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing; and (f) all rights corresponding to any of the foregoing throughout the world.

     “UCC” means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are required as a result thereof to be applied in connection with the attachment, perfection or priority of, or remedies with respect to, Collateral Agent’s or any Holder’s Lien on any Collateral.

     The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

ARTICLE II
GRANT OF SECURITY INTEREST

     To secure the prompt and complete payment and performance of the Secured Obligations, each Grantor hereby pledges, assigns and grants to the Collateral Agent, on behalf of and for the ratable benefit of the Holders, a security interest in all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which will be collectively referred to as the “Collateral”), including:

	(i)		all Accounts;
	(ii)		all Chattel Paper;
	(iii)		all Copyrights, Patents and Trademarks;
	(iv)		all Documents;
	(v)		all Equipment;
	(vi)		all Fixtures;
	(vii)		all General Intangibles;
	(viii)		all Goods;
	(ix)		all Instruments;
	(x)		all Inventory;
	(xi)		all Investment Property;
	(xii)		all cash or cash equivalents;
	(xiii)		all letters of credit, Letter-of-Credit Rights and Supporting Obligations;
	(xiv)		all Deposit Accounts with any bank or other financial institution;
	(xv)		all Securities Accounts with any bank or other financial institution;
	(xvi)		all Commercial Tort Claims;
	(xvii)		all Assigned Contracts; and
	(xviii)		all accessions to, substitutions for and replacements, proceeds (including Stock Rights), insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing.

     Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, the following: (i) any of such Grantor’s rights or interests in or under, any lease, license, contract or agreement to which such Grantor is a party to the extent, but only to the extent that such a grant would, under the terms of such lease, license, contract or agreement constitute or result in (a) the abandonment, invalidation or unenforceability of any right, title or interest of such Grantor

therein or (b) a breach or termination pursuant to the terms of, or a default under such lease, license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including any bankruptcy or insolvency laws) or principles of equity), provided, that (x) immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect and (y) to the extent that any such lease, license, contract or agreement would otherwise constitute Collateral (but for the provisions of this paragraph), all proceeds resulting from the sale or disposition by any Grantor of any rights of such Grantor under such lease, license, contract or agreement shall constitute Collateral, (ii) any equipment or other fixed or capital assets owned by a Grantor acquired after the date hereof that is subject to a Lien securing a purchase money financing, project financing or capital or finance lease obligation permitted to be incurred pursuant to the Indenture if the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money, project financing or capital or finance lease obligation) prohibits the creation of any other Lien on such property, provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect, (iii) more than 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary, and (iv) any Trademark applications filed in the U.S. Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the trademark has been filed with and accepted by the U.S. Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

     Each Grantor represents and warrants to the Collateral Agent and the Holders that:

     3.1. Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit F, the Collateral Agent will have a fully perfected second priority security interest in that Collateral of the Grantor in which a security interest may be perfected by filing, subject only to Liens permitted under Section 4.1(e).

     3.2. Type and Jurisdiction of Organization, Organizational and Identification Numbers. The type of entity of such Grantor, its state of organization, the organizational number issued to it by its state of organization and its federal employer identification number are set forth on Exhibit A.

     3.3. Principal Location. Such Grantor’s mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business), are disclosed in Exhibit A; such Grantor has no other places of business except those set forth in Exhibit A.

     3.4. Collateral Locations. All of such Grantor’s locations where Collateral is located are listed on Exhibit A. All of said locations are owned by such Grantor except for locations (i) which are leased by the Grantor as lessee and designated in Part VII(b) of Exhibit A and (ii) at which Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment as designated in Part VII(c) of Exhibit A.

     3.5. Deposit Accounts; Securities Accounts; Lock Boxes. All of such Grantor’s Deposit Accounts, Securities Accounts and Lock Boxes are listed on Exhibit B.

     3.6. Exact Names. Such Grantor’s name in which it has executed this Security Agreement is the exact name as it appears in such Grantor’s organizational documents, as amended, as filed with such Grantor’s jurisdiction of organization. Such Grantor has not, during the past five years, been known by or used any other corporate or fictitious name, or been a party to any merger or consolidation, or been a party to any acquisition.

     3.7. Letter-of-Credit Rights; Chattel Paper; Commercial Tort Claims. Exhibit C-1 lists all Letter-of-Credit Rights and Chattel Paper of such Grantor having a value in excess of $500,000, individually. Set forth on Exhibit C-2 is a description of each Commercial Tort Claim of such Grantor having a value in excess of $500,000, individually (including a listing of the parties, description of the dispute, and, if available, case number). All action by the Grantor necessary or desirable to protect and perfect the Collateral Agent’s Lien on each item listed on Exhibits C-1 and C-2 (including the delivery of all originals and the placement of a legend on all Chattel Paper as required hereunder) has been duly taken. The Collateral Agent will have a fully perfected second priority security interest in the Collateral listed on Exhibits C-1 and C-2, subject only to Liens permitted under Section 4.1(e).

     3.8. Accounts and Chattel Paper.

          (a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be.

          (b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (ii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment and disclosed to the Collateral Agent; (iii) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (iv) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (v) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due.

          (c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; and (ii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

     3.9. Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Holders, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties

which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, (f) such Inventory has been substantially produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (g) the completion of manufacture, sale or other disposition of such Inventory by the Collateral Agent following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

     3.10. Intellectual Property. Such Grantor does not have any interest in, or title to, any Patent, Trademark or Copyright except as set forth in Exhibit D, which exhibit shall be delivered to the Collateral Agent not later than thirty (30) days after the Closing Date pursuant to Section 4.7(f). This Security Agreement is effective to create a valid and continuing Lien and, upon filing of appropriate financing statements in the offices listed on Exhibit F and this Security Agreement with the United States Copyright Office and the United States Patent and Trademark Office, fully perfected second priority security interests in favor of the Collateral Agent on such Grantor’s Patents, Trademarks and Copyrights, such perfected security interests are enforceable as such as against any and all creditors of and purchasers from such Grantor; and all action necessary or desirable to protect and perfect the Collateral Agent’s Lien on such Grantor’s Patents, Trademarks or Copyrights shall have been duly taken.

     3.11. Filing Requirements. None of its Equipment is covered by any certificate of title, except for motor vehicles having an aggregate value not in excess of $2,500,000. None of the Collateral owned by it is of a type for which security interests or liens may be perfected by filing under any federal statute except for (a) motor vehicles and (b) Patents, Trademarks and Copyrights held by such Grantor and described in Exhibit D.

     3.12. No Financing Statements, Security Agreements. No financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated naming such Grantor as debtor has been filed or is of record in any jurisdiction except (a) for financing statements or security agreements naming the Collateral Agent on behalf of the Holders as the secured party and (b) in connection with Liens permitted by Section 4.1(e).

     3.13. Pledged Collateral.

          (a) Exhibit E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit E as being owned by it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing an Equity Interest (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent), either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent and the Grantor has taken steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a Control Agreement among such Grantor, the securities intermediary and the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement) pursuant to which the Administrative Agent or Collateral Agent, as the case may be, has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

          (b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Equity Interest

included in the Pledged Collateral to issue additional Equity Interests, and (iii) except as otherwise provided in the Intercreditor Agreement prior to the Discharge of First Priority Credit Agreement Secured Obligations, no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.

          (c) Except as set forth in Exhibit E, such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.

ARTICLE IV
COVENANTS

     From the date of this Security Agreement, and thereafter until this Security Agreement is terminated, each Grantor agrees that:

     4.1. General.

          (a) Collateral Records. Such Grantor will maintain complete and accurate books and records with respect to the Collateral, and furnish to the Collateral Agent updates with respect to Exhibits A, B, C-1, C-2, D, E, F and G hereto in accordance with Section 4.1(c) and such reports relating to such Collateral as the Collateral Agent shall from time to time request.

          (b) Authorization to File Financing Statements; Ratification. In accordance with and subject to the Intercreditor Agreement, such Grantor hereby agrees to file and deliver to the Collateral Agent all financing statements and other documents and take such other actions as may from time to time be necessary in order to maintain, subject to Permitted Liens, a second perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor.

          (c) Further Assurances. Such Grantor will, if so requested by the Collateral Agent, furnish to the Collateral Agent, as often as the Collateral Agent requests, statements and schedules further identifying and describing the Collateral owned by it and such other reports and information in connection with its Collateral as the Collateral Agent may reasonably request, all in such detail as the Collateral Agent may specify. Such Grantor also agrees to take any and all actions necessary to defend title to the Collateral against all persons and to defend the security interest of the Collateral Agent in its Collateral and the priority thereof against any Lien not expressly permitted hereunder. For purposes of this Security Agreement, all references to Exhibits A, B, C-1, C-2, D, E, F and G hereto shall be deemed to refer to each such exhibit as updated from time to time pursuant to supplements and amendments delivered by the Grantor to the Collateral Agent.

          (d) Disposition of Collateral. Such Grantor will not consummate an Asset Sale, except for dispositions specifically permitted pursuant to Section 4.10 of the Indenture.

          (e) Liens. Such Grantor will not create, incur, or suffer to exist any Lien on the Collateral owned by it except Permitted Liens.

          (f) Other Financing Statements. Such Grantor will not authorize the filing of any financing statement naming it as debtor covering all or any portion of the Collateral owned by it, except in connection with a Lien permitted by Section 4.1(e). Such Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement, except as permitted by the Indenture (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations,

the Administrative Agent in accordance with the Intercreditor Agreement), subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

          (g) Locations. Such Grantor will not (i) maintain any Collateral owned by it at any location other than those locations listed on Exhibit A, (ii) otherwise change, or add to, such except as permitted by the Indenture, or (iii) change its principal place of business or chief executive office from the location identified on Exhibit A, to the extent prohibited under the Indenture.

          (h) Compliance with Terms. Such Grantor will perform and comply with all obligations in respect of the Collateral owned by it and all agreements to which it is a party or by which it is bound relating to such Collateral.

     4.2. Receivables.

          (a) Collection of Receivables. Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it.

          (b) Electronic Chattel Paper. Such Grantor shall take all steps necessary to grant the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement) Control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.

     4.3. Inventory and Equipment.

          (a) Maintenance of Goods. Such Grantor will do all things necessary to maintain, preserve, protect and keep its Inventory and the Equipment in good repair and working and saleable condition, except for damaged or defective goods arising in the ordinary course of such Grantor’s business and except for ordinary wear and tear in respect of the Equipment.

          (b) Inventory Count; Perpetual Inventory System. Such Grantor will conduct a physical count of its Inventory at least once per fiscal year, and after and during the continuation of an Event of Default, at such other times as the Collateral Agent requests. Such Grantor, at its own expense upon request of the Collateral Agent, shall deliver to the Collateral Agent the results of each physical verification, which such Grantor has made, or has caused any other Person to make on its behalf, of all or any portion of its Inventory. Such Grantor will maintain a perpetual inventory reporting system at all times.

