Altra Industrial Motion Corp. (Form: 10-Q, Received: 05/09/2018 17:40:30)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-33209

ALTRA INDUSTRIAL MOTION CORP.

(Exact name of registrant as specified in its charter)

Delaware		61-1478870
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

300 Granite Street, Suite 201, Braintree, MA		02184
(Address of principal executive offices)		(Zip Code)

(781) 917-0600

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 9, 2018, 29,383,365 shares of Common Stock, $0.001 par value per share, were outstanding.

TABLE OF CONTENTS

		Page #
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	36

SIGNATURES		37

PART I - FINANCI AL INFORMATION

Item 1. Financial Statements (unaudited)

ALTRA INDUSTRIAL MOTION CORP.

Condensed Consolidated Balance Sheets

Amounts in thousands, except share amounts

	March 31, 2018			December 31, 2017

ASSETS
Current assets:
Cash and cash equivalents	$	46,396		$	51,994
Trade receivables, less allowance for doubtful accounts of $4,815 and $4,542 at March 31, 2018 and December 31, 2017, respectively		150,794			135,499
Inventories		148,684			145,611
Income tax receivable		4,872			6,634
Prepaid expenses and other current assets		17,745			17,344
Assets held for sale		1,119			1,081
Total current assets		369,610			358,163
Property, plant and equipment, net		194,293			191,918
Intangible assets, net		160,767			159,613
Goodwill		209,722			206,040
Deferred income taxes		1,669			2,608
Other non-current assets, net		2,466			2,315
Total assets	$	938,527		$	920,657
LIABILITIES, AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	62,363		$	68,014
Accrued payroll		26,244			32,091
Accruals and other current liabilities		43,131			32,921
Income tax payable		9,948			9,082
Current portion of long-term debt		1,430			384
Total current liabilities		143,116			142,492
Long-term debt - less current portion		278,282			275,587
Deferred income taxes		52,342			52,250
Pension liabilities		25,749			25,038
Long-term taxes payable		5,419			6,322
Other long-term liabilities		20,655			22,263
Commitments and Contingencies (Note 12)
Stockholders’ equity:
Common stock ($0.001 par value, 90,000,000 shares authorized, 29,103,205, and 29,058,117 issued and outstanding at March 31, 2018 and December 31, 2017, respectively)		29			29
Additional paid-in capital		223,149			223,336
Retained earnings		227,198			223,204
Accumulated other comprehensive loss		(37,412	)		(49,864	)
Total stockholders’ equity		412,964			396,705
Total liabilities, and stockholders’ equity	$	938,527		$	920,657

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

ALTRA INDUSTRIAL MOTION CORP.

Condensed Consolidated Statements of Operations

Amounts in thousands, except per share data

	Quarter Ended
	March 31, 2018			March 31, 2017
	(Unaudited)			(Unaudited)
Net sales	$	240,385		$	215,435
Cost of sales		166,159			149,268
Gross profit		74,226			66,167
Operating expenses:
Selling, general and administrative expenses		47,130			40,384
Research and development expenses		6,473			6,223
Restructuring costs		943			1,898
		54,546			48,505
Income from operations		19,680			17,662
Other non-operating income and expense:
Loss on settlement of pension plan		5,086
Interest expense, net		1,834			1,705
Other non-operating expense, net		(146	)		(530	)
Loss on extinguishment of convertible debt		—			1,797
		6,774			2,972
Income before income taxes		12,906			14,690
Provision for income taxes		3,905			4,364
Net income	$	9,001		$	10,326
Weighted average shares, basic		29,073			28,763
Weighted average shares, diluted		29,225			28,897
Net income per share:
Basic net income	$	0.31		$	0.36
Diluted net income	$	0.31		$	0.36
Cash dividend declared	$	0.17		$	0.15

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

ALTRA INDUSTRIAL MOTION CORP.

Condensed Consolidated Statements of Comprehensive Income

Amounts in thousands

	Quarter Ended
	March 31, 2018		March 31, 2017
	(Unaudited)		(Unaudited)
Net Income	$	9,001	$	10,326
Other Comprehensive income:
Foreign currency translation adjustment		7,730		3,912
Reclassification adjustment from loss on partial settlement of pension plan, net of tax		3,815
Change in defined benefit pension plans, net of tax		577		—
Change in fair value of derivative financial instruments		330		818
Other comprehensive income:		12,452		4,730
Comprehensive income	$	21,453	$	15,056

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

ALTRA INDUSTRIAL MOTION CORP.

Condensed Consolidated Statements of Cash Flows

Amounts in thousands

	Year to Date Ended
	March 31, 2018			March 31, 2017
	(Unaudited)			(Unaudited)
Cash flows from operating activities
Net income	$	9,001		$	10,326
Adjustments to reconcile net income to net operating cash flows:
Depreciation		6,923			6,461
Amortization of intangible assets		2,480			2,345
Amortization of deferred financing costs		150			149
Loss on foreign currency, net		(113	)		(144	)
Loss on settlement of pension plan		5,086			—
(Gain)/Loss on disposal / impairment of fixed assets		125			(58	)
Loss on extinguishment of debt		—			1,797
Stock based compensation		1,303			1,751
Amortization of inventory fair value adjustment		—			2,347
Changes in assets and liabilities:
Trade receivables		(12,906	)		(11,348	)
Inventories		(515	)		(1,365	)
Accounts payable and accrued liabilities		(5,919	)		(6,997	)
Other current assets and liabilities		47			(4,052	)
Other operating assets and liabilities		(1,998	)		1,810
Net cash provided by operating activities		3,664			3,022
Cash flows from investing activities
Purchase of property, plant and equipment		(6,975	)		(7,333	)
Net cash used in investing activities		(6,975	)		(7,333	)
Cash flows from financing activities
Payments on Revolving Credit Facility		(4,903	)		(13,459	)
Dividend payments		(4,977	)		(3,904	)
Borrowing under Revolving Credit Facility		8,000			5,000
Payments of equipment, working capital notes, mortgages, and other debts		(288	)		(267	)
Cash paid to redeem Convertible Notes		—			(954	)
Shares surrendered for tax withholding		(1,490	)		(163	)
Net cash used in financing activities		(3,658	)		(13,747	)
Effect of exchange rate changes on cash and cash equivalents		1,371			1,877
Net change in cash and cash equivalents		(5,598	)		(16,181	)
Cash and cash equivalents at beginning of year		51,994			69,118
Cash and cash equivalents at end of period	$	46,396		$	52,937
Cash paid during the period for:
Interest	$	1,755		$	1,797
Income taxes		2,642			2,937
Non-cash Financing and Investing
Conversion of Convertible Notes to common stock	$	—		$	51,851

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

ALTRA INDUSTRIAL MOTION CORP.

