Ex-4.17 Second Amendment to the Amended & Restated Stockholders Agreement

EX-4.17 7 b62173a4exv4w17.txt EX-4.17 SECOND AMENDMENT TO THE AMENDED & RESTATED STOCKHOLDERS AGREEMENT EXHIBIT 4.17 SECOND AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT This Second Amendment to the Amended and Restated Stockholders Agreement (this "Amendment"), dated as of , 2006, is entered into by and among Altra Holdings, Inc., a Delaware corporation (the "Company"), and each of the parties named on Schedule A hereto (each a "Stockholder" and collectively, the "Stockholders") in order to amend and modify that certain Amended and Restated Stockholders Agreement, dated as of January 6, 2005 (the "Agreement"), as amended by the First Amendment to the Amended and Restated Stockholders Agreement, dated May 1, 2005. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. RECITALS: WHEREAS, the Company and the Stockholders desire to amend the Agreement; and WHEREAS, Section 15(e) of the Agreement provides that the Agreement may be amended by the written consent of the Company and Stockholders owning a majority of the Company's Securities, subject to certain exceptions. NOW, THEREFORE, the parties to this Amendment, intending to be legally bound hereby, agree as follows: Section 1. Certain Definitions. Section 1(q) of the Agreement shall be deleted in its entirety and replaced with the following: "(q) QUALIFIED PUBLIC OFFERING" means any underwritten initial Public Offering." Section 2. Covenants. Section 7(e) of the Agreement shall be deleted in its entirety and replaced with the following: "(e) Termination. The covenants and agreement set forth in Section 7(a) shall survive for a period of five (5) years after the date hereof. As to each Management Stockholder, the covenants and agreement set forth in Section 7(b) shall survive for a period of one year and one day after such Management Stockholder ceases to be an employee of the Company, and the covenants and agreements set forth in Section 7(c) shall survive for a period of two (2) years plus one day after such Management Stockholder ceases to be an employee of the Company. The covenants and agreement set forth in Section 7(d) (i) shall terminate and be of no further force or effect immediately upon consummation of Altra's or the Company's initial Public Offering, and (ii) (other than Section 7(d)(iii)) shall not be in effect during such time as Altra or the Company is filing such 1 information pursuant to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act." Section 3. Effectiveness. This Amendment shall become effective as of the date first above written. Except as otherwise provided in this Amendment, all terms and conditions of the Agreement shall remain in full force and effect. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 2 IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. ALTRA HOLDINGS, INC. By: ______________________________________ Name: Title: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. GENSTAR CAPITAL PARTNERS III, L.P. By: Genstar Capital III, L.P. Its: General Partner By: Genstar III GP LLC Its: General Partner By: _________________________________ Name: Title: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. STARGEN III, L.P. By: Genstar Capital III, L.P. Its: General Partner By: Genstar III GP LLC Its: General Partner By: _________________________________ Name: Title: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. CAISSE DE DEPOT ET PLACEMENT DU QUEBEC By: _________________________________ Name: Title: By: _________________________________ Name: Title: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. __________________________________________ Michael L. Hurt Address: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. __________________________________________ William J. Duff Address: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. __________________________________________ Thomas F. Tatarczuch Address: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. __________________________________________ Donald S. Wierbinski Address: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. __________________________________________ Craig Schuele Address: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. __________________________________________ Gerald Ferris Address: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. __________________________________________ Edward L. Novotny Address: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. __________________________________________ Mark Stuebe Address: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. __________________________________________ Timothy McGowan Address: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. __________________________________________ Larry McPherson Address: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. __________________________________________ Lee Hess Address: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. __________________________________________ Thomas Hunt Address: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. __________________________________________ Carl R. Christenson Address: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. __________________________________________ Virginia Christenson Address: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. __________________________________________ David A. Wall Address: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. __________________________________________ David Ebling Address: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. __________________________________________ David Zietlow Address: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. __________________________________________ Frank E. Bauchiero Address: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date first set forth above. FRANK BAUCHIERO MKC WORLDWIDE By: ______________________________ Name: Title: Address: SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT SCHEDULE A LIST OF STOCKHOLDERS Genstar Capital Partners III, L.P. Stargen III, L.P. Caisse de depot et placement du Quebec Michael L. Hurt William J. Duff Thomas F. Tatarczuch Donald S. Wierbinski Craig Schuele Gerald Ferris Edward L. Novotny Mark Stuebe Timothy McGowan Larry McPherson Lee Hess Thomas Hunt Frank Bauchiero MKC Worldwide Frank E. Bauchiero Carl R. Christenson Virginia Christenson David Wall David Zietlow David Ebling