          (c) Equipment. Such Grantor will not (unless permitted by the Indenture) alter or remove any identifying symbol or number on any of such Grantor’s Equipment constituting Collateral.

     4.4. Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement) promptly following the execution of this Security Agreement the originals of (x) all Chattel Paper having a value in excess of $500,000 and (y) all Securities and Instruments, in each case constituting Collateral owned by it (if any then exist), (b) hold in trust for the Collateral Agent or the Administrative Agent, as the case may be, upon receipt and immediately thereafter deliver to the Collateral Agent or the Administrative Agent, as the case may be, any such Chattel Paper, Securities and Instruments constituting Collateral, (c) upon the Collateral Agent’s request (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, at the request of the Administrative Agent in accordance with the Intercreditor Agreement), deliver to the Administrative Agent or Collateral Agent, as the case may be, (and thereafter hold in trust for the Collateral Agent or the Administrative Agent, as the case may be, upon receipt and immediately deliver to the Collateral Agent or the Administrative Agent, as the case may be) any Document evidencing or constituting Collateral and (d) upon the Collateral Agent’s request, deliver to the Collateral Agent a duly executed amendment to this Security Agreement, in the

form of Exhibit G hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Collateral Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral. Notwithstanding anything to the contrary contained in this Security Agreement or any other Collateral Document, not later than thirty (30) days after the Closing Date, such Grantor shall deliver to the Collateral Agent (or, prior to the Discharge of the First Lien Credit Agreement Secured Obligations, the Administrative Agent) the original certificates representing the Equity Interests of Foreign Subsidiaries which constitute Pledged Collateral owned by such Grantor as of the Closing Date, together with executed undated powers for each such certificate.

     4.5. Uncertificated Pledged Collateral.

          (a) Subject to the provisions of the Intercreditor Agreement, such Grantor will cause the issuers of Equity Interests which constitute Pledged Collateral owned by such Grantor to comply with any and all instructions originated by the Collateral Agent regarding such Equity Interests, notwithstanding anything to the contrary in any other agreement between such Grantor and such issuers. Such Grantor further agrees that it shall cause the issuers of Equity Interests which constitute Pledged Collateral owned by such Grantor not to certificate such Equity Interests or register any party other than such Grantor, another Grantor or the Collateral Agent or the Collateral Agent’s designee as the registered owner of any portion of such Equity Interests, or allow any party other than the Collateral Agent or its designee to become the holder of any such Equity Interests or an entitlement thereto, in each case without the prior written consent of the Collateral Agent.

          (b) Subject to the provisions of the Intercreditor Agreement, such Grantor will permit the Collateral Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to mark their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a Control Agreement with the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement), in form and substance satisfactory to the Collateral Agent or the Administrative Agent, as the case may be, and giving the Collateral Agent or the Administrative Agent, as the case may be, Control.

          (c) Subject to the provisions of the Intercreditor Agreement, each Grantor that is an issuer of uncertificated securities which constitute Pledged Collateral hereby acknowledges and agrees that (i) if the Collateral Agent shall be deemed to have “control” over such uncertificated securities within the meaning of Section 8-106 of the UCC, (ii) such Grantor shall comply with all instructions originated by the Collateral Agent regarding such unceritificated securities, (iii) such Grantor shall market its books and records to reflect the Lien of the Collateral Agent in such uncertificated securities, and (iv) such Grantor shall not register any transfer of any portion of such uncertificated securities to any Person other than to another Grantor or to the Collateral Agent or the Collateral Agent’s designee.

          (d) Subject to the provisions of the Intercreditor Agreement, each of the parties hereto acknowledges and agrees that this Security Agreement evidences the Collateral Agent’s “control” over all “uncertificated securities” and “investment property” constituting Pledged Collateral in accordance with the applicable provisions of, and as such terms are defined in, Articles 8 and 9 of the UCC.

     4.6. Pledged Collateral.

          (a) Changes in Capital Structure of Issuers. If prohibited by the Indenture, such Grantor will not (i) permit or suffer any issuer of an Equity Interest constituting Pledged Collateral owned by it to dissolve, merge, liquidate, retire any of its Equity Interests or other Instruments or Securities evidencing

ownership, reduce its capital, sell or encumber all or substantially all of its assets (except for Permitted Liens and sales of assets permitted pursuant to Section 4.1(d)) or merge or consolidate with any other entity, or (ii) vote any such Pledged Collateral in favor of any of the foregoing.

          (b) Issuance of Additional Securities. Such Grantor will not permit or suffer the issuer of an Equity Interest constituting Pledged Collateral owned by it to issue additional Equity Interests, any right to receive the same or any right to receive earnings, except to such Grantor or another Grantor or another Grantor.

          (c) Registration of Pledged Collateral. Such Grantor will permit any registrable Pledged Collateral owned by it to be registered in the name of the Collateral Agent or its nominee (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent or its nominee) in accordance with the Intercreditor Agreement) at any time at the option of the Required Holders.

          (d) Exercise of Rights in Pledged Collateral.

          (i) Without in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Indenture or any other Second Priority Document; provided, however, that except as requested by the Administrative Agent pursuant to the Intercreditor Agreement, no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Collateral Agent in respect of such Pledged Collateral.

          (ii) Such Grantor will permit the Collateral Agent or its nominee (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent or its nominee in accordance with the Intercreditor Agreement) at any time after the occurrence and during the continuance of an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof.

          (iii) Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Indenture; and

          (iv) All cash dividends and interest paid in respect of the Pledged Collateral owned by Grantor shall, if and for so long as the Administrative Agent elects Full Cash Dominion (as defined in the Credit Agreement) in accordance with the terms of the Credit Agreement, be delivered to the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement) to hold as Pledged Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement), be segregated from the other property or funds of such Grantor, and be forthwith delivered to the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement) as Pledged Collateral in the same form as so received (with any necessary endorsement).

     4.7. Intellectual Property.

          (a) Such Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or benefit of the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement) of any License held by such Grantor and to enforce the security interests granted hereunder; provided, however, that the foregoing shall not apply to any License for the use of intellectual property where such License is for the use of intellectual property that is commercially available.

          (b) Such Grantor shall notify the Collateral Agent immediately if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright (now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same.

          (c) In no event shall such Grantor, either directly or through any agent, employee, licensee or designee, file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving the Collateral Agent prior written notice thereof, and such Grantor shall execute and deliver any and all security agreements necessary to evidence the Collateral Agent’s second priority security interest on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby.

          (d) Such Grantor shall take all actions necessary to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of its Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings, except if such Patent, Trademark or Copyright is not material to the conduct of such Grantor’s business.

          (e) Such Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is in no way material to the conduct of its business or operations, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement) shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright. In the event that such Grantor institutes suit because any of its Patents, Trademarks or Copyrights constituting Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall comply with Section 4.8.

          (f) Notwithstanding anything to the contrary contained in this Security Agreement or any other Second Priority Document, not later than thirty (30) days after the Effective Date, such Grantor shall (i) deliver to the Collateral Agent the results of patent and trademark searches of the U.S. Patent and Trademark Office databases, evidencing ownership of all Patents and Trademarks held by such Grantor, together with a true, correct and complete listing of all Patents and Trademarks (including any licenses of the foregoing) in which such Grantor has an ownership interest, which listing shall be attached to this Security Agreement as Exhibit D, and (ii) execute and deliver in favor of the Collateral Agent (x) a patent security agreement and (y) a trademark security agreement, in each case in forms attached hereto as Exhibits I and J, respectively.

     4.8. Commercial Tort Claims. Such Grantor shall promptly, and in any event within fifteen (15) Business Days after the same is acquired by it, notify the Collateral Agent of any Commercial Tort Claim acquired by it having a value in excess of $500,000 and such Grantor shall enter into an amendment to this Security Agreement, in the form of Exhibit G hereto, granting to Collateral Agent a first priority security interest (subject to the Intercreditor Agreement) in such commercial tort claim.

     4.9. Letter-of-Credit Rights. If such Grantor is or becomes the beneficiary of a letter of credit having a value in excess of $500,000, it shall promptly, and in any event within two Business Days after becoming a beneficiary, notify the Collateral Agent thereof and cause the issuer and/or confirmation bank to (i) consent to the assignment of any Letter-of-Credit Rights to the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement) and (ii) agree to direct all payments thereunder to a Deposit Account at the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement), all in form and substance reasonably satisfactory to the

Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement).

     4.10. Federal, State or Municipal Claims. Such Grantor will promptly notify the Collateral Agent of any Collateral which constitutes a claim against the United States government or any state or local government or any instrumentality or agency thereof having a value in excess of $1,000,000, the assignment of which claim is restricted by federal, state or municipal law.

     4.11. No Interference. Such Grantor agrees that it will not interfere with any right, power and remedy of the Collateral Agent provided for in this Security Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Collateral Agent of any one or more of such rights, powers or remedies.

     4.12. Insurance.

          (a) In the event any Collateral is located in any area that has been designated by the Federal Emergency Management Agency as a “Special Flood Hazard Area”, such Grantor shall purchase and maintain flood insurance on such Collateral (including any personal property which is located on any real property leased by such Grantor within a “Special Flood Hazard Area”). The amount of flood insurance required by this Section shall be in an amount equal to the lesser of the total amount of the Notes or the total replacement cost value of the improvements.

          (b) All insurance policies required hereunder shall name the Collateral Agent (for the benefit of the Collateral Agent and the Holders) (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent and the Lenders in accordance with the Intercreditor Agreement) as an additional insured or as loss payee, as applicable, and shall contain loss payable clauses or mortgagee clauses, through customary endorsements which provide that: (i) all proceeds thereunder with respect to any Collateral shall be payable to the Collateral Agent (or, prior to the of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement) to be held, remitted to the Grantors or applied against the Secured Obligations as provided in the Indenture or the Credit Agreement, as the case may be; (ii) no such insurance shall be affected by any act or neglect of the insured or owner of the property described in such policy; and (iii) such policy and loss payable or mortgagee clauses may be canceled, amended, or terminated only upon at least thirty (30) days prior written notice given to the Collateral Agent or the Administrative Agent, as the case may be.

          (c) All premiums on any such insurance shall be paid when due by such Grantor, and copies of the policies delivered to the Collateral Agent. If such Grantor fails to obtain any insurance as required by this Section, the Collateral Agent may obtain such insurance at the Grantor’s expense. By purchasing such insurance, the Collateral Agent shall not be deemed to have waived any Default arising from the Grantor’s failure to maintain such insurance or pay any premiums therefor.