Consolidated Statements of Stockholders’ Equity

Amounts in thousands

(Unaudited)

	Common Stock		Shares		Additional Paid in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance at January 1, 2017	$	27	$	27,206	$	168,299		$	191,108		$	(76,086	)	$	283,348
Stock-based compensation and vesting of restricted stock		—		31		1,588			—			—			1,588
Net income		—		—		—			10,326			—			10,326
Conversion of convertible debt		2		1,748		51,849									51,851
Dividends declared		—		—		—			(4,396	)		—			(4,396	)
Change in fair value of interest rate swap, net of tax		—		—		—			—			818			818
Cumulative foreign currency translation adjustment		—		—		—			—			3,912			3,912
Balance at March 31, 2017	$	29	$	28,985	$	221,736		$	197,038		$	(71,356	)	$	347,447

Balance at January 1, 2018	$	29	$	29,058	$	223,336		$	223,204		$	(49,864	)	$	396,705
Stock-based compensation and vesting of restricted stock		—		45		(187	)		—			—			(187	)
Net income		—		—		—			9,001			—			9,001
Dividends declared, $0.17 per share		—		—		—			(5,007	)		—			(5,007	)
Change in fair value of interest rate swap, net of tax		—		—		—			—			330			330
Minimum Pension adjustment, net of tax		—		—		—			—			4,392			4,392
Cumulative foreign currency translation adjustment		—		—		—			—			7,730			7,730
Balance at March 31, 2018	$	29	$	29,103	$	223,149		$	227,198		$	(37,412	)	$	412,964

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in thousands, unless otherwise noted

1. Organization and Nature of Operations

Headquartered in Braintree, Massachusetts, Altra Industrial Motion Corp. (the “Company”, “we”, or “our”) is a leading multi-national designer, producer and marketer of a wide range of electro-mechanical power transmission products. The Company brings together strong brands covering over 42 product lines with production facilities in twelve countries. Altra’s leading brands include Ameridrives Couplings, Bauer Gear Motor, Bibby Turboflex, Boston Gear, Delroyd Worm Gear, Formsprag Clutch, Guardian Couplings, Huco, Industrial Clutch, Inertia Dynamics, Kilian Manufacturing, Lamiflex Couplings, Marland Clutch, Matrix, Nuttall Gear, Stieber Clutch, Stromag, Svendborg Brakes, TB Wood’s, Twiflex, Warner Electric, Warner Linear, and Wichita Clutch.

2. Basis of Presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position for the interim periods presented, and cash flows for the interim periods presented. The results are not necessarily indicative of future results. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.

3. Recent Accounting Standards

On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of generally accepted accounting principles in the United States, or GAAP, in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the U.S. Tax Act. The ultimate impact of the U.S. Tax Act may differ from this estimate, possibly materially, due to changes in interpretations and assumptions, and guidance that may be issued and actions we may take in response to the U.S. Tax Act. The U.S. Tax Act is highly complex and we will continue to assess the impact that various provisions will have on our business. Any subsequent adjustment to these amounts will be recorded to current tax expense in the period when the analysis is complete.

As of March 31, 2018, the Company has not completed the accounting for the tax effects of enactment of this legislation; however, the Company has made a reasonable estimate of the effects on its existing deferred tax balances, the one-time transition tax and provisional state taxes on future repatriations. For the items for which the Company was able to determine a reasonable estimate, the Company recognized a provisional amount of $7.4 million under SAB 118 as a component of income tax expense in the year ended December 31, 2017.

In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”), which allows companies to reclassify stranded income tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings in their consolidated financial statements. This guidance is effective for years beginning after December 31, 2018 (fiscal 2020 for Company), including interim periods within those fiscal years. We are currently evaluating the impact of this new standard on our consolidated financial statements.

In August 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). This ASU provides new guidance about income statement classification and eliminates the requirement to separately measure and report hedge ineffectiveness. The entire change in fair value for qualifying hedge instruments included in the effectiveness will be recorded in other comprehensive income (OCI) and amounts deferred in OCI will be reclassified to earnings in the same income statement line item in which the earnings effect of the hedged item is reported. The guidance will be effective for interim and annual periods for the Company on January 1, 2019, with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in thousands, unless otherwise noted

In February 2016, the FASB issued A SU 2016-02, Leases (Topic 842) (“ASU 2016-02”). The ASU requires management to recognize lease assets and lease liabilities by lessees for all operating leases. The ASU is effective for periods beginning after December 15, 2018 and interim periods therein on a modified retrospective basis. We are currently evaluating the impact this guidance will have on our consolidated financial statements and expect to recognize a significant lease obligation upon adoption.

Recently Adopted Accounting Standards

On January 1, 2018 The Company adopted ASU 2014-09 Revenue from Contracts with Customers (“Topic 606”) (“ASU 2014-09”) and all the related amendments using the modified retrospective approach. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods, which has been discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

The Company recognizes revenue under the core principle of depicting the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied.

Our sales revenue for product sales is recognized based on a point in time model, at the point control transfers to our customers, which is generally when products are shipped from our manufacturing facilities or when delivered to the customer’s named location. When the Company performs shipping and handling activities after the transfer of control to the Customer (e.g., when control transfers prior to delivery), they are considered as fulfillment activities and, accordingly, the costs are accrued for when the related revenue is recognized. Taxes collected from Customers relating to product sales and remitted to governmental authorities are excluded from revenues. See Note 4 Revenue Recognition for further disclosures and detail regarding revenue.

The adoption of Topic 606 was not material to the Company and, as such, there was no cumulative effect upon the January 1, 2018 adoption date. As the impact of the new revenue standard is not material to the Company, there is no impact disclosure presented as of and for the quarter ended March 31, 2018.

In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (“Topic 715”): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU 2017-07”). This ASU changes the income statement presentation of defined benefit and post-retirement benefit plan expense by requiring separation between operating expense (service cost component of net periodic benefit expense) and non-operating expense (all other components of net periodic benefit expense, including but not limited to interest cost, amortization of prior service cost, curtailments and settlements, etc.). The guidance became effective for interim and annual periods for the Company on January 1, 2018. The operating expense component is reported with similar compensation costs while the non-operating components are reported outside of operating income. The Company adopted the amendments in the first quarter of 2018 using a retrospective transition method. The impact of the adoption was immaterial for the three months ended March 31, 2017. The financial statements for the three months ended March 31, 2018 include the impact of the adoption.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows - Restricted Cash (“ASU 2016-18”) . The amendments in ASU 2016-18 require that the statement of cash flows explain the change in total cash, cash equivalents and restricted cash. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of this ASU did not have a material impact on our unaudited condensed consolidated financial statements.

4. Revenue Recognition

The following disclosure represents the Company’s effort to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers in accordance with Topic 606. The Company operates through three business segments that are aligned with key product types and end markets served:

•

Couplings, Clutches & Brakes. Couplings are the interface between two shafts, which enable power to be transmitted from one shaft to the other. Clutches in this segment are devices which use mechanical, hydraulic, pneumatic, or friction type connections to facilitate engaging or disengaging two rotating members. Brakes are combinations of interacting parts

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in thousands, unless otherwise noted

that work to slow or stop machinery. Products in this segment are generally used in hea vy industrial applications and energy markets.

•

Electromagnetic Clutches & Brakes. Products in this segment include brakes and clutches that are used to electronically slow, stop, engage or disengage equipment utilizing electromagnetic friction type connections. Products in this segment are used in industrial and commercial markets including agricultural machinery, material handling, motion control, and turf & garden.

•

Gearing. Gears are utilized to reduce the speed and increase the torque of an electric motor or engine to the level required to drive a particular piece of equipment. Gears produced by the Company are primarily utilized in industrial applications.

