Ex-4.18 First Amendment to the Amended & Restated Registration Rights Agreement

EX-4.18 8 b62173a4exv4w18.txt EX-4.18 FIRST AMENDMENT TO THE AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT EXHIBIT 4.18 FIRST AMENDMENT TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This First Amendment to the Amended and Restated Registration Rights 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 "Holder" and collectively, the "Holders") in order to amend and modify that certain Amended and Restated Registration Rights Agreement, dated as of January 6, 2005 (the "Agreement"). 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 Holders desire to amend the Agreement; and WHEREAS, Section 10(b) of the Agreement provides that the Agreement may be amended by the written consent of the Company and Holders owning at least 66-2/3% of the Company's Registrable Securities, subject to certain exceptions. NOW, THEREFORE, the parties to this Amendment, intending to be legally bound hereby, agree as follows: Section 1. Definitions. The definition of "Qualified Public Offering" in Section 1 of the Agreement shall be deleted in its entirety and replaced with the following: ""QUALIFIED PUBLIC OFFERING" means any underwritten initial Public Offering." Section 2. 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] 1 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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 FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS 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