     4.13. Collateral Access Agreements. Such Grantor shall use commercially reasonable efforts to obtain, within 120 days following the Closing Date, a Collateral Access Agreement, from (x) the lessor of each leased property and (y) from any bailee or consignee with respect to any warehouse, processor or converter facility or other location, in each case where inventory having a fair market value in excess of $500,000 is stored or located or where machinery or equipment having a fair market value in excess of $500,000 is stored or located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, bailee or consignee may assert against the Collateral at that location; provided, however, to the extent the Collateral Access Agreement relates to any Lease entered into after the date of the Indenture, such Grantor shall use commercially reasonable efforts to obtain such Collateral Access Agreement within 90 days following the Closing Date. After the Closing Date, no real property or warehouse space shall be leased by such Grantor and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location (unless the fair market value of the inventory at such location, or the

fair market value of the machinery and equipment at such location, is less than $500,000). Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

     4.14. Control Agreements. As soon as practicable but in no event later than March 25, 2010, unless waived by the Administrative Agent, which waiver shall be evidenced by the delivery of a written notice to the Collateral Agent with respect to this Section 4.14, the Grantors shall cause each depository bank or other institution where the Grantors continue to maintain any Deposit Accounts or Securities Accounts (other than Excluded Accounts) to enter into a Control Agreement with respect to such Deposit Account or Securities Account; provided, that, in the event the Grantors are not able to obtain a Control Agreement with respect to any Deposit Account or Securities Account (other than Excluded Accounts) as of March 25, 2010, then the Grantors shall close each such Deposit Account or Securities Account (other than an Excluded Account) for which a Control Agreement was not obtained, and shall transfer all cash or securities (or proceeds thereof) maintained in such accounts to new Deposit Accounts or Securities Accounts maintained with a depository bank, securities broker, securities intermediary or other financial institution that is a party to a Control Agreement. The Grantors will (i) provide prompt written notice to the Collateral Agent of the establishment of any Deposit Account or Securities Account after the Closing Date and (ii) contemporaneous with the establishment of such Deposit Account or Securities Account (other than an Excluded Account), obtain a Control Agreement with respect to such Deposit Account or Securities Account. For the avoidance of doubt, the Grantors shall enter into a Control Agreement with respect to the Collection Account and any other Accounts (other than Excluded Accounts) established by the Grantors

     4.15. Change of Name or Location; Change of Fiscal Year. Such Grantor shall not (a) change its name as it appears in official filings in the state of its incorporation or organization, (b) change its chief executive office, principal place of business, mailing address, corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral as set forth in the Security Agreement, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or other organization, or (e) change its state of incorporation or organization, in each case, unless the Collateral Agent shall have received at least twenty (20) days prior written notice of such change and such Grantor shall have acknowledged in writing that such change will not adversely affect the validity, perfection or priority of the Collateral Agent’s security interest in the Collateral; provided, that any new location shall be in the continental U.S. Such Grantor shall not change its fiscal year which currently ends on December 31.

     4.16. Assigned Contracts. Such Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement) of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder, except where the failure to obtain such consent or approval could not reasonably be expected to result in a Material Adverse Effect. Such Grantor shall fully perform all of its obligations under each of its Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided, however, that such Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of an Assigned Contract unless the Grantor shall have reasonably determined that the termination of such Assigned Contract would not have a Material Adverse Effect. Without limiting the generality of the foregoing, such Grantor shall take all action necessary or appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. Such Grantor shall notify the Collateral Agent in writing, promptly after such Grantor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification in an amount in excess of $500,000 under any of its Assigned Contracts, and shall diligently pursue such right to recover such claim and report to the Collateral Agent on all further developments with respect thereto. If Full Cash Dominion shall be in effect, such Grantor shall deposit into a Deposit Account at the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement) or subject to a Control Agreement for application to the Secured Obligations all amounts received

by such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. Subject to the Discharge of the First Priority Credit Agreement Secured Obligations, if such Grantor shall fail after the Collateral Agent’s demand to pursue diligently any right under its Assigned Contracts, or if an Event of Default then exists, the Collateral Agent may, and at the direction of the Required Holders shall, directly enforce such right in its own or such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Collateral Agent or the Required Holders, as applicable, shall determine. In any suit, proceeding or action brought by the Collateral Agent for the benefit of the Holders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, such Grantor shall indemnify and hold the Collateral Agent and Holders harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from such Grantor to or in favor of such obligor or its successors. All such obligations of such Grantor shall be and remain enforceable only against such Grantor and shall not be enforceable against the Collateral Agent or the Holders. Notwithstanding any provision hereof to the contrary, such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Collateral Agent’s or any Holder’s exercise of any of their respective rights with respect to the Collateral shall not release such Grantor from any of such duties and obligations. Neither the Collateral Agent nor any Holder shall be obligated to perform or fulfill any of such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

ARTICLE V
EVENTS OF DEFAULT AND REMEDIES

     5.1. Events of Default. The occurrence of any one or more of the following events shall constitute an Event of Default hereunder:

          (a) Any representation or warranty made by or on behalf of any Grantor under or in connection with this Security Agreement shall be materially false as of the date on which made.

          (b) The breach by any Grantor of any of the terms or provisions of Article IV or Article VII.

          (c) The breach by any Grantor (other than a breach which constitutes an Event of Default under any other Section of this Article V) of any of the terms or provisions of this Security Agreement which is not remedied within twenty (20) days of receipt of notice by such Grantor of written notice from either the Required Holders or the Collateral Agent of such breach.

          (d) The occurrence of any “Event of Default” under, and as defined in, the Indenture.

          (e) Any Equity Interest which is included within the Collateral shall at any time constitute a Security or the issuer of any such Equity Interest shall take any action to have such interests treated as a Security unless (i) all certificates or other documents constituting such Security have been delivered to the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent) and such Security is properly defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise, or (ii) either the Collateral Agent or the Administrative Agent has entered into a Control Agreement with the issuer of such Security or with a securities intermediary relating to such Security and such Security is defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise.

     5.2. Remedies.

          (a) Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may exercise any or all of the following rights and remedies:

          (i) those rights and remedies provided in this Security Agreement, the Indenture, or any other Second Priority Document; provided, that this Section 5.2(a) shall not be understood to limit any rights or remedies available to the Collateral Agent and the Holders prior to an Event of Default;

          (ii) those rights and remedies available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff or bankers’ lien) when a debtor is in default under a security agreement;

          (iii) after the Discharge of First Priority Credit Agreement Secured Obligations, give notice of sole control or any other instruction under any Control Agreement or any other control agreement with any securities intermediary and take any action therein with respect to such Collateral;

          (iv) after the Discharge of First Priority Credit Agreement Secured Obligations, without notice (except as specifically provided in Section 8.1 or elsewhere herein), demand or advertisement of any kind to any Grantor or any other Person, enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process) to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor’s premises or elsewhere), for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Collateral Agent may deem commercially reasonable; and

          (v) after the Discharge of First Priority Credit Agreement Secured Obligations, concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Collateral as though the Collateral Agent were the outright owner thereof.

          (b) The Collateral Agent, on behalf of the Holders, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

          (c) After the Discharge of First Priority Credit Agreement Secured Obligations, the Collateral Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Collateral Agent and the Holders, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption the Grantor hereby expressly releases.

          (d) After the Discharge of First Priority Credit Agreement Secured Obligations, until the Collateral Agent is able to effect a sale, lease, or other disposition of Collateral, the Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the Collateral Agent and Holders), with respect to such appointment without prior notice or hearing as to such appointment.

          (e) Notwithstanding the foregoing, neither the Collateral Agent nor the Holders shall be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.

          (f) Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with clause (a) above. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the issuer would agree to do so.

     5.3. Grantor’s Obligations Upon Default. Subject to the Intercreditor Agreement, upon the request of the Collateral Agent after the occurrence and during the continuance of an Event of Default, each Grantor will:

          (a) assemble and make available to the Collateral Agent the Collateral and all books and records relating thereto at any place or places specified by the Collateral Agent, whether at a Grantor’s premises or elsewhere;

          (b) after the Discharge of First Priority Credit Agreement Secured Obligations, permit the Collateral Agent, by the Collateral Agent’s representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancy;

          (c) after the Discharge of First Priority Credit Agreement Secured Obligations, prepare and file, or cause an issuer of Pledged Collateral to prepare and file, with the Securities and Exchange Commission or any other applicable government agency, registration statements, a prospectus and such other documentation in connection with the Pledged Collateral as necessary, and furnish to the Collateral Agent or cause an issuer of Pledged Collateral to furnish to the Collateral Agent any information regarding the Pledged Collateral in such detail as the Collateral Agent may specify;

          (d) take, or cause an issuer of Pledged Collateral to take, any and all actions necessary to register or qualify the Pledged Collateral to enable the Collateral Agent to consummate a public sale or other disposition of the Pledged Collateral; and

          (e) at its own expense, cause the independent certified public accountants then engaged by each Grantor to prepare and deliver to the Collateral Agent the following reports with respect to the applicable Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts.

     5.4. Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent to exercise the rights and remedies under this Article V following the occurrence and during the continuance of an Event of Default, each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Holders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any intellectual property rights now owned or

hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

ARTICLE VI
ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY

     6.1. Account Verification. Subject to the Intercreditor Agreement and after the occurrence and the continuance of an Event of Default, the Collateral Agent may at any time, in the Collateral Agent’s own name, in the name of a nominee of the Collateral Agent, or in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with the Account Debtors of any such Grantor, parties to contracts with any such Grantor and obligors in respect of Instruments of any such Grantor to verify with such Persons, to the Collateral Agent’s satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper, payment intangibles and/or other Receivables; provided, that unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall notify the Grantors prior to contacting Account Debtors.

     6.2. Authorization for Secured Party to Take Certain Action.

          (a) Subject to the Intercreditor Agreement, each Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral Agent and appoints the Collateral Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, (ii) to endorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control over such Pledged Collateral, (v) to apply the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.4, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix) to sign such Grantor’s name on any invoice or bill of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (x) to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent in

connection with any of the foregoing; provided, that this authorization shall not relieve such Grantor of any of its obligations under this Security Agreement or under the Indenture.

          Notwithstanding the foregoing authorization, in no event shall the Collateral Agent be obligated to prepare or file any financing statements whatsoever, or to maintain the perfection of the security interest granted hereunder.

          (b) All acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Collateral Agent, for the benefit of the Collateral Agent and Holders, under this Section 6.2 are solely to protect the Collateral Agent’s interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Holder to exercise any such powers. The Collateral Agent agrees that, except for the powers granted in Section 6.2(a)(i), (iii) and (iv) and Section 6.2(a)(xvi), it shall not exercise any power or authority granted to it unless an Event of Default has occurred and is continuing.

     6.3. Proxy. SUBJECT TO AND IN ACCORDANCE WITH THE INTERCREDITOR AGREEMENT, EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE COLLATERAL AGENT AS ITS PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN SECTION 6.2 ABOVE) WITH RESPECT TO ITS PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED COLLATERAL, WITH FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED COLLATERAL, THE APPOINTMENT OF THE COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED COLLATERAL ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED COLLATERAL OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE OF A DEFAULT.