We distribute our products through three primary distribution channels: Industrial distributors, original equipment manufacturers (OEMs), and direct to end users. Each of these segments sells similar products, which are balanced across end-user industries including, without limitation, energy, food processing, general industrial, material handling, mining, transportation, and turf and garden.

The following table disaggregates our revenue for each reportable segment. The Company believes that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors:

	Quarter Ended March 31,
	2018			2017
Net Sales:
Couplings, Clutches & Brakes	$	120,173		$	106,232
Electromagnetic Clutches & Brakes		69,107			63,878
Gearing		53,885			47,028
Inter-segment eliminations		(2,780	)		(1,703	)
Net sales	$	240,385		$	215,435

The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. The Company’s contracts with customers are generally for product only, and do not include other performance obligations such as professional services, extended warranties, or other material rights. In situations where sales are to a distributor, the Company has concluded that its contracts are with the distributor as the Company holds a contract bearing enforceable rights and obligations only with the distributor. As part of its consideration of the contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). For each contract, the Company considers the promises to transfer products, each of which is distinct, to be the identified performance obligations. In determining the transaction price the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment from the Company’s manufacturing site or delivery to the customer’s named location. In determining whether control has transferred, the Company considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer. In certain circumstances, the Company manufactures customized product without alternative use for its customers, which would generally result in the transfer of control over time. The Company has evaluated the amount of revenue subject to recognition over time and concluded that it is immaterial.

At times, the Company receives orders for products to be delivered over multiple dates that may extend across reporting periods. The Company invoices for each delivery upon shipment and recognizes revenues for each distinct product delivered, assuming transfer of control has occurred. As scheduled delivery dates are within one year, under the optional exemption provided by ASC 606-10-50-14 revenues allocated to future shipments of partially completed contracts are not disclosed.

The Company generally provides an assurance warranty that its products will substantially conform to the published specifications for twelve months from the date of shipment. The Company’s liability typically is limited to either a credit equal to the purchase price or replacement of the defective part. Returns under warranty have historically been immaterial. The Company does not consider activities related to such warranty, if any, to be a separate performance obligation. For certain of its products, the Company

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in thousands, unless otherwise noted

will separately sell extended warranty and service policies to its customers. These policies typically are for periods ran ging from one to three years. Payments received are deferred and recognized over the policy period. For all periods presented, the revenue recognized and the revenue deferred under these policies is not material to the unaudited condensed consolidated fina ncial statements.

The payment terms and conditions in our customer contracts vary. In some cases, customers will partially prepay for their goods; in other cases, after appropriate credit evaluations, payment will be due in arrears. In addition, there are constraints which cause variability in the ultimate consideration to be recognized. These constraints typically include early payment discounts, volume rebates, rights of return, surcharges, and other customer consolidation. When the timing of the Company’s recognition of revenue is different from the timing of payments made by the customer, the Company recognizes either a contract asset (performance precedes contractual due date) or a contract liability (customer payment precedes performance or is in excess of estimates of what the Company expects to be entitled). Contracts with payment in arrears are recognized as receivables. The opening and closing balances of the Company’s contract asset, contract liability, and receivables are as follows:

	Deferred Revenue (Current)		Accounts Receivable
Beginning - January 1, 2018	$	2,189	$	135,499
Closing - March 31, 2018		7,034		150,794
Increase/(Decrease)	$	4,845	$	15,295

The amounts of revenue recognized in the period that were included in deferred revenue was $7.0. This revenue consists primarily of revenue recognized for shipments of product which were prepaid.

The Company has concluded that none of the costs it has incurred to obtain and fulfill its contracts meet the capitalization criteria, and as such, there are no costs deferred and recognized as assets on the unaudited condensed consolidated balance sheet.

5. Fair Value of Financial Instruments

Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:

•

Level 1- Quoted prices in active markets for identical assets or liabilities.

•

Level 2- Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived,

•

Level 3- Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents.

The carrying values of financial instruments, including accounts receivable, cash equivalents, accounts payable, and other accrued liabilities approximate fair value. Debt under the Company’s 2015 Credit Agreement approximates the fair value due to the variable rate and the fact that the agreement was renegotiated in December 2016 and there have been no significant changes in our credit rating or pricing of similar debt.

The Company determines the fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available for various types of financial instruments (such as forwards, options and swaps), the Company uses standard models with market-based inputs, which take into account the present value of estimated future cash flows and the ability of the Company or the financial counterparty to perform. For interest rate and cross currency swaps, the significant inputs to these models are interest rate curves for discounting future cash flows and are adjusted for credit risk. For forward foreign currency contracts, the significant inputs are interest rate curves for discounting future cash flows, and exchange rate curves of the foreign currency for translating future cash flows. See additional discussion of the Company’s use of financial instruments including a cross-currency swap included in Note 16.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in thousands, unless otherwise noted

6. Changes in Accumulated Other Comprehensive Loss by Component

The following is a reconciliation of changes in accumulated other comprehensive loss by component for the periods presented:

	Gains and Losses on Cash Flow Hedges			Defined Benefit Pension Plans			Cumulative Foreign Currency Translation Adjustment			Total
Accumulated Other Comprehensive Loss by Component, January 1, 2018	$	(452	)	$	(3,678	)	$	(45,734	)	$	(49,864	)
Net current-period Other Comprehensive Income (Loss)		330			577			7,730			8,637
Reclassification adjustment from loss on partial settlement of pension plan, net of tax		—			3,815			—			3,815
Accumulated Other Comprehensive Loss by Component, March 31, 2018	$	(122	)	$	714		$	(38,004	)	$	(37,412	)

	Gains and Losses on Cash Flow Hedges			Defined Benefit Pension Plans			Cumulative Foreign Currency Translation Adjustment			Total
Accumulated Other Comprehensive Loss by Component, January 1, 2017	$	(646	)	$	(5,668	)	$	(69,772	)	$	(76,086	)
Net current-period Other Comprehensive Income (Loss)		818			(234	)		4,146			4,730
Accumulated Other Comprehensive Loss by Component, March 31, 2017	$	172		$	(5,902	)	$	(65,626	)	$	(71,356	)

7. Acquisitions

On December 30, 2016, we acquired the shares and certain assets and liabilities of the Stromag business from GKN plc., and as a result, the Company’s unaudited condensed consolidated financial statements reflect Stromag’s results of operations from the beginning of business on December 30, 2016 forward. Stromag is a leading global manufacturer of highly engineered clutches and brakes, couplings, and limit switches for use in a variety of end markets including renewable energy, crane & hoist, and marine. We refer to this transaction as the Stromag Acquisition.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in thousands, unless otherwise noted

As of December 31, 2017, the allocation of the Company’s acquisition acco unting is complete and the calculation of fair value, of all the acquired identifiable assets and liabilities, for the Stromag Acquisition is final. The measurement period adjustments which reflected new information obtained about facts and circumstances that existed as of the acquisition date were not material. The final purchase price allocation was finalized as of December 31, 2017, see the table below:

	Final Purchase Price Allocation
Total purchase price, excluding acquisition costs of approximately $2.9 million	$	191,852
Cash and cash equivalents		8,758
Trade receivables		24,087
Inventories		22,039
Property, plant and equipment		40,343
Intangible assets		74,795
Prepaid expenses and other current assets		778
Total assets acquired	$	170,800
Accounts payable		(15,370	)
Accrued payroll		(7,171	)
Accrued expenses and other current liabilities		(4,496	)
Income tax payable		(2,525	)
Deferred tax liability		(27,783	)
Other long-term liabilities		(1,255	)
Pension liability		(15,283	)
Total liabilities assumed	$	(73,883	)
Net assets acquired		96,917
Excess purchase price over fair value of net assets acquired	$	94,935

The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill. This goodwill is generally not deductible for income tax purposes with the exception of approximately $12.8 million which relates to certain assets acquired in the United States.

