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AMENDMENT NO. 1 TO AGREEMENT AND
PLAN OF MERGER
This Amendment
No. 1 (this “ Amendment ”) to the Agreement
and Plan of Merger (the “ Agreement ”), dated
February 17, 2007, by and among Altra Holdings, Inc., a
Delaware corporation (“ Parent ”), Forest
Acquisition Corporation, a Delaware corporation (“
Purchaser ”), and TB Wood’s Corporation, a
Delaware corporation (the “ Company ”), is
entered into as of March 11, 2007, by and among the parties to
the Agreement. Capitalized terms used but not defined herein shall
have the meanings ascribed thereto in the Agreement.
WHEREAS ,
Parent, Purchaser and the Company desire to amend the Agreement in
accordance with the provisions of Section 8.11 thereof in the
manner set forth herein.
NOW
THEREFORE , in consideration of the premises contained herein,
and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto hereby
agree as follows:
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1.
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Amendment and Restatement of
Section 1.11 . Section 1.11 of the
Agreement is hereby amended and restated in its entirety to read as
follows:
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“1.11.
Option to Acquire Additional Shares . The Company hereby
grants to Purchaser an option (the “ Purchaser Option
”) to purchase up to that number of newly issued Shares (the
“ Purchaser Option Shares ”) equal to the number
of Shares that, when added to the number of Shares owned by Parent
and its Subsidiaries immediately following consummation of the
Offer, shall constitute one Share more than ninety percent (90%) of
the Shares then outstanding (after giving effect to the issuance of
the Purchaser Option Shares) for a cash purchase price per
Purchaser Option Share equal to the Offer Price; provided ,
that (i) the number of Purchaser Option Shares shall not
exceed that number which is equal to nineteen and nine-tenths
percent (19.9%) of the Shares outstanding on the date of this
Agreement and (ii) the Purchaser Option may not be exercised
unless, fol
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