Ex-4.15 First Amendment to the Amended and Restated Stockholders Agreement dated May 5, 2006

EX-4.15 3 b62173a1exv4w15.txt EX-4.15 FIRST AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED MAY 5, 2006 Exhibit 4.15 FIRST AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT This First Amendment to the Amended and Restated Stockholders Agreement (this "Amendment"), dated as of May 1, 2005, 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"). 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 to provide the Genstar Parties additional rights to transfer Securities owned by such Genstar Parties to directors, officers and employees of the Company and Altra Industrial Motion, Inc., the wholly-owned subsidiary of the Company; 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. NOW, THEREFORE, the parties to this Amendment, intending to be legally bound hereby, agree as follows: Section 1. Right to Transfer. Section 4(e) of the Agreement shall be deleted in its entirety and replaced with the following: "(e) Exceptions to Right of Co-Sale. The Right of Co-Sale shall not apply to (i) Transfers to Affiliates, members, advisors, employees, consultants and partners of the Genstar Parties provided that such Transfer does not result in a Change of Control, (ii) Transfers to other Stockholders or their Affiliates provided that such Transfer does not result in a Change of Control, (iii) Transfers made pursuant to a registered Public Offering or pursuant to Rule 144 under the Securities Act, (iv) Transfers in the form of dividends or distributions (whether upon liquidation or otherwise) by a Genstar Party or a Genstar Affiliate to its current or former partners, members of stockholders (and any subsequent transfers by such current or former partners, members or stockholders) pursuant to the terms of the partnership, limited liability company or other applicable agreement, or (v) Transfers not for value, or (vi) Transfers to directors, officers or employees of the Company or its subsidiaries; provided that, in the case of clauses (i), (ii) and (v) above, the transferee agrees in writing to be bound by the provisions of this Agreement applicable to a Genstar Party; provided further that, in the case of clause (vi) above, the transferee agrees in writing to be bound by the provisions of this Agreement 1 applicable to a Management Stockholder or Non-Management Stockholder, as applicable." 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] 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: 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: STARGEN III, L.P. By: Genstar Capital III, L.P. Its: General Partner By: Genstar III GP LLC Its: General Partner By: ------------------------- Name: Title: CAISSE DE DEPOT ET PLACEMENT DU QUEBEC By: ------------------------- Name: Title: By: ------------------------- Name: Title: SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT ------------------------------------ Michael L. Hurt Address: 58 Cornertown Road Chambersburg, PA. 17201 Telephone: (717) 267-3904 ------------------------------------ William J. Duff Address: 4535 Limestone Dr. Manlius NY 13104 Facsimile: (315) 432-1312 (non-secure facsimile line) ------------------------------------ Thomas F. Tatarczuch Address: 711 Orchard Court Chambersburg, PA 17201 Telephone: (717) 267-3052 ------------------------------------ Donald S. Wierbinski Address: 2393 Sands Rd. Camillus NY 13031 Facsimile: (315) 432-1312 (non-secure facsimile line) SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT ------------------------------------ Craig Schuele Address: 18 Old Mill Road Kingston, MA 02364 Tel: (781) 582-2021 ------------------------------------ Gerald Ferris Address: ------------------------------------ Edward L. Novotny Address: ------------------------------------ Mark Stuebe Address: ------------------------------------ Timothy McGowan Address: SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT ------------------------------------ Larry McPherson Address: ------------------------------------ Lee Hess Address: ------------------------------------ Thomas Hunt Address: SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT FRANK BAUCHIERO MKC WORLDWIDE By: ------------------------------ Name: Title: Address: SIGNATURE PAGE TO FIRST 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