Intangible assets acquired consist of:
Customer relationships	$	56,019
Trade names and trademarks		18,776
Total intangible assets	$	74,795

Customer relationships are subject to amortization and will be amortized on a straight-line basis over their estimated useful lives of 15 years, which represents the anticipated period over which the Company estimates it will benefit from the acquired assets.

8. Net Income per Share

Basic earnings per share is based on the weighted average number of shares of common stock outstanding, and diluted earnings per share is based on the weighted average number of shares of common stock outstanding and all potentially dilutive common stock equivalents outstanding. Common stock equivalents are included in the per share calculations when the effect of their inclusion is dilutive.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in thousands, unless otherwise noted

The following is a reconciliation of basic to diluted net income per share:

	Quarter Ended
	March 31, 2018		March 31, 2017
Net income	$	9,001	$	10,326
Shares used in net income per common share - basic		29,073		28,763
Incremental shares of unvested restricted common stock		152		134
Shares used in net income per common share - diluted		29,225		28,897
Earnings per share:
Basic net income	$	0.31	$	0.36
Diluted net income	$	0.31	$	0.36

9. Inventories

Inventories at March 31, 2018 and December 31, 2017 consisted of the following:

	March 31, 2018		December 31, 2017
Raw materials	$	53,548	$	49,351
Work in process		23,860		22,914
Finished goods		71,276		73,346
	$	148,684	$	145,611

10. Goodwill and Intangible Assets

Changes in goodwill from January 1, 2018 through March 31, 2018 were as follows:

	Couplings, Clutches & Brakes		Electromagnetic Clutches & Brakes		Gearing		Total
Net goodwill balance January 1, 2018	$	119,963	$	37,905	$	48,172	$	206,040
Impact of changes in foreign currency and other		3,397		152		133		3,682
Net goodwill balance March 31, 2018	$	123,360	$	38,057	$	48,305	$	209,722

Other intangible assets as of March 31, 2018 and December 31, 2017 consisted of the following:

	March 31, 2018						December 31, 2017
	Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Other intangible assets
Intangible assets not subject to amortization:
Tradenames and trademarks	$	56,035	$	—	$	56,035	$	54,883	$	—	$	54,883
Intangible assets subject to amortization:
Customer relationships		180,399		76,348		104,051		177,207		72,970		104,237
Product technology and patents		6,085		5,404		681		5,853		5,360		493
Total intangible assets	$	242,519	$	81,752	$	160,767	$	237,943	$	78,330	$	159,613

The Company recorded $2.5 million and $2.3 million of amortization expense in the quarters ended March 31, 2018 and 2017 respectively.

The estimated amortization expense for intangible assets is approximately $7.1 million for the remainder of 2018, $9.6 million in each of the next four years and then $59.2 million thereafter.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in thousands, unless otherwise noted

11 . Warranty Costs

The contractual warranty period of the Company's products generally ranges from three months to two years with certain warranties extending for longer periods. Estimated expenses related to product warranties are accrued at the time products are sold to customers and are recorded in accruals and other current liabilities on the unaudited condensed consolidated balance sheet. Estimates are established using historical information as to the nature, frequency and average costs of warranty claims. Changes in the carrying amount of accrued product warranty costs for each of the quarters ended March 31, 2018 and March 31, 2017 are as follows:

	March 31, 2018			March 31, 2017
Balance at beginning of period	$	7,479		$	9,158
Accrued current period warranty expense		514			122
Payments and adjustments		(429	)		(110	)
Balance at end of period	$	7,564		$	9,170

12. Debt

Outstanding debt obligations at March 31, 2018 and December 31, 2017 were as follows.

	March 31, 2018			December 31, 2017
Debt:
Revolving Credit Facility	$	266,581		$	262,915
Mortgages		12,946			12,833
Capital leases		185			223
Total debt		279,712			275,971
Less current portion of long-term debt		(1,430	)		(384	)
Total long-term debt, net of unaccreted discount	$	278,282		$	275,587

Second Amended and Restated Credit Agreement

On October 22, 2015, the Company entered into a Second Amended and Restated Credit Agreement, which may be amended from time to time (the “2015 Credit Agreement”). Under the 2015 Credit Agreement, the amount of the Company’s prior revolving credit facility was increased to $350 million (the “2015 Revolving Credit Facility”). The amounts available under the 2015 Revolving Credit Facility can be used for general corporate purposes, including acquisitions, and to repay existing indebtedness. The stated maturity of the 2015 Revolving Credit Facility is October 22, 2020.

The amounts available under the 2015 Revolving Credit Facility may be drawn upon in accordance with the terms of the 2015 Credit Agreement. All amounts outstanding under the 2015 Revolving Credit Facility are due on the stated maturity or such earlier time, if any, required under the 2015 Credit Agreement. The amounts owed under the 2015 Revolving Credit Facility may be prepaid at any time, subject to usual notification and breakage payment provisions. Interest on the amounts outstanding under the 2015 Revolving Credit Facility is calculated using either an ABR Rate or Eurodollar Rate, plus the applicable margin. The applicable margins for Eurodollar Loans are between 1.25% to 2.00%, and for ABR Loans are between 0.25% and 1.00%. The amounts of the margins are calculated based on either a consolidated total net leverage ratio (as defined in the 2015 Credit Agreement), or the then applicable rating(s) of the Company’s debt and then to the extent as provided in the 2015 Credit Agreement. The rate at December 31, 2015 was 1.5%. A portion of the 2015 Revolving Credit Facility may also be used for the issuance of letters of credit, and a portion of the amount of the 2015 Revolving Credit Facility is available for borrowings in certain agreed upon foreign currencies. The 2015 Credit Agreement contains various affirmative and negative covenants and restrictions, which among other things, will require the Borrowers (as defined in the 2015 Credit Agreement) to provide certain financial reports to the Lenders (as defined in the 2015 Credit Agreement), require the Company to maintain certain financial covenants relating to consolidated leverage and interest coverage, limit maximum annual capital expenditures, and limit the ability of the Company and its subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other equity distributions, purchase or redeem capital stock or debt, make certain investments, sell assets, engage in certain transactions, and effect a consolidation or merger. The 2015 Credit Agreement also contains customary events of default.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in thousands, unless otherwise noted

On October 21, 2016, the Company entered into an agreement to amend the 2015 Credit Agreement. This amendment, which became effective upon closing of the purchase of Stromag on December 30, 2016, inc reased the 2015 Revolving Credit Facility by $75 million to $425 million. The Company used additional borrowings under the increased facility to finance its purchase of Stromag. In addition, the amendment increased the multicurrency sublimit to $250 millio n and adjusted certain financial covenants. The pricing terms and maturity date under the 2015 Credit Agreement remain unchanged. The Company paid $ 0.6 million in fees in connection with the October 2016 amendment, which is recorded in other non-current as sets.