     6.4. Nature of Appointment; Limitation of Duty. THE APPOINTMENT OF THE COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 8.14. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NEITHER THE COLLATERAL AGENT, NOR ANY HOLDER, NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED, THAT IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

ARTICLE VII
DEPOSIT ACCOUNTS, SECURITIES ACCOUNTS, LOCK BOXES;
COLLECTION AND APPLICATION OF COLLATERAL PROCEEDS

     7.1. Perfected Security Interests in Accounts. After the Discharge of First Priority Credit Agreement Secured Obligations, the Collateral Agent will have a valid, enforceable, perfected first priority security interest (subject to Permitted Liens) in all Accounts (including the Collection Account), the Deposit Accounts, the Securities Accounts and Lock Boxes by Control. No Grantor has granted or shall grant Control of any Account (including the Collection Account), the Deposit Accounts, the Securities Accounts or the Lock Boxes (in each case, including an Excluded Account) to any person other than the Collateral Agent or the Administrative Agent

to secure the Secured Obligations (as defined herein, with respect to the Collateral Agent, and as defined in the Credit Agreement, with respect to the Administrative Agent).

     7.2. Covenant Regarding New Deposit Accounts, Securities Accounts and Lock Boxes. Before opening or replacing any Deposit Account or Securities Account, or establishing a new Lock Box, each Grantor shall (a) ensure that such action complies with the Indenture (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, shall obtain in writing the consent of the Administrative Agent in accordance with the Intercreditor Agreement) to the opening of such Deposit Account, Securities Account or Lock Box, and (b) cause each bank or financial institution in which it seeks to open a Deposit Account, Securities Account or Lock Box (in each case, other than an Excluded Account) to enter into a Control Agreement with the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement) in order to give the Administrative Agent or Collateral Agent, as the case may be, dominion and control over such Deposit Account, Securities Account or Lock Box.

     7.3. Application of Proceeds; Deficiency. Subject to the Intercreditor Agreement, in the case of any sale or other disposition of Collateral by the Collateral Agent in the exercise of its remedies provided herein or in any other Collateral Document, the proceeds of such sale shall be applied (and allocated) by the Collateral Agent in accordance with Section 4.10 of the Indenture. In the event that the proceeds from any sale or other disposition of Collateral are insufficient to pay all Secured Obligations in full, the Grantors shall remain liable for any deficiency, including any attorneys’ fees and other expenses incurred by the Collateral Agents or any Holder to collect such deficiency.

ARTICLE VIII
GENERAL PROVISIONS

     8.1. Waivers. Each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the Grantors, addressed as set forth in Article IX, at least ten days prior to (i) the date of any such public sale or (ii) the time after which any such private sale or other disposition may be made. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Collateral Agent or any Holder arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or willful misconduct of the Collateral Agent or such Holder as finally determined by a court of competent jurisdiction. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Collateral Agent or any Holder, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement, or otherwise. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.

     8.2. Limitation on Collateral Agent’s and Holders’ Duty with Respect to the Collateral. The Collateral Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. The Collateral Agent shall use reasonable care with respect to the Collateral in its possession or under its control. Neither the Collateral Agent nor any Holder shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or such Holder, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. To the extent that applicable law imposes duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Collateral Agent (i) to fail to incur expenses deemed significant by the Collateral Agent to prepare Collateral for disposition or otherwise to transform raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition

of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 8.2 is to provide non-exhaustive indications of what actions or omissions by the Collateral Agent would be commercially reasonable in the Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 8.2. Without limitation upon the foregoing, nothing contained in this Section 8.2 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 8.2.

     Anything herein contained to the contrary notwithstanding, (a) each Grantor shall remain liable under this Security Agreement and under each of the underlying contracts to which such Grantor is a party described herein to perform all of its duties and obligations thereunder to the same extent as if this Security Agreement had not been executed, (b) the exercise by the Collateral Agent or the Noteholders of any of their rights, remedies or powers hereunder shall not release any Grantor from any of its duties or obligations under this Security Agreement or such underlying contracts described herein and (c) neither the Noteholders nor the Trustee shall have any obligation or liability under such underlying contracts by reason of or arising out of this Security Agreement, nor shall the Noteholders or the Trustee be obligated to perform any of the obligations or duties of any of the Grantors hereunder or any of the contracts described herein.

     Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. The Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Collateral Agent. Nor shall the Collateral Agent be responsible for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Grantors to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.

     The Collateral Agent shall be under no obligation to exercise any of its rights or powers vested in it by this Security Agreement, at the request, order or direction of any Required Holders, pursuant to the provisions of this Security Agreement, unless such Required Holders shall have offered to the Collateral Agent reasonable

security or indemnity satisfactory to it against the costs, expenses and liabilities (including, without limitation, attorneys’ fees) which might be incurred therein or thereby.

     In the event that the Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any duty for the benefit of another, which in the Collateral Agent’s sole discretion may cause it to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise cause it to incur liability under CERCLA or any other federal, state or local law, the Collateral Agent reserves the right, instead of taking such action, to either resign as or arrange for the transfer of the title or control of the asset to a court-appointed receiver. The Collateral Agent shall not be liable to any Person for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to the discharge, release or threatened release of hazardous materials into the environment. If at any time it is necessary or advisable for any real property to be possessed, owned, operated or managed by any Person (including the Collateral Agent, the Required Holders shall direct the Collateral Agent to appoint an appropriately qualified Person (excluding the Collateral Agent who such Required Holders shall designate to possess, own, operate or manage, as the case may be, such real property.

     8.3. Compromises and Collection of Collateral. The Grantors and the Collateral Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Receivable. In view of the foregoing, each Grantor agrees that the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement) may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Collateral Agent in its sole discretion shall determine or abandon any Receivable, and any such action by the Collateral Agent shall be commercially reasonable so long as the Collateral Agent acts in good faith based on information known to it at the time it takes any such action.

     8.4. Secured Party Performance of Debtor Obligations. Without having any obligation to do so, the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement) may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and the Grantors shall reimburse the Collateral Agent for any amounts paid by the Collateral Agent pursuant to this Section 8.4. The Grantors’ obligation to reimburse the Collateral Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand.

     8.5. Specific Performance of Certain Covenants. Each Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections 4.1(d), 4.1(e), 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.12, 4.13, 4.14, 4.15, 4.16, 5.3, or 8.7 or in Article VII will cause irreparable injury to the Collateral Agent and the Holders, that the Collateral Agent and Holders have no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Collateral Agent or the Holders to seek and obtain specific performance of other obligations of the Grantors contained in this Security Agreement, that the covenants of the Grantors contained in the Sections referred to in this Section 8.5 shall be specifically enforceable against the Grantors.

     8.6. Dispositions Not Authorized. No Grantor is authorized to sell or otherwise dispose of the Collateral except as set forth in Section 4.1(d) and notwithstanding any course of dealing between any Grantor and the Collateral Agent or other conduct of the Collateral Agent, no authorization to sell or otherwise dispose of the Collateral (except as set forth in Section 4.1(d)) shall be binding upon the Collateral Agent unless such authorization is in writing signed by the Collateral Agent with the consent or at the direction of the Required Holders.

     8.7. No Waiver; Amendments; Cumulative Remedies. No delay or omission of the Collateral Agent or any Holder to exercise any right or remedy granted under this Security Agreement shall impair such right or remedy or be construed to be a waiver of any Default or an acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver, amendment or other variation of the terms, conditions or provisions of this Security Agreement whatsoever shall be valid unless in writing signed by the Collateral Agent with the concurrence or at the direction of the Holders required under Section 9.02 of the Indenture, and then only to the extent in such writing specifically set forth. All rights and remedies contained in this Security Agreement or by law afforded shall be cumulative and all shall be available to the Collateral Agent and the Holders until the Secured Obligations have been paid in full.

     8.8. Limitation by Law; Severability of Provisions. All rights, remedies and powers provided in this Security Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Security Agreement invalid, unenforceable or not entitled to be recorded or registered, in whole or in part. Any provision in any this Security Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Security Agreement are declared to be severable.

     8.9. Reinstatement. This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

     8.10. Benefit of Agreement. The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantors, the Collateral Agent and the Holders and their respective successors and assigns (including all persons who become bound as a debtor to this Security Agreement), except that no Grantor shall have the right to assign its rights or delegate its obligations under this Security Agreement or any interest herein, without the prior written consent of the Collateral Agent (except in connection with a Change of Control). No sales of participations, assignments, transfers, or other dispositions of any agreement governing the Secured Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and the Holders, hereunder.

     8.11. Survival of Representations. All representations and warranties of the Grantors contained in this Security Agreement shall survive the execution and delivery of this Security Agreement.

     8.12. Taxes and Expenses. Any taxes (including income taxes) payable or ruled payable by Federal or State authority in respect of this Security Agreement shall be paid by the Grantors, together with interest and penalties, if any. The Grantors shall reimburse the Collateral Agent for any and all out-of-pocket expenses and internal charges (including reasonable attorneys’, auditors’ and accountants’ fees and reasonable time charges of attorneys, paralegals, auditors and accountants who may be employees of the Collateral Agent) paid or incurred by the Collateral Agent in connection with the preparation, execution, delivery, administration, collection and enforcement of this Security Agreement and in the audit, analysis, administration, collection, preservation or sale of the Collateral (including the expenses and charges associated with any periodic or special audit of the Collateral). Any and all costs and expenses incurred by the Grantors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Grantors.

     8.13. Headings. The title of and section headings in this Security Agreement are for convenience of reference only, and shall not govern the interpretation of any of the terms and provisions of this Security Agreement.

     8.14. Termination. This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until (i) the Indenture has terminated pursuant to its express terms and (ii) all of the Secured Obligations have been indefeasibly paid and performed in full.

     8.15. Entire Agreement. This Security Agreement embodies the entire agreement and understanding between the Grantors and the Collateral Agent relating to the Collateral and supersedes all prior agreements and understandings between the Grantors and the Collateral Agent relating to the Collateral.

     8.16. CHOICE OF LAW. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

     8.17. CONSENT TO JURISDICTION. EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER SECOND PRIORITY DOCUMENT AND EACH GRANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE COLLATERAL AGENT OR ANY HOLDER TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY GRANTOR AGAINST THE COLLATERAL AGENT OR ANY HOLDER OR ANY AFFILIATE OF THE AGENT OR ANY HOLDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER SECOND PRIORITY DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

     8.18. WAIVER OF JURY TRIAL. EACH GRANTOR, THE COLLATERAL AGENT AND EACH HOLDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER SECOND PRIORITY DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

     8.19. Indemnity. Each Grantor hereby agrees to indemnify the Collateral Agent and the Holders, and their respective successors, assigns, agents and employees, from and against any and all liabilities, damages, penalties, suits, costs, and expenses of any kind and nature (including, without limitation, all expenses of litigation or preparation therefor whether or not the Collateral Agent or any Holder is a party thereto) imposed on, incurred by or asserted against the Collateral Agent or the Holders, or their respective successors, assigns, agents and employees, in any way relating to or arising out of the execution and delivery of this Security Agreement or any actions taken or omitted to be taken by the Collateral Agent or the Holders in accordance with the terms of this Security Agreement, or the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by the Collateral Agent or the Holders or any Grantor, and any claim for Patent, Trademark or Copyright infringement).

     8.20. Counterparts. This Security Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Security Agreement by signing any such counterpart.

