EX-10.43 Patent Security Agreement, dated as of April 5, 2007

EX-10.43 26 b65343s4exv10w43.txt EX-10.43 PATENT SECURITY AGREEMENT, DATED AS OF APRIL 5, 2007 EXHIBIT 10.43 PATENT SECURITY AGREEMENT This PATENT SECURITY AGREEMENT (this "Patent Security Agreement") is made this 5th day of April, 2007, among the Grantors listed on the signature pages hereof (collectively, jointly and severally, "Grantors" and each individually "Grantor"), and THE BANK OF NEW YORK TRUST COMPANY, N.A., in its capacity as Collateral Agent for itself, the Holders and the Trustee (together with its successors and assigns in such capacity, "Collateral Agent"). W I T N E S S E T H: WHEREAS, pursuant to that certain Indenture dated of November 30, 2004 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including all exhibits and schedules thereto, the "Indenture") among Altra Industrial Motion, Inc., a Delaware corporation ("Company"), each of the Guarantors named therein ("Guarantors"), The Bank of New York Trust Company, N.A., as Trustee (in such capacity, the "Trustee"), and Collateral Agent, Company has issued to the Holders its 9% Senior Secured Notes Due 2011, and may issue from time to time additional notes in connection with the provisions of the Indenture (as the same may be amended and restated, supplemented or otherwise modified from time to time, collectively, the "Notes"); WHEREAS, as a condition precedent to the initial purchase by the Holders of the Notes, Company and Guarantors (each in their respective capacity as a Grantor) executed and delivered to Collateral Agent, for the benefit of the Holders, Trustee and Collateral Agent, that certain Security Agreement dated as of November 30, 2004 (including all annexes, exhibits or schedules thereto, as from time to time amended and restated, supplemented or otherwise modified, the "Security Agreement"); WHEREAS, as a condition precedent to the purchase by the Holders of additional Notes in the aggregate principal amount of $105,000,000, the Grantors shall have executed and delivered to Collateral Agent, for the benefit of the Holders, Trustee and Collateral Agent, that certain Supplement No. 1 to Security Agreement dated as of the date hereof (including all annexes, exhibits or schedules thereto, the "Supplement"); and WHEREAS, pursuant to the Security Agreement, as modified by the Supplement, the Grantors are required to execute and deliver to Collateral Agent, for the benefit of the Trustee and the Holders, this Patent Security Agreement. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows: 1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement and/or the Indenture. 2. GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Each Grantor hereby grants to Collateral Agent, for the benefit of the Trustee, the Collateral Agent and the Holders, a continuing first priority security interest (subject to Permitted Liens) in all of such Grantor's right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the "Patent Collateral"): (a) all of its Patents and rights in and to Patent Intellectual Property Licenses to which it is a party including those referred to on Schedule I hereto; (b) all reissues, continuations, continuations-in-part, substitutes, extensions or renewals of, and improvements on, the foregoing; and (c) all products and proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future infringement of any Patent. 3. SECURITY AGREEMENT. The security interests granted pursuant to this Patent Security Agreement are granted in conjunction with the security interests granted to Collateral Agent, for the benefit of the Trustee, the Collateral Agent and the Holders, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of Collateral Agent with respect to the security interest in the Patent Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. 4. AUTHORIZATION TO SUPPLEMENT. Grantors hereby authorize Collateral Agent unilaterally to modify this Agreement by amending Schedule I to include any patentable inventions or applications therefor which become part of the Patent Collateral under the Security Agreement. Notwithstanding the foregoing, no failure to so modify this Patent Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Collateral Agent's continuing security interest in all Collateral, whether or not listed on Schedule I. 5. COUNTERPARTS. This Patent Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto. [SIGNATURE PAGES FOLLOW] 2 IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above. GRANTORS: TB WOOD'S INCORPORATED, a Pennsylvania corporation, as a Grantor By: /s/ William T. Fejes, Jr. ------------------------------- Name: William T. Fejes, Jr. Title: President, CEO and Director PLANT ENGINEERING CONSULTANTS, LLC, a Tennessee limited liability company, as a Grantor By: /s/ William T. Fejes, Jr. ------------------------------- Name: William T. Fejes, Jr. Title: President TB WOOD'S ENTERPRISES, INC., a Delaware corporation, as a Grantor By: /s/ Joseph C. Horvath ------------------------------- Name: Joseph C. Horvath Title: President and Treasurer TB WOOD'S CORPORATION, a Delaware corporation, as a Grantor By: /s/ William T. Fejes, Jr. ------------------------------- Name: William T. Fejes, Jr. Title: President, CEO and Director COLLATERAL AGENT: THE BANK OF NEW YORK TRUST COMPANY, N.A., as Collateral Agent By: /s/ Sandee Parks ---------------------------------- Name: Sandee Parks ---------------------------------- Title: Vice President ---------------------------------- SIGNATURE PAGE OF PATENT SECURITY AGREEMENT SCHEDULE I TO PATENT SECURITY AGREEMENT PATENTS AND PATENT APPLICATIONS
REGISTRATION REGISTRATION GRANTOR COUNTRY PATENT NO. DATE ------- ------- ------ --- ---- TB Wood's United States Housing for Motor D343,387 1/18/1994 Incorporated Control Equipment TB Wood's United States Combination of a 5,465,804 11/14/1995 Incorporated Power Steering Pump and Air Conditioning Compressor in an Automotive Vehicle TB Wood's United States Shaft Mountable 5,304,101 4/19/1994 Incorporated Bushing and Hub for Industrial Power Transmissions TB Wood's United States Precision Winding 6,311,920 11/6/2001 Incorporated Method and Apparatus TB Wood's United States Flexible Coupling 5,611,732 3/18/1997 Incorporated with End Stress Relief Structure