As of March 31, 2018, we had $266.6 million outstanding on our 2015 Revolving Credit Facility including $250 million outstanding on our USD tranche at an interest rate of 3.38% and €13.5 million or $16.6 million outstanding on our Euro tranche at an interest rate of 1.88%. As of March 31, 2018 and December 31, 2017, we had $4.3 million and $3.5 million in letters of credit outstanding, respectively. We had $154.2 million available to borrow under the 2015 Revolving Credit Facility at March 31, 2018 and have the ability to increase the facility by an additional $150 million under certain circumstances.

Commitment Letter

On March 7, 2018, the Company and Fortive Corporation, a Delaware corporation (“Fortive”), agreed to enter into a transaction (the “Fortive Transaction”) pursuant to which, subject to the terms and conditions of certain definitive agreements, (1) Fortive will transfer certain assets and liabilities constituting a portion of its Automation & Specialty Platform (the “A&S Business”) to a newly created wholly-owned subsidiary of Fortive (“Newco”) and will cause any applicable subsidiaries of Fortive to convey to Fortive or its designated subsidiary (other than Newco or any of Newco’s subsidiaries) certain excluded assets and liabilities (the “Separation”); (2) Fortive will contribute all equity interests in each such subsidiary of Fortive holding assets and liabilities of the A&S Business to Newco in exchange for (i) a number of shares of common stock, par value $0.01 per share of Newco (the “Newco Common Stock”), (ii) securities representing indebtedness of Newco in an aggregate principal amount determined pursuant to such definitive agreements (the “Newco Securities”) and (iii) a cash dividend in an aggregate amount determined pursuant to such definitive agreements (the “Cash Dividend”); (3) Fortive will distribute to its stockholders all of the issued and outstanding shares of Newco Common Stock held by Fortive, at Fortive’s option, by way of an exchange offer (the “Exchange Offer”) or a pro rata dividend, or a combination thereof (the “Distribution”) and (4) a wholly-owned subsidiary of the Company (“Merger Sub”) will merge with and into Newco (the “Merger”), with Newco surviving as a wholly-owned subsidiary of the Company and with the issued and outstanding shares of Newco Common Stock converted in the Merger into shares of common stock of the Company. In addition, as part of the Fortive Transaction, Fortive will transfer (the “Direct Sales”) certain non-U.S. assets, liabilities and entities of the A&S Business to certain subsidiaries of the Company, and the Company’s subsidiaries will assume substantially all of the liabilities associated with the transferred assets.

In connection with the Fortive Transaction, the Company entered into a commitment letter (the “Commitment Letter”), under which Goldman Sachs Bank USA committed to provide to the Company up to $1,340 million in aggregate principal amount of senior secured term loans (the “GS Term Loans”) and a $300 million senior secured revolving credit facility (the “GS Revolving Loans” and, together with the GS Term Loans, the “GS Loans”), subject to the terms and conditions of the Commitment Letter. The proceeds of the GS Term Loans will be used, together with cash on hand of the Company or its subsidiaries (if necessary), to, among other things, (i) consummate the Direct Sales, (ii) repay in full and extinguish all outstanding indebtedness for borrowed money under the 2015 Credit Agreement and (iii) pay certain fees, costs and expenses in connection with the consummation of the Fortive Transaction.

The commitments under the Commitment Letter are subject to customary closing conditions. All obligations of the Company with respect to the GS Loans will be guaranteed by each direct or indirect wholly-owned domestic subsidiary of the Company, and following the effective time of the Merger, by Newco and its direct or indirect wholly-owned domestic subsidiaries, subject to customary exceptions.

Convertible Senior Notes

In March 2011, the Company issued Convertible Senior Notes (the “Convertible Notes”) due March 1, 2031. The Convertible Notes were guaranteed by the Company’s U.S. domestic subsidiaries. Interest on the Convertible Notes was payable semi-annually in arrears, on March 1 and September 1 of each year, commencing on September 1, 2011 at an annual rate of 2.75%. Proceeds from the offering were $81.3 million, net of fees and expenses that were capitalized.

On December 12, 2016 the Company gave notice to the holders of the Convertible Notes of its intention to redeem all of the Convertible Notes outstanding on January 12, 2017 (the “Redemption Date”), pursuant to the optional redemption provisions in the Indenture. The redemption price for the Convertible Notes was 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date plus a Make-Whole Premium equal to the present values of the remaining

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in thousands, unless otherwise noted

scheduled payments of interest on any Convertible Notes through March 1, 2018 (excluding interest accrued to, but excluding, the Redemption Date). In lieu of receiving the redemp tion price, holders of the Notes could surrender their Convertible Notes for conversion at any time before January 9, 2017. The conversion rate of the Convertible Notes was 39.0809 shares of the Company’s common stock, for each $1,000 of outstanding princi pal of the Convertible Notes. As of December 31, 2016, Convertible Notes with an outstanding principal of approximately $39.3 million were converted resulting in the issuance of 1.5 million shares of the Company’s common stock. As a result of the conversio n, the Company incurred a loss on extinguishment of debt of approximately $1.9 million and the carrying value of the Convertible Notes was $42.9 million as of December 31, 2016. In January 2017, additional Convertible Notes with an outstanding principal of approximately $44.7 million were converted resulting in the issuance of 1.7 million shares of the Company’s common stock, and $0.9 million of Convertible Notes were redeemed for cash. The Company incurred an additional loss on extinguishment of debt of ap proximately $1.8 million during the quarter ended March 31, 2017. All Convertible Notes were converted or redeemed as of January 12, 2017.

Mortgages

Heidelberg Germany

During 2015, a foreign subsidiary of the Company entered into a mortgage with a bank for €1.5 million, or $1.7 million, secured by its facility in Heidelberg, Germany to replace its previously existing mortgage. The mortgage has an interest rate of 1.79%, which is payable in monthly installments through August 2023. The mortgage had a remaining principal balance of €1.1 million, or $1.4 million, at March 31, 2018.

Esslingen Germany

During 2015, a foreign subsidiary of the Company entered into a mortgage with a bank for €6.0 million, or $6.7 million, secured by its facility in Esslingen, Germany. The mortgage has an interest rate of 2.5% per year, which is payable in annual interest payments of €0.1 million, or $0.1 million, to be paid in monthly installments. The mortgage had a remaining principal balance of €6.0 million, or $7.4 million, at March 31, 2018. The principal portion of the mortgage will be due in a lump-sum payment in May 2019.

Zlate Moravce Slovakia

During the quarter ended March 31, 2016, a foreign subsidiary of the Company entered into a loan with a bank to equip its facility in Zlate Moravce, Slovakia. As of March 31, 2018, the total principal outstanding was €1.8 million, or $2.2 million, and is guaranteed by land security at its parent company facility in Esslingen, Germany. The loan is due in installments from 2016 through 2020, with an interest rate of 1.95%.