     8.21. Post-Closing Matters. Each of the Parties hereto acknowledges and consents that the documents and deliverables set forth in Exhibit H will be provided by the party responsible therefor in the manner set forth in such Exhibit on or prior to the due date specified in such Exhibit.

ARTICLE IX
NOTICES

     9.1. Sending Notices. Any notice required or permitted to be given under this Security Agreement shall be sent by United States mail, telecopier, personal delivery or nationally established overnight courier service, and shall be deemed received (a) when received, if sent by hand or overnight courier service, or mailed by certified or registered mail notices or (b) when sent, if sent by telecopier (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient), in each case addressed to the Grantors at the notice address set forth on Exhibit A, and to the Collateral Agent and the Holders at the addresses set forth in accordance with Section 13.02 of the Indenture. In addition to the foregoing, the Collateral Agent shall have the benefits accorded to the Trustee in the Notice provision under the Indenture.

     9.2. Change in Address for Notices. Each of the Grantors, the Collateral Agent and the Holders may change the address for service of notice upon it by a notice in writing to the other parties.

ARTICLE X
THE COLLATERAL AGENT

     The Bank of New York Mellon Trust Company, N.A. has been appointed Collateral Agent for the Holders hereunder pursuant to Article 10 of the Indenture. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation of authority made by the Holders to the Collateral Agent pursuant to the Indenture, and that the Collateral Agent has agreed to act (and any successor Collateral Agent shall act) as such hereunder only on the express conditions contained in such Article 10. In acting under and by virtue of this Security Agreement, the Collateral Agent shall have all of the rights, protections and immunities granted to the Collateral Agent and the Trustee under the Indenture, and all such rights, protections and immunities are incorporated by reference herein, mutatis mutandis. Any successor Collateral Agent shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. No Holder or Holders shall have the right to initiate any legal action on its or their own behalf under this Security Agreement unless permitted to do so under the terms of the Indenture.

ARTICLE XI
SUBORDINATION

     The lien and security interest evidenced by this Security Agreement and the exercise of any right or remedy by the Collateral Agent in respect thereof is junior and subordinate to the interest of JPMorgan Chase Bank, N.A., individually and as Administrative Agent and is subject to the provisions of the Intercreditor Agreement.

[Signature Page Follows]

EXECUTION COPY

     IN WITNESS WHEREOF, the Grantors and the Collateral Agent have executed this Security Agreement as of the date first above written.

		GRANTORS:
		ALTRA HOLDINGS, INC.
		ALTRA INDUSTRIAL MOTION, INC.
		By		/s/ Glenn E. Deegan
		Name: Glenn E. Deegan
		Title:   Vice President, Legal and Human Resources, General Counsel and Secretary
		AMERICAN ENTERPRISES MPT CORP.
		NUTTALL GEAR LLC
		AMERICAN ENTERPRISES MPT HOLDINGS, LLC
		AMERIDRIVES INTERNATIONAL, LLC
		FORMSPRAG LLC
		WARNER ELECTRIC LLC
		WARNER ELECTRIC TECHNOLOGY LLC
		BOSTON GEAR LLC
		KILIAN MANUFACTURING CORPORATION
		WARNER ELECTRIC INTERNATIONAL HOLDING, INC.
		TB WOOD’S CORPORATION
		TB WOOD’S INCORPORATED
		TB WOOD’S ENTERPRISES, INC.
		INERTIA DYNAMICS, LLC
		By		/s/ Glenn E. Deegan
		Name: Glenn E. Deegan
		Title:   Secretary

		COLLATERAL AGENT
		THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent
		By		/s/ Raymond Torres
		Name: Raymond Torres
		Title: Senior Associate

PLEDGE AND SECURITY AGREEMENT

EXHIBITS

EXHIBIT A
(See Sections 3.2, 3.3, 3.4, 3.9 and 9.1 of Security Agreement)

NOTICE ADDRESS FOR ALL GRANTORS

c/o Altra Holdings, Inc.
300 Granite St., Suite 201
Braintree, MA 02184
Attention: Chief Financial Officer
Facsimile: (781)  ###-###-####

INFORMATION AND COLLATERAL LOCATIONS OF GRANTORS

I.

General Information

Name of Grantor		State		Entity Type			Org. No			Tax No.
Altra Holdings, Inc.		DE		C Corp.			3870357			61-1478870
Altra Industrial Motion, Inc.		DE		C Corp.			3878606			30-0283143
American Enterprises MPT Corp.		DE		C Corp.			2673186			52 ###-###-####
American Enterprises MPT Holdings, LLC		DE		LLC			2686543			52 ###-###-####
Ameridrives International, LLC		DE		LLC			2673483			54-1826102
Boston Gear LLC		DE		LLC			3822981			11 ###-###-####
Formsprag LLC		DE		LLC			3534967			01-0712538
Inertia Dynamics, LLC		DE		LLC			4046002			20 ###-###-####
Kilian Manufacturing Corporation		DE		C Corp.			0817664			06-0933715
Nuttall Gear LLC		DE		LLC			2765519			54-1856788
TB Wood’s Corporation		DE		C Corp.			2531112			25-1771145
TB Wood’s Enterprises, Inc.		DE		C Corp.			3102375			51-0393505
TB Wood’s Incorporated		PA		C Corp.			394660			23-1232420
Warner Electric International Holding, Inc.		DE		C Corp.			3142042			54-1967086
Warner Electric LLC		DE		LLC			3142038			54-1967089
Warner Electric Technology LLC		DE		LLC			3142046			54-1967084

II.		Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address:
		Chief Executive Office/Mailing Address of Each Grantor:

c/o Altra Holdings, Inc.
300 Granite St., Suite 201
Braintree, MA 02184
Attention: Chief Financial Officer
Facsimile: (781)  ###-###-####

III.

Locations of Collateral:

(a)

Properties Owned by the Grantors:

Grantor/Owner

Street

City

State

Country

ZIP

Warner Electric LLC

449 Gardner Street

South Beloit

IL

USA

61080

Warner Electric, LLC

802 E. Short Street

Columbia City

IN

USA

46725

TB Wood’s Corporation

801 East Industrial Avenue

Mt. Pleasant

MI

USA

48858

Formsprag LLC

23601 Hoover Road

Warren

MI

USA

48089

Grantor/Owner

Street

City

State

Country

ZIP

Kilian Manufacturing Corporation

1728-36 Burnet Avenue

Syracuse

NY

USA

13206

TB Wood’s Corporation

440 North Fifth Avenue

Chambersburg

PA

USA

17201

TB Wood’s Corporation

3181 Black Gap Road

Scotland

PA

USA

18407

Ameridrives International LLC

1802 Pittsburgh Avenue

Erie

PA

USA

16502

TB Wood’s Corporation

33 Houser Rd.

Fayetteville

PA

USA

17222

TB Wood’s Corporation

521 Airport Road

Chattanooga

TN

USA

37421

Warner Electric LLC

2800 Fisher Road

Wichita Falls

TX

USA

76302

TB Wood’s Corporation

2000 Clovis Barker Road

San Marcos

TX

USA

78666

Vehicle		Location		VIN
2006 CHEVROLET SILVERADO		Chambersburg, PA		3GCEK14T06G152780
1990 INTERNATIONAL BOX TRUCK		Chambersburg, PA		1HTSCNDM4LH287202
1985 FORD 4-WHEEL TRUCK		Chambersburg, PA		1FTEF26Y4FNA71159
1991 GMC SIERRA PICKUP		Chambersburg, PA		1GTDC14H7ME546656
2001 CHEVROLET IMPALA		Chambersburg, PA		2G1WF55EX19244569
1998 CHEVROLET PICKUP		Chambersburg, PA		1GCGK24R4WZ191682
2002 FORD TAURUS		Chambersburg, PA		1FAFP53U92A150581
1972 CHEVROLET DUMP TRUCK		Chambersburg, PA		CCE532V120791
2003 CHEVROLET SUBURBAN		Chambersburg, PA		3GNGK26G13G277286
2001 CHEVROLET IMPALA		San Marcos, TX		2G1WF52EX19197905
2000 FORD F350 TRUCK		San Marcos, TX		1FDWF36F2YED44039
2008 CHEVY PICKUP		Wichita Falls, TX		1GBJK39678E198702
2007 CHEVY PICKUP		Wichita Falls, TX		1GBJK39D87E120975
1995 DODGE PICKUP		Wichita Falls, TX		1B7KC26Z2SS315830
1999 FORD PICKUP		Warren, MI		1FTN20L4XEE76081
1993 FORD FF-350 PICKUP		New Hartford, CT		1FTHF36H1PNA98551
2002 INTERNATIONAL BOX TRUCK		New Hartford, CT		1HTMMAAM12H513455
1994 FORD F-350XL		South Beloit, IL		2FDKF37HXRCA58476
1998 DODGE DAKOTA PICKUP		South Beloit, IL		1B7FL26X4WS7649201
2002 PONTIAC MONTANA VAN		Syracuse, NY		1GMDV03E22D237445
2001 DODGE GRAND CARAVAN		Syracuse, NY		2B8GT54L81R105539
2000 GMC SIERRA PICKUP		Syracuse, NY		1GTGK24U8YE121391
1996 DODGE CARAVAN		Syracuse, NY		1B4GP44R6TB397360
2007 HYUNDAI ENTOURAGE		Syracuse, NY		KNDMC233376036654
2006 CHRYSLER PACIFICA		Syracuse, NY		2A4GM6836R606334
2000 DODGE DURANGO		Green Bay, WI		1B4HS28N7YF147026
1999 CHEVY C3500		Green Bay, WI		1GBJC34FOXF086353
1994 CHEVY PICKUP		Niagara Falls, NY		1GCCS1442R8231748
2004 FORD S350		San Marcos, TX		FDWF36P34EC00390
1996 FORD 250		Charlotte, NC		1FTHF25H8TLB93819

(b)

Properties Leased by the Grantors (Include Landlord’s Name):

Grantor/Lessee

Landlord

Street

City

State

Country

ZIP

Inertia Dynamics, LLC

Hitchcock Properties, LLC

31 Industrial Park Road

New Hartford

CT

USA

06057

Grantor/Lessee

Landlord

Street

City

State

Country

ZIP

Warner Electric LLC

Hendricks Development Group

420 Pershing Street

South Beloit

IL

USA

61080

Warner Electric LLC

Long Family Properties, LLC

960 Gardner Street

South Beloit

IL

USA

61080

Formsprag LLC

Nicholas Batistich

485 S. Frontage Road, Suite 330

Burr Ridge

IL

USA

60521

Warner Electric LLC

The Krenger CO.

6593 Revlon Drive

Belvidere

IL

USA

61008

Warner Electric LLC

Precision Realty Corporation

722 E. Swihart Street

Columbia City

IN

USA

46725

Altra Holdings, Inc.

Sun Life Assurance Company of Canada

300 Granite Street

Braintree

MA

USA

02184

Formsprag LLC

Ronald D. Fecteku

23554 Hoover Road

Warren

MI

USA

48089

Boston Gear LLC

John H.O. La Gatta

701 Carrier Drive

Charlotte

NC

USA

28216

TB Wood’s, Inc.