Angers France

During 2015, a foreign subsidiary of the Company entered into a mortgage with a bank for €2.1 million, or $2.3 million, secured by its facility in in Angers, France. The mortgage has an interest rate of 1.85% per year which is payable in monthly installments until May 2025. The mortgage had a balance of €1.6 million, or $2.0 million, at March 31, 2018.

Capital Leases

The Company leases certain equipment under capital lease arrangements, whose obligations are included in both short-term and long-term debt. Capital lease obligations amounted to approximately $0.3 million at March 31, 2018 and approximately $0.2 million at December 31, 2017. Assets subject to capital leases are included in property, plant and equipment with the related amortization recorded as depreciation expense.

Overdraft Agreements

Certain of our foreign subsidiaries maintain overdraft agreements with financial institutions. There were no borrowings as of March 31, 2018 or December 31, 2017 under any of the overdraft agreements.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in thousands, unless otherwise noted

13. Stockholders’ Equity

Stock-Based Compensation

The Company’s 2004 Equity Incentive Plan (the “2004 Plan”) permitted the grant of various forms of stock based compensation to our officers and senior level employees. The 2004 Plan expired in 2014 and, upon expiration, there were 750,576 shares subject to outstanding awards under the 2004 Plan. The 2014 Omnibus Incentive Plan (the “2014 Plan”) was approved by the Company’s shareholders at its 2014 annual meeting. The 2014 Plan provides for various forms of stock based compensation to our directors, executive personnel and other key employees and consultants. Under the 2014 Plan, the total number of shares of common stock available for delivery pursuant to the grant of awards (“Awards”) was originally 750,000. At the Company’s 2017 Annual Meeting, its shareholders approved amendments to the 2014 Plan which, among other things, made an additional 750,000 shares of common stock available for grant under the 2014 Plan. Shares of our common stock subject to Awards awarded under the 2004 Plan and outstanding as of the effective date of the 2014 Plan (except for substitute awards) that terminate without being exercised, expire, are forfeited or canceled, are exchanged for Awards that did not involve shares of common stock, are not issued on the stock settlement of a stock appreciation right, are withheld by the Company or tendered by a participant (either actually or by attestation) to pay an option exercise price or to pay the withholding tax on any Award, or are settled in cash in lieu of shares will again be available for Awards under the 2014 Plan.

The restricted shares issued pursuant to the 2014 Plan generally vest ratably over a period ranging from immediately to five years from the date of grant, provided, that the vesting of the restricted shares may accelerate upon the occurrence of certain events. Common stock awarded under the 2014 Plan is generally subject to restrictions on transfer, repurchase rights, and other limitations and rights as set forth in the applicable award agreements. The fair value of the shares repurchased are measured based on the share price on the date of grant.

The 2014 Plan permits the Company to grant, among other things, restricted stock, restricted stock units, and performance share awards to key employees and other persons who make significant contributions to the success of the Company. The restrictions and vesting schedule for restricted stock granted under the 2014 Plan are determined by the Personnel and Compensation Committee of the Board of Directors.

Stock-based compensation expense recorded during the quarters ended March 31, 2018 and 2017, was $1.3 million and $1.8 million, respectively. The Company recognizes stock-based compensation expense on a straight-line basis for the shares vesting ratably under the plan and uses the graded-vesting method of recognizing stock-based compensation expense for the performance share awards based on the probability of the specific performance metrics being achieved over the requisite service period.

The following table sets forth the activity of the Company’s restricted stock and performance share grants in the quarter ended March 31, 2018:

	Shares			Weighted-average grant date fair value
Shares unvested January 1, 2018		221,313		$	31.42
Shares granted		140,852			45.70
Shares for which restrictions lapsed		(77,559	)		45.96
Shares unvested March 31, 2018		284,606		$	31.92

Total remaining unrecognized compensation cost was $6.4 million as of March 31, 2018, which will be recognized over a weighted average remaining period of 3 years. The fair market value of the shares for which the restrictions have lapsed during the quarter ended March 31, 2018 was approximately $3.6 million. Restricted shares granted are valued based on the fair market value of the stock on the date of grant.

Share Repurchase Program

On October 19, 2016, our board of directors approved a share repurchase program authorizing the buyback of up to $30.0 million of the Company's common stock through December 31, 2019. This plan replaced the previous program which was terminated. The Company expects to purchase shares on the open market, through block trades, in privately negotiated transactions, in compliance with SEC Rule 10b-18 (including through Rule 10b5-1 plans), or in any other appropriate manner. The timing of the shares repurchased will be at the discretion of management and will depend on a number of factors, including price, market conditions and

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in thousands, unless otherwise noted

regulatory requirements. Shares acquired through the repurchase program will be retired. The Company retains the right to limit, terminate or extend the share repurchase program at any time without prior notice. The Company expects to fund any further repurchases of its common stock through a combination of cash on hand and cash generated by operations. During the q uarter ended March 31, 2018, the Company did not repurchase any of its common stock under the share repurchase program.

Dividends

The Company declared a dividend of $0.17 per share of common stock related to the quarter ended March 31, 2018 which was accrued in the balance sheet at March 31, 2018.

Future declarations of quarterly cash dividends are subject to approval by the Board of Directors and to the Board’s continuing determination that the declaration of dividends are in the best interest of the Company’s stockholders and are in compliance with all laws and agreements of the Company applicable to the declaration and payment of cash dividends.

14. Restructuring, Asset Impairment, and Transition Expenses

From time to time, the Company has initiated various restructuring programs and incurred severance and other restructuring costs.

During 2015, the Company commenced a restructuring plan (“2015 Altra Plan”) as a result of weak demand in Europe and to make certain adjustments to improve business effectiveness, reduce the number of facilities and streamline the Company's cost structure. The actions taken pursuant to the 2015 Altra Plan included reducing headcount, facility consolidations and related asset impairments, and limiting discretionary spending to improve profitability.

The following table details restructuring charges incurred by segment for the periods presented under the 2015 Altra Plan.

	Quarter Ended
	March 31, 2018		March 31, 2017
Couplings, Clutches & Brakes	$	—	$	1,361
Electromagnetic Clutches & Brakes		—		—
Gearing		—		296
Corporate (1)		—		241
Total	$	—	$	1,898

(1)

Certain expenses are maintained at the corporate level and not allocated to the segments. These include various administrative expenses related to corporate headquarters, depreciation on capitalized software costs, non-capitalizable software implementation costs and acquisition related expenses and non-cash partial pension settlements.

There were no costs incurred under the 2015 Altra Plan for the quarter ended March 31, 2018.

During the quarter ended September 30, 2017, the Company commenced a new restructuring plan (“2017 Altra Plan”) as a result of the Stromag acquisition and to rationalize its global renewable energy business. The actions taken pursuant to the 2017 Altra Plan included reducing headcount, facility consolidations and the elimination of certain costs.

The following table details restructuring charges incurred by segment for the periods presented under the 2017 Altra Plan.

	Quarter Ended
	March 31, 2018		March 31, 2017
Couplings, Clutches & Brakes	$	943	$	—
Electromagnetic Clutches & Brakes		—		—
Gearing		—		—
Corporate (1)		—		—
Total	$	943	$	—

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in thousands, unless otherwise noted

(1)

The amounts for the quarter ended March 31, 2018 were comprised primarily of severance costs, and are classified in the accompanying unaudited condensed consolidated statement of income as restructuring costs.

The following is a reconciliation of the accrued restructuring costs between January 1, 2018 and March 31, 2018.

	2015 Plan			2017 Plan			Total All Plans
Balance at January 1, 2018	$	800		$	208		$	1,008
Restructuring expense incurred		—			943			943
Cash payments		(136	)		(453	)		(589	)
Balance at March 31, 2018	$	664		$	698		$	1,362

The total accrued restructuring reserve as of March 31, 2018 relates to severance costs to be paid to former employees which are expected to be paid during 2018 and are recorded in accruals and other current liabilities on the accompanying unaudited condensed consolidated balance sheet. The Company does not expect to incur any additional material restructuring expenses related to the 2015 Altra Plan. The company expects to incur approximately $1.0 to $3.0 million in expense under the 2017 Altra Plan through 2019.

15. Segments, Concentrations and Geographic Information

Segments

The Company currently operates through three business segments that are aligned with key product types and end markets served:

•

Couplings, Clutches & Brakes.

Couplings are the interface between two shafts, which enable power to be transmitted from one shaft to the other. Clutches in this segment are devices which use mechanical, hydraulic, pneumatic, or friction type connections to facilitate engaging or disengaging two rotating members. Brakes are combinations of interacting parts that work to slow or stop machinery. Products in this segment are generally used in heavy industrial applications and energy markets.

•

Electromagnetic Clutches & Brakes.

Products in this segment include brakes and clutches that are used to electronically slow, stop, engage or disengage equipment utilizing electromagnetic friction type connections. Products in this segment are used in industrial and commercial markets including agricultural machinery, material handling, motion control, and turf & garden.

•

Gearing.

Gears are utilized to reduce the speed and increase the torque of an electric motor or engine to the level required to drive a particular piece of equipment. Gears produced by the Company are primarily utilized in industrial applications.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in thousands, unless otherwise noted

Segment financial information and a reconciliation of segment results to consolidated results follows:

	Quarter Ended March 31,
	2018			2017
Net Sales:
Couplings, Clutches & Brakes	$	120,173		$	106,232
Electromagnetic Clutches & Brakes		69,107			63,878
Gearing		53,885			47,028
Inter-segment eliminations		(2,780	)		(1,703	)
Net sales	$	240,385		$	215,435
Income from operations:
Segment earnings:
Couplings, Clutches & Brakes	$	13,420		$	8,345
Electromagnetic Clutches & Brakes		8,668			7,593
Gearing		6,116			5,525
Corporate expenses (1)		(7,581	)		(1,903	)
Restructuring		(943	)		(1,898	)
Income from operations	$	19,680		$	17,662
Other non-operating (income) expense:
Loss on settlement of pension plan		5,086			—
Net interest expense	$	1,834		$	1,705
Other non-operating expense (income), net		(146	)		(530	)
Loss on extinguishment of convertible debt		—			1,797
		6,774			2,972
Income before income taxes		12,906			14,690
Provision for income taxes		3,905			4,364
Net income	$	9,001		$	10,326

(1)	Certain expenses are maintained at the corporate level and not allocated to the segments. These include various administrative expenses related to corporate headquarters, depreciation on capitalized software costs, non-capitalizable software implementation costs and acquisition related expenses.

Selected information by segment (continued)

	Quarter Ended
	March 31, 2018		March 31, 2017
Depreciation and amortization:
Couplings, Clutches & Brakes	$	5,726	$	5,137
Electromagnetic Clutches & Brakes		930		1,215
Gearing		1,878		1,651
Corporate		869		803
Total depreciation and amortization	$	9,403	$	8,806

	March 31, 2018		March 31, 2017
Total assets:
Couplings, Clutches & Brakes	$	585,667	$	541,343
Electromagnetic Clutches & Brakes		166,126		176,167
Gearing		157,109		132,971
Corporate (2)		29,625		27,047
Total assets	$	938,527	$	877,528

(2)	Corporate assets are primarily cash and cash equivalents, tax related asset accounts, certain capitalized software costs, property, plant and equipment and deferred financing costs.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in thousands, unless otherwise noted

Net sales to third parties by geographic region are as follows:

	Net Sales
	Quarter Ended
	March 31, 2018		March 31, 2017
North America (primarily U.S.)	$	125,694	$	115,140
Europe		93,481		83,294
Asia and other		21,210		17,001
Total	$	240,385	$	215,435

Net sales to third parties are attributed to the geographic regions based on the country in which the shipment originates.

Concentrations

Financial instruments, which are potentially subject to counter party performance and concentrations of credit risk, consist primarily of trade accounts receivable. The Company manages these risks by conducting credit evaluations of customers prior to delivery or commencement of services. When the Company enters into a sales contract, collateral is normally not required from the customer. Payments are typically due within 30 days of billing. An allowance for potential credit losses is maintained, and losses have historically been within management’s expectations. While the Company did not have any customers that represented total sales greater than 10% for each of the quarters ended March 31, 2018 and 2017, the Gearing business had one customer that approximated 10% of total sales for that segment during the quarter ended March 31, 2018.

The Company is also subject to counter party performance risk of loss in the event of non-performance by counterparties to financial instruments, such as cash and investments. Cash and cash equivalents are held by well-established financial institutions and excess amounts are invested in AAA rated mutual funds. The Company is also exposed to swap counterparty credit risk with well-established financial institutions.

16. Derivative Financial Instruments

The Company enters into contractual derivative arrangements to manage changes in market conditions related to interest on debt obligations, and foreign currency exposures. Derivative instruments utilized during the period include interest rate swap agreements and foreign currency contracts. All derivative instruments are recognized as either assets or liabilities on the balance sheet at fair value at the end of each period. The counterparties to the Company's contractual derivative agreements are all major international financial institutions. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company continually monitors its positions and the credit ratings of its counterparties, and does not anticipate nonperformance by the counterparties. For designated hedging relationships, the Company formally documents the hedging relationship and its risk management objective and strategy for undertaking the hedge, the hedging instrument, the hedged item, the nature of the risk being hedged, how the hedging instrument's effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method of measuring ineffectiveness. The Company also formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting cash flows of hedged items.

Cross Currency Interest Rate Swaps

The Company is exposed to foreign currency and interest rate cash flow exposure related to non-functional currency long-term debt of the Company’s wholly owned Dutch subsidiary. The currency adjustments related to this loan are recorded in Other non-operating (income) expense, net. The offsetting gains and losses on the related derivative contracts are also recorded in Other non-operating (income) expense, net. To manage this foreign currency and interest rate cash flow exposure, the Company entered into a cross-currency interest rate swap that converts $100.0 million of U.S. dollar denominated floating interest payments to functional currency (euro) fixed interest payments during the life of the hedging instrument. In addition, the Company entered into two cross-currency interest rate swaps that convert an additional $70.0 million of the U.S. dollar denominated floating interest payments to functional currency (euro) floating interest payments during the life of the hedging instruments. The effective period of one of the cross-currency interest rate swaps, in the amount of $30 million, expired as of December 31, 2017. The effective period of the second of these two cross-currency interest rate swaps, in the original amount of $40 million, now currently $30 million, expires on December 31, 2018. As changes in foreign exchange and interest rates impact the future cash flow of interest payments, the hedges are intended to offset changes in cash flows attributable to interest rate and foreign exchange movements.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in thousands, unless otherwise noted

The Company designated the $100.0 million swap as a cash flow hedge, with the effective porti on of the gain or loss on the derivative reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction impacts earnings. There were no amounts recorded for ine ffectiveness for the periods reported herein related to the cross-currency interest rate swaps.