Prologis NA3 TRS II LLC

4970 Joule Street

Reno

NV

USA

83502

Nuttall Gear LLC

Wheatfield Business Park, LP.

2221 Niagara Falls Boulevard

Niagara Falls

NY

USA

14304

Ameridrives International LLC

Brian R. Keyes and Lisa Gladden-Keyes

31 N. Sugan Road, Suite 3D

New Hope

PA

USA

18938

Warner Electric LLC

Grapevine Realty, LLC

1705 Northwest Highway, Suite 125

Grapevine

TX

USA

76051

Boston Gear LLC

Caddo Investments LP

2000 North Central Expressway

Plano

TX

USA

75074

Ameridrives International LLC

Ronald B. Snider and Carol C. Snider

1411 FM 1101, Suite B

New Braunfels

TX

USA

78130

Warner Electric LLC

Waukesha East Commerce Center

1701 Pearl Street

Waukesha

WI

USA

53186

Ameridrives International LLC

R. A. Burton Properties, LLC

1680 Cornell Road

Green Bay

WI

USA

54313

TB Wood’s Enterprises, Inc.

Belflint + Lyons

1011 Centre Road, Suite 322

Wilmington

DE

USA

19805

(c)

Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):

Grantor

Landlord

Purpose

Street

City

State

Country

ZIP

Ameridrives International LLC

Rockhill Machining Industries Inc.

Storage of raw materials, finished goods inventory, work in progress inventory, fixed assets and machinery

3 Fourth Street

Barberton

Ohio

USA

44203

Inertia Dynamics, LLC

Advanced DC Motors

Inventory storage

6500 New Venture Gear Drive

East Syracuse

New York

USA

13057

Kilian Manufacturing Corporation

Kilian Korea (not affiliated with Kilian Manufacturing Corporation or Alta Industrial Motion, Inc.)

Finished goods inventory consignment

660-2 Bokjung-Dong, SunjungGu, Sungnam-Si

Gyunggi Do

—

Republic of Korea

—

Grantor

Landlord

Purpose

Street

City

State

Country

ZIP

Kilian Manufacturing Corporation

Kilian Canada ULC

General

310 Judson Street

Etobicoke

Ontario

Canada

—

TB Wood’s, Inc.

International Distribution Corporation

Inventory storage

8530 Market Street

Houston

Texas

USA

77029

TB Wood’s, Inc.

Kaman Industrial

Inventory storage

1703 NE Argyle

Portland

OR

USA

97211

TB Wood’s, Inc.

Industrial Products Company

Inventory Business

126 Texas Ave. Bldg. 3

San Marcos

TX

USA

78666

TB Wood’s, Inc.

TB Wood’s Canada Ltd.

General

6305 Danville Rd. #1

Mississauga

ON

Canada

—

TB Wood’s, Inc.

Industrial Blaju S. A. de C.V.

General

Av. Comision Federal de Electricidad #850, Parque Industrial Millenium, 78395 San Luis Potosi

San Luis Potosi

—

Mexico

—

TB Wood’s, Inc.

Industrial Blaju S. A. de C.V.

General

Oriente 237 No. 171, Colonia Agricola Oriental, 08500

Mexico, D.F.

—

Mexico

—

TB Wood’s, Inc.

TB Wood’s Canada Ltd.

General

9779 45th Ave.

Edmonton

Alberta

Canada

—

TB Wood’s, Inc.

TB Wood’s Canada Ltd.

General

1073 Begin St. Ville St. Laurent

Ville St. Laurent, Montreal

Quebec

Canada

—

Kilian Manufacturing Corporation

Iron Mountain

Document retention

6667 Deere Rd.

East Syracuse

NY

USA

13057

Kilian Manufacturing Corporation

Empire Archives

Document retention

1300 South Salina St.

Syracuse

NY

USA

13202

Formsprag LLC

Chicago Aluminum Castings Co. Inc.

Inventory and equipment storage

2647 West Ogden Ave.

Chicago

IL

USA

60606

Formsprag LLC

Master Machine & Repair

Inventory and equipment storage

6648 S. Narragonsette

Bedford Park

IL

USA

60638

Formsprag LLC

Industrial Boring

Inventory and equipment storage

23175 Blackstone

Warren

MI

USA

48089

Formsprag LLC

North Tool & Mfg. Co.

Inventory and equipment storage

17140 E. 10 Mile Rd.

Eastpointe

MI

USA

46021

Formsprag LLC

ARC Services of Macomb

Inventory and equipment storage

40450 Gratiot

Clinton Twp

MI

USA

48036

Formsprag LLC

D & D Machine Movers

Inventory and equipment storage

29469 Groesbeck Highway

Roseville

MI

USA

48066

Formsprag LLC

Gollnick Tool Company

Inventory and equipment storage

24300 Marmon

Warrren

MI

USA

18313

Grantor

Landlord

Purpose

Street

City

State

Country

ZIP

Formsprag LLC

Iron Mountain

Document retention

24300 Wahl Ct.

Warren

MI

USA

48089

Formsprag LLC

Iron Mountain

Document retention

7277 North Haggerty Road

Canton

MI

USA

48187

Formsprag LLC

Boston Gear – Canada Warehouse

Inventory and equipment storage

6305 Danville Rd. #1

Mississauga

ON

Canada

—

EXHIBIT B
(See Section 3.5 of Security Agreement)

DEPOSIT ACCOUNTS

						Check here if		Description of
						Deposit Account is		Deposit Account
						a Collection		if not a Collection
Name of Grantor		Name of Institution		Account Number		Account		Account
See attached consolidated bank account listing.

LOCK BOXES

Name of Grantor		Name of Institution		Lock Box Number
See attached consolidated bank account listing.

SECURITIES ACCOUNTS

Name of Grantor		Name of Institution		Account Number
Altra Industrial Motion, Inc.		[*]		[*]
Altra Holdings, Inc.		[*]		[*]
Altra Holdings, Inc.		[*]		[*]

Bank Account Data Collection

Location:		[*]
Submitted by:		[*]
Phone #:		[*]
Email:		[*]

Global Bank Account Information

Interest

Bearing (Y

Maximum

Bank

Company Name

Account Type

or N)

Currency

Annual Fees

Amt. Held

Purpose

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

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[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

Authorized Signers:                                      

Carl Christenson
Christian Storch
Todd Patriacca

Bank Account Data Collection

Location:		[*]
Submitted by:		[*]
Phone #:		[*]
Email:		[*]

Interest

Bearing (Y

Maximum

Bank

Account Type

or N)

Currency

Annual Fees

Amt. Held

Purpose

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

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[*]

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Bill Duff
Todd Menickelli

EXHIBIT C-1
(See Section 3.7 of Security Agreement)

LETTER OF CREDIT RIGHTS

None.

CHATTEL PAPER

None.

EXHIBIT C-2
(See definition of Commercial Tort Claims)

EXISTING COMMERCIAL TORT CLAIMS

None.

EXHIBIT D
(See Section 3.10 and 3.11 of Security Agreement)

INTELLECTUAL PROPERTY RIGHTS

PATENTS

Name of Grantor		Patent Description		Patent Number		Issue Date
See attached Consolidated Patent List

PATENT APPLICATIONS

Name of Grantor		Patent Application		Application Filing Date		Application Serial Number
See attached Consolidated Patent List

TRADEMARKS

Name of Grantor		Trademark		Registration Date		Registration Number
See attached Consolidated Trademark List

TRADEMARK APPLICATIONS

Name of Grantor		Trademark Application		Application Filing Date		Application Serial Number
See attached Consolidated Trademark List

COPYRIGHTS

Name of Grantor		Copyright		Registration Date		Registration Number
None

COPYRIGHT APPLICATIONS

Name of Grantor		Copyright Application		Application Filing Date		Application Serial Number
None

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

Patent

Canada

Warner Electric Technology Inc.

IMPROVED BI-DIRECTIONAL BACK STOPPING CLUTCH

2024208

07/03/2001

2024208

08/29/1990

Active

Patent

Canada

Warner Electric Technology Inc.

ELECTROMAGNETIC COUPLING DISC AND METHOD OF MAKING THE DISC

1315218

3/30/1993

614020

9/28/1989

Active

Patent

Europe

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0552011

3/26/1997

93300169.5

1/12/1993

Active

Patent

Europe

Warner Electric Technology Inc.

ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING

EP1171721

05/03/2006

09109241.0

02/14/2001

Active

Patent

Europe

Warner Electric Technology Inc.

CLUTCH WITH SPACER FOR SUPPORTING A BEARING

EP0604190

9/3/1997

93310365.7

12/21/1993

Active

Patent

Europe

Warner Electric Technology Inc.

ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE

EP0637022

5/29/1996

92309229.0

10/9/1992

Active

Patent

Europe

Warner Electric Technology Inc.

ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS

EP0434272

7/20/1994

90313378

12/10/1990

Active

Patent

Europe

Warner Electric Technology Inc.

HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC

EP0645550

03/29/1995

94306356.0

8/30/1994

Active

Patent

Europe

Warner Electric Technology Inc.

MAG STOP CLUTCH WITH CENTER POLE

EP’0953784

9/22/2004

99303330.7

4/28/99

Active

Patent

Europe

Warner Electric Technology Inc.

METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC

EP0521640

1/18/1995

92305695.6

6/22/1992

Active

Patent

Europe

Warner Electric Technology Inc.

METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH ASSEMBLY

EP0867630

10/16/2002

98302223.7

03/24/1998

Active

Patent

Europe

Warner Electric Technology Inc.

ROTOR FOR ELECTROMAGNETIC COUPLING

EP0614023

5/21/1997

94301526.3

3/3/1994

Active

Patent

Europe

Warner Electric Technology Inc.

SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0614022

12/11/1996

94301484.5

3/2/1994

Active

Patent

Europe

Warner Electric Technology Inc.

UNIDRIVE ARMATURE HUB

EP0643236

3/15/1995

94306652.2

9/9/1994

Active

Patent

Europe

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP00713026

3/28/2001

95203457.7

1/12/1993

Active

Patent

Europe

Warner Electric Technology Inc.

SPRAG RETAINER WITH ROTATIONAL RESTRAINT

EP0602889

6/22/1994

93309865.9

12/9/1993

Active

Patent

Europe

Warner Electric Technology LLC

Rotational Coupling Device

EP1893884

11/25/2009

06770520.2

1/10/2008

Active

Patent

France

Warner Electric Technology LLC

Rotational Coupling Device

EP1893884

11/25/2009

06770520.2

1/10/2008

Active

Patent

France

Warner Electric Technology Inc.

ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING

EP1171721

05/03/2006

09109241.0

02/14/2001

Active

Patent

France

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0552011

3/26/1997

93300169.5

1/12/1993

Active

Patent

France

Warner Electric Technology Inc.

CLUTCH BRAKE ASSEMBLY

2727485

07/17/1998

9514181

011/30/1995

Active

Patent

France

Warner Electric Technology Inc.

HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC

EP0645550

3/29/1995

94306356.0

8/30/1994

Active

Patent

France

Warner Electric Technology Inc.

CLUTCH WITH SPACER FOR SUPPORTING A BEARING

EP0604190

9/3/1997

93310365.7

12/21/1993

Active

Patent

France

Warner Electric Technology Inc.

ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE

EP0637022

5/29/1996

92309229.0

10/9/1992

Active

Patent

France

Warner Electric Technology Inc.

ELECTROMAGNETIC COUPLING DISCS AND METHOD OF MAKING THE SAME.

9106536

1/20/1995

9106536

5/30/1991

Active

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

Patent

France

Warner Electric Technology Inc.

ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS

EP0434272

7/20/1994

90313378

12/10/1990

Active

Patent

France

Warner Electric Technology Inc.

METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC

EP0521640

1/18/1995

92305695.6

6/22/1992

Active

Patent

France

Warner Electric Technology Inc.

METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH ASSEMBLY

EP0867630

10/16/2002

98302223.7

03/24/1998

Active

Patent

France

Warner Electric Technology Inc.

ROTOR FOR ELECTROMAGNETIC COUPLING

EP0614023

5/21/1997

94301526.3

3/3/1994

Active

Patent

France

Warner Electric Technology Inc.

SOUND DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

9902452

12/22/2000

9902452

2/26/1999

Active

Patent

France

Warner Electric Technology Inc.

SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0614022

12/11/1996

94301484.5

3/2/1994

Active

Patent

France

Warner Electric Technology Inc.

UNIDAMP ARMATURE

9103732

2/10/1995

9103732

3/27/1991

Active

Patent

France

Warner Electric Technology Inc.

UNIDRIVE ARMATURE HUB

EP0643236

3/15/1995

94306652.2

9/9/1994

Active

patent

France

Warner Electric Technology Inc.

MAG STOP CLUTCH WITH CENTER POLE

EP’0953784

9/22/2004

99303330.7

4/28/1999

Active

Patent

France

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP00713026

3/28/2001

95203457.7

1/12/1993

Active

Patent

France

Warner Electric Technology Inc.

SPRAG RETAINER WITH ROTATIONAL RESTRAINT

EP0602889

6/22/1994

93309865.9

12/9/1993

Active

Patent

Germany

Warner Electric Technology LLC

Rotational Coupling Device

EP1893884

11/25/2009

06770520.2

1/10/2008

Active

Patent

Germany

Warner Electric Technology Inc.

ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING

EP1171721

05/03/2006

09109241.0

02/14/2001

Active

Patent

Germany

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0552011

3/26/1997

93300169.5

1/12/1993

Active

Patent

Germany

Warner Electric Technology Inc.

HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC

EP0645550

3/29/1995

94306356.0

8/30/1994

Active

Patent

Germany

Warner Electric Technology Inc.

CLUTCH WITH SPACER FOR SUPPORTING A BEARING

EP0604190

9/3/1997

93310365.7

12/21/1993

Active

Patent

Germany

Warner Electric Technology Inc.

ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE

EP0637022

5/29/1996

69211088.7

10/9/1992

Active

Patent

Germany

Warner Electric Technology Inc.

ELECTROMAGNETIC COUPLING DISCS AND METHOD OF MAKING THE SAME

###-###-####.5

10/24/1991

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5/29/1991

Active

Patent

Germany

Warner Electric Technology Inc.

ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS

EP0434272

7/20/1994

90313378.3

12/10/1990

Active

Patent

Germany

Warner Electric Technology Inc.

METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC

EP0521640

1/18/1995

69201221.4

6/22/1992

Active

Patent

Germany

Warner Electric Technology Inc.

METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH ASSEMBLY

EP0867630

10/16/2002

98302223.7

03/14/1998

Active

Patent

Germany

Warner Electric Technology Inc.

ROTOR FOR ELECTROMAGNETIC COUPLING

EP0614023

5/21/1997

94301526.3

3/3/1994

Active

Patent

Germany

Warner Electric Technology Inc.

SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0614022

12/11/1996

69401077.4

3/2/1994

Active

Patent

Germany

Warner Electric Technology Inc.

UNIDAMP ARMATURE

###-###-####.8-12

01/30/2003

###-###-####.8

03/19/1991

Active

Patent

Germany

Warner Electric Technology Inc.

UNIDRIVE ARMATURE HUB

EP0643236

3/15/1995

94306652.2

9/9/1994

Active

Patent

Germany

Warner Electric Technology Inc.

ELECTROMAGNETIC COUPLING DISCS AND METHOD OF MAKING THE SAME

4,117,614

3/3/2005

P4117614.6

5/29/1991

Active

Patent

Germany

Warner Electric Technology Inc.

UNIDAMP ARMATURE

###-###-####.1

8/1/1991

###-###-####.1

3/19/1991

Active

patent

Germany

Warner Electric Technology Inc.

MAG STOP CLUTCH WITH CENTER POLE

EP’0953784

9/22/2004

99303330.7

4/28/1999

Active

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

Patent

Germany

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP00713026

3/28/2001

95203457.7

1/12/1993

Active

Patent

Germany

Warner Electric Technology Inc.

SPRAG RETAINER WITH ROTATIONAL RESTRAINT

EP0602889

6/22/1994

93309865.9

12/9/1993

Active

Patent

Israel

Warner Electric Technology Inc.

ANTI-SLIP INESERT FOR A BACKSTOPPING CLUTCH

152,385

08/05/2009

152385

10/20/2002

Active

Patent

Israel

Warner Electric Technology Inc.

IMPROVED BI-DIRECTIONAL BACK STOPPING CLUTCH

95688

11/19/1992

95688

9/14/1990

Active

Patent

Israel

Warner Electric Technology Inc.

SPRAG RETAINER WITH ROTATIONAL RESTRAINT

107584

11/12/1993

107584

11/12/1993

Active

Patent

Italy

Warner Electric Technology LLC

Rotational Coupling Device

EP1893884

11/25/2009

06770520.2

1/10/2008

Active

Patent

Italy

Warner Electric Technology Inc.

ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE

EP0637022

5/29/1996

92309229.0

10/9/1992

Active

Patent

Italy

Warner Electric Technology Inc.

ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS

EP0434272

7/20/1994

90313378

12/10/1990

Active

Patent

Italy

Warner Electric Technology Inc.

METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH ASSEMBLY

EP0867630

10/16/2002

98302223.7

03/24/1998

Active

patent

Italy

Warner Electric Technology Inc.

MAG STOP CLUTCH WITH CENTER POLE

EP’0953784

9/22/2004

99303330.7

4/28/1999

Active

Patent

Italy

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0552011

3/26/1997

93300169.5

1/12/1993

Active

Patent

Italy

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP00713026

3/28/2001

95203457.7

1/12/1993

Active

Patent

Italy

Warner Electric Technology Inc.

UNIDAMP ARMATURE

1,244,554

7/15/1994

RM91A000202

3/27/1991

Active

Patent

Italy

Warner Electric Technology Inc.

SPRAG RETAINER WITH ROTATIONAL RESTRAINT

EP0602889

6/22/1994

93309865.9

12/9/1993

Active

Patent

Japan

Warner Electric Technology Inc.

CLUTCH BRAKE ASSEMBLY

3,723,872

09/30/2005

329,410/95

11/27/1995

Active

Patent

Japan

Warner Electric Technology Inc.

ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE

3,507,954

1/9/2004

288,154/92

10/05/1992

Active

Patent

Japan

Warner Electric Technology Inc.

ELECTROMAGNETIC COUPLING DISC AND METHOD OF MAKING THE DISC

2761413

3/20/1998

275764/89

10/23/1989

Active

Patent

Japan

Warner Electric Technology Inc.

HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC

3,966,368

08/29/2007

227,370/94

08/30/1994

Active

Patent

Japan

Warner Electric Technology Inc.

METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC

3316595

06/14/2002

191,371/92

06/26/1992

Active

Patent

Japan

Warner Electric Technology Inc.

ELECTROMAGNETIC SYNCHRONIZING AND SHIFTING CLUTCH — ESS

3,433,269

5/30/2003

343,834/91

10/28/1991

Active

Patent

Japan

Warner Electric Technology Inc.

UNIDAMP ARMATURE

3074398

06/09/2000

133666/91

03/28/1991

Active

Patent

Japan

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

3,820,554

6/30/2006

2004-14,295

1/22/2004

Active

Patent

Japan

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

3,538,848

4/2/2004

19425/93

1/13/1993

Active

Patent

Malaysia

Warner Electric Technology LLC

ANTI-SLIP INESERT FOR A BACKSTOPPING CLUTCH

MY-117,623-A

7/31/2004

P120011880

04/20/2001

Active

Patent

Mexico

Warner Electric Technology Inc.

ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING

232,309

11/23./2005

PA/a/2001/010462

10/16/2001

Active

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

Patent

Mexico

Warner Electric Technology Inc.

ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING

238,848

07/24/2006

PA/A/2005/007753

7/21/2005

Active

Patent

Singapore

Warner Electric Technology Inc.

ANTI-SLIP INESERT FOR A BACKSTOPPING CLUTCH

92,564

02/28/2005

200206523-3

04/19/2001

Active

Patent

Singapore

Warner Electric Technology Inc.

FORMLOCK SHOES WITH FLATS

52,991

04/30/2004

9702069-7

06/27/1997

Active

Patent

Singapore

Warner Electric Technology Inc.

Liquid Cooled Brake assembley

141,736

8/31/2009

200802767-4

4/11/2008

Active

Patent

South Korea

Warner Electric Technology Inc.

ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING

828,851

05/02/2008

7013844/2001

10/29/2001

Active

Patent

South Korea

Warner Electric Technology Inc.

ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE

232799

9/8/1999

18665/1992

10/10/1992

Active

Patent

South Korea

Warner Electric Technology Inc.

MAG STOP CLUTCH WITH CENTER POLE

530,579

11/16/2005

15334/1999

4/29/1999

Active

Patent

South Korea

Warner Electric Technology Inc.

SOUND DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

519,028

09/27/2005

6203/1999

2/25/1999

Active

Patent

South Korea

Warner Electric Technology Inc.

SUPPORTING HUB FOR CLUTCH AND PUMP ASSEMBLY

323,800

1/25/2002

23609

11/8/1993

Active

Patent

South Korea

Warner Electric Technology Inc.

METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC

215,247

5/21/1999

11273/1992

6/26/1992

Active

Patent

South Korea

Warner Electric Technology Inc.

ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING

855153

08/22/2008

7024365/2007

10/23/2007

Active

Patent

Spain

Warner Electric Technology LLC

Rotational Coupling Device

EP1893884

11/25/2009

06770520.2

1/10/2008

Active

Patent

Spain

Warner Electric Technology Inc.

MAG STOP CLUTCH WITH CENTER POLE

EP’0953784

9/22/2004

99303330.7

4/28/1999

Active

Patent

Taiwan

Warner Electric Technology Inc.

ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE

NI61152

6/23/1993

81105630

7/16/1992

Active

Patent

Turkey

Warner Electric Technology Inc.

ANTI-SLIP INESERT FOR A BACKSTOPPING CLUTCH

TR2002 02428B

7/21/2003

02/2428

10/24/2002

Active

Patent

United Kingdom

Warner Electric Technology LLC

Rotational Coupling Device

EP1893884

11/25/2009

06770520.2

1/10/2008

Active

Patent

United Kingdom

Warner Electric Technology Inc.

ARMATURE FOR SELECTIVELY ENGAGEABLE AND DISENGAGEABLE COUPLING

EP1171721

05/03/2006

09109241.0

02/14/2001

Active

Patent

United Kingdom

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0552011

3/26/1997

93300169.5

1/12/1993

Active

Patent

United Kingdom

Warner Electric Technology Inc.

CLUTCH BRAKE ASSEMBLY

2,295,656

08/12/1998

9524410.9

11/29/1995

Active

Patent

United Kingdom

Warner Electric Technology Inc.

HIGH STRENGTH ELECTROMAGNETIC COUPLING DISC

EP0645550

3/29/1995

94306356.0

8/30/1994

Active

Patent

United Kingdom

Warner Electric Technology Inc.

CLUTCH WITH SPACER FOR SUPPORTING A BEARING

EP0604190

9/3/1997

93310365.7

12/21/1993

Active

Patent

United Kingdom

Warner Electric Technology Inc.

ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE

EP0637022

5/29/1996

92309229.0

10/9/1992

Active

Patent

United Kingdom

Warner Electric Technology Inc.

ELECTROMAGNETIC COUPLING DISCS AND METHOD OF MAKING THE SAME

2244529

2/2/1994

9111037.9

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Active

Patent

United Kingdom

Warner Electric Technology Inc.

ELECTROMAGNETIC FRICTION BRAKEWITH IMPROVED MOUNTING PINS

EP0434272

7/20/1994

90313378

12/10/1990

Active

Patent

United Kingdom

Warner Electric Technology Inc.

IMPROVED BI-DIRECTIONAL BACK STOPPING CLUTCH

2,237,855

1/12/1994

9021038.6

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Active

Patent

United Kingdom

Warner Electric Technology Inc.

METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC

EP0521640

1/18/1995

92305695.6

6/22/1992

Active

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

Patent

United Kingdom

Warner Electric Technology Inc.

METHOD OF MANUFACTURING A ROTOR FOR AN ELECTROMAGNETIC CLUTCH ASSEMBLY

EP0867630

10/16/2002

98302223.7

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Active

Patent

United Kingdom

Warner Electric Technology Inc.

ROTOR FOR ELECTROMAGNETIC COUPLING

EP0614023

5/21/1997

94301526.3

3/3/1994

Active

Patent

United Kingdom

Warner Electric Technology Inc.

SOUND DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

2,339,861

07/24/2002

9904390.3

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Active

Patent

United Kingdom

Warner Electric Technology Inc.

SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0614022

12/11/1996

94301484.5

3/2/1994

Active

Patent

United Kingdom

Warner Electric Technology Inc.

UNIDAMP ARMATURE

2243195

3/30/1994

9106125.9

3/22/1991

Active

Patent

United Kingdom

Warner Electric Technology Inc.

UNIDRIVE ARMATURE HUB

EP0643236

3/15/1995

94306652.2

9/9/1994

Active

Patent

United Kingdom

Warner Electric Technology Inc.

MAG STOP CLUTCH WITH CENTER POLE

EP’0953784

9/22/2004

99303330.7

4/28/1999

Active

Patent

United Kingdom

Warner Electric Technology Inc.

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

EP0713026

3/28/2001

95203457.7

1/12/1993

Active

Patent

United Kingdom

Warner Electric Technology Inc.

SPRAG RETAINER WITH ROTATIONAL RESTRAINT

EP0602889

6/22/1994

93309865.9

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Patent Appl.

Australia

Warner Electric Technology LLC

AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)

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Patent Appl.

Australia

Warner Electric Technology LLC

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Pending

Patent Appl.

Australia

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Torque Arm Assembly for a Backstopping Clutch

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Pending

Patent Appl.

Brazil

Warner Electric Technology LLC

Liquid Cooled Brake assembley

PI 0618103-1

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Pending

Patent Appl.

Brazil

Warner Electric Technology LLC

BALANCED FLOW COOLING WATER JACKET

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Canada

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Improved Drive Assenmly with lightweight backstop clutch

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Patent Appl.

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Automatically released bi-directional overunning clutch

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Chili

Warner Electric Technology LLC

AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)

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China

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AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)

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Patent Appl.

PCT

Warner Electric Technology LLC

Sparag Retainer for OVERRUNNING CLUTCH

PCT/US2008/079310

10/09/2008

Pending

Patent Appl.

PCT

Warner Electric Technology LLC

Rotational Coupling Device With Sealed Key

PCT/US09/044679

5/20/2009

Pending

Patent Appl.

PCT

Warner Electric Technology LLC

[*]

[*]

[*]

[*]

Patent Appl.

Russia

Warner Electric Technology LLC

Liquid Cooled Brake assembley

2008121805

5/30/2008

Pending

Patent Appl.

Russia

Warner Electric Technology LLC

BALANCED FLOW COOLING WATER JACKET

2008121806

5/30/2008

Pending

Patent Appl.

Singapore

Warner Electric Technology LLC

BALANCED FLOW COOLING WATER JACKET

200802768-2.

4/11/2008

Pending

Patent Appl.

Singapore

Warner Electric Technology LLC

AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)

200904860-4.

07/17/2009

Pending

Patent Appl.

South Africa

Warner Electric Technology LLC

AquaMaKKs Brake (Liquid Cooled Brake With Support Columns)

2009/05050

7/20/2009

Pending

Patent Appl.

South Korea

Warner Electric Technology LLC

Rotational Coupling Device

10 ###-###-####

1/9/2008

Pending

Issuing

Registration

Registration /

Application

IP Type

Jurisdiction

Owner Entity

Title / Description

Number

Issue Date

Number

Filing Date

Status

Patent Appl.

South Korea

Warner Electric Technology LLC

Rotational Coupling Device

10 ###-###-####

1/9/2008

Pending

Patent Appl.

South Korea

Warner Electric Technology LLC

Rotational Coupling Device

10 ###-###-####

1/9/2008

Pending

Patent Appl.

South Korea

Warner Electric Technology LLC

Rotational Coupling Device

10 ###-###-####

9/24/2008

Pending

Patent Appl.

Taiwan

Warner Electric Technology LLC

Automatically released bi-directional overunning clutch

096102358

1/22/2007

Pending

Patent

USA

Inertia Dynamics, LLC

Electromagnetic disc brake with rubber friction disk braking surface

6161659

12/19/2000

09/167006

09/29/1998

Active

Patent

USA

Inertia Dynamics, LLC

Clutch system and method

6488133

12/3/2002

09/528690

03/20/2000

Active

Patent

USA

Inertia Dynamics, LLC

Elevator brake assembly

6675939

01/13/2004

09/773722

01/31/2001

Active

Patent

USA

Warner Electric Technology LLC

ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

5,150,779

9/29/1992

07/820344

1/14/1992

Active

Patent

USA

Inertia Dynamics, LLC

Power-off brake with manual release

5915507

06/29/1999

08/932904

09/17/1997

Active

Patent

USA

Inertia Dynamics, LLC

Electric clutch and brake

6047805

04/11/2000

08/937816

09/29/1997

Active

Patent

USA

Inertia Dynamics, LLC

Electro-mechanical variable speed clutch

5979630

11/9/1999

08/938862

09/26/1997

Active

Patent

USA

Warner Electric Technology LLC

UNIDAMP ARMATURE

5,036,964

8/6/1991

07/500,466

3/28/1990

Active

Patent

USA

Warner Electric Technology LLC

ELECTROMAGNETIC COUPLING DISCS AND METHOD OF MAKING THE SAME.

5,096,036

3/17/1992

07/531,465

5/31/1990

Active

Patent

USA

Warner Electric Technology LLC

APPARATUS FOR RESISTANCE BONDING ELECTROMAGNETIC COILS

5,091,619

2/25/1992

07/543,706

6/26/1990

Active

Patent

USA

Warner Electric Technology LLC

FIELD ASSEMBLY FOR AN ELECTROMAGNET

5,250,921

10/5/1993

07/600,199

10/19/1990

Active

Patent

USA

Warner Electric Technology LLC

ELECTROMAGNETIC SYNCHRONIZING AND SHIFTING CLUTCH — ESS

5,052,534

10/1/1991

07/605,517

10/30/1990

Active

Patent

USA

Warner Electric Technology LLC

LOW COST SPRAG RETAINER

5,070,976

12/10/1991

07/634,903

12/27/1990

Active

Patent

USA

Warner Electric Technology LLC

DIGITAL CONTROL SYSTEM FOR ELECTROMAGNETIC CLUTCH

5,094,332

3/10/1992

07/664,075

12/31/1990

Active

Patent

USA

Warner Electric Technology LLC

ELECTROMAGNETIC COUPLING ARMATURE ASSEMBLY WITH FLUX ISOLATOR SPRINGS

5,119,915

6/9/1992

07/700,439

5/15/1991

Active

Patent

USA

Warner Electric Technology LLC

METHOD OF MAKING AN ELECTROMAGNETIC COUPLING DISC

5,125,255

6/30/1992

07/721,972

6/27/1991

Active

Patent

USA

Warner Electric Technology LLC

ELECTROMAGNETIC CLUTCH WITH PERMANENT MAGNET BRAKE

5,119,918

6/9/1992

07/774,92

10/11/1991

Active

Patent

USA

Ameridrives International, LLC

Driveshaft with slip joint seal

5,230,658

07/27/1993

07/864,307

04/06/1992

Active

Patent

USA

TB Woods Enterprises, Inc.

Shaft Mountable Bushing and Hub for Industrail poer transmission

5304101

4/19/1994

07/919223

7/27/1992

Active

Patent

USA

Warner Electric Technology LLC

SPLIT TUBE HAVING RETAINABLE ENDS

5,280,829

1/25/1994

07/931,638

8/18/1992

Active

Patent

USA

Warner Electric Technology LLC

SUPPORTING HUB FOR CLUTCH AND PUMP ASSEMBLY

5,310,034

5/10/1994

07/973,291

11/9/1992

Active

Patent

USA

Warner Electric Technology LLC

SPRAG RETAINER WITH ROTATIONAL RESTRAINT

5,337,869

8/16/1994

07/991,021

12/15/1992

Active

Patent

USA

Warner Electric Technology LLC

CLUTCH WITH SPACER FOR SUPPORTING A BEARING

5,285,882

2/15/1994

07/996,122

12/23/1992

Active

Patent

USA

Warner Electric Technology LLC

SOUND-DAMPING ARMATURE ASSEMBLY FOR AN ELECTROMAGNETIC COUPLING

5,372,228

12/13/1994

08/026,499

3/4/1993

Active