Changes in the fair value of a derivative that is designated as and meets all the required criteria for a cash flow hedge are recorded in accumulated other comprehensive income and reclassified into earnings as the underlying hedged item affects earnings. As of March 31, 2018 and 2017, approximately $0.6 million and $0.1 million of net unrealized gains related to the cross-currency interest rate swaps were included in accumulated other comprehensive income (loss), respectively.

Interest Rate Swap

In January 2017, the Company entered into an interest rate swap agreement designed to fix the variable interest rate payable on a portion of its outstanding borrowings under the 2015 Credit Agreement, for a notional value of $50.0 million, at 1.625%. The effective date was January 31, 2017 and the maturity date is January 31, 2020.

The interest rate swap agreement was designed to manage exposure to interest rates on the Company’s variable rate indebtedness. The Company recognizes all derivatives on its balance sheet at fair value. The Company has designated this interest rate swap agreement as a cash flow hedge. Changes in the fair value of the swap will be recognized in other comprehensive income until the hedged items are recognized in earnings. Hedge ineffectiveness, if any, associated with the swap will be reported by the Company in interest expense. As of March 31, 2018, approximately $65 thousand of unrealized gain related to the interest rate swap was included in accumulated other comprehensive income.

The following table summarizes outstanding swaps which the Company has recorded at March 31, 2018.

Initial US$

Date

Derivative

Notional

Entered

Financial

Amount

Floating Leg

Settlement

Effective

into

Instrument

(thousands)

(swap counterparty)

Fixed Rate

(Company)

Dates

Period of swap

12/21/2016

Cross currency interest rate swap

100,000

Variable rate 1-month USD Libor plus 1.50% to 3/31/17 and 1.75% thereafter

1.027%

EUR

N/A

Monthly on the last banking day of each month commencing December 30, 2016

12/23/2016 - 12/31/2019

12/21/2016

Cross currency interest rate swap

40,000

Variable rate 1-month USD Libor plus 1.50% to 3/31/17 and 1.75% thereafter

N/A

Variable rate 1-month EURIBOR, floored at 0.00%, plus 0.920%

Monthly on the last banking day of each month commencing December 30, 2016

12/23/2016 - 12/31/2018

1/31/2017

Interest rate swap

50,000

Variable rate 1-month USD Libor

1.625%

USD

N/A

Monthly on the last banking day of each month commencing February 28, 2017

1/31/2017 - 1/31/2020

The following table summarizes the location and fair value, using Level 2 inputs (see Note 5 for a description of the fair value levels), of the Company's derivatives designated and not designated as hedging instruments in the unaudited condensed consolidated balance sheets (in thousands).


		March 31,		December, 31
	Balance Sheet Location	2018		2017
Designated as hedging instruments:
Cross currency swap agreements	Other long-term liabilities	$	18,711	$	15,569
Interest rate swap agreement	Other long-term assets		632		345
Not designated as hedging instruments:
Cross currency swap agreements	Accruals and other liabilities		5,488		4,597
		$	23,567	$	19,821

The following table summarizes the location of (gain) loss reclassified from Accumulated other comprehensive loss into earnings for derivatives designated as hedging instruments and the location of (gain) loss for our derivatives not designated as hedging instruments in the unaudited condensed consolidated statements of income (in thousands).

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in thousands, unless otherwise noted

		March 31,
	Income Statement Location	2018
Designated as hedging instruments:
Cross currency swap agreements	Other non-operating (income) expense, net	$	2,839
Not designated as hedging instruments:
Cross currency swap agreements	Other non-operating (income) expense, net		891
		$	3,730

17. Commitments and Contingencies

General Litigation

The Company is involved in various pending legal proceedings arising out of the ordinary course of business. These proceedings primarily involve commercial claims, product liability claims, personal injury claims, and workers’ compensation claims. None of these legal proceedings are expected to have a material adverse effect on the results of operations, cash flows, or financial condition of the Company. Wi th respect to these proceedings, management believes that the Company will prevail, has adequate insurance coverage or has established appropriate reserves to cover potential liabilities. Any costs that management estimates may be paid related to these proceedings or claims are accrued when the liability is considered probable and the amount can be reasonably estimated. There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of these legal proceedings were to be determined adversely to the Company, there could be a material adverse effect on the results of operations, cash flows, or financial condition of the Company. We have established loss provisions for matters in which losses are probable and can be reasonably estimated. There were no material amounts accrued in the accompanying unaudited condensed consolidated balance sheet for potential litigation as of March 31, 2018 or December 31, 2017. For matters where a reserve has not been established and for which we believe a loss is reasonably possible, as well as for matters where a reserve has been recorded but for which an exposure to loss in excess of the amount accrued is reasonably possible, we believe that such losses, individually and in the aggregate, will not have a material effect on our unaudited condensed consolidated financial statements.

The Company also risks exposure to product liability claims in connection with products it has sold and those sold by businesses that the Company acquired. Although in some cases third parties have retained responsibility for product liability claims relating to products manufactured or sold prior to the acquisition of the relevant business and in other cases the persons from whom the Company has acquired a business may be required to indemnify the Company for certain product liability claims subject to certain caps or limitations on indemnification, the Company cannot assure that those third parties will in fact satisfy their obligations with respect to liabilities retained by them or their indemnification obligations. If those third parties become unable to or otherwise do not comply with their respective obligations including indemnity obligations, or if certain product liability claims for which the Company is obligated were not retained by third parties or are not subject to these indemnities, the Company could become subject to significant liabilities or other adverse consequences. Moreover, even in cases where third parties retain responsibility for product liability claims or are required to indemnify the Company, significant claims arising from products that have been acquired could have a material adverse effect on the Company’s ability to realize the benefits from an acquisition, could result in the reduction of the value of goodwill that the Company recorded in connection with an acquisition, or could otherwise have a material adverse effect on the Company’s business, financial condition, or operations.

Termination of Defined Benefit Plan

The Company commenced its plan to terminate the Altra Industrial Motion, Inc. Retirement Plan (the “Plan”), its frozen U.S. defined benefit pension plan in June 2017 and distributed a portion of the Plan assets during the fourth quarter of 2017 as a partial plan settlement. See Note 8 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2017. During the first quarter of 2018, the Company completed the plan termination and made a final contribution of $1.1 million to fully fund the benefit obligation prior to settlement. The Company settled the remaining benefit obligation of approximately $18.7 million by transferring the remaining plan assets and liability obligations to a third party. The Company recorded an additional settlement loss of $5.1 million in the quarter ended March 31, 2018.

ALTRA INDUSTRIAL MOTION CORP.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Amounts in thousands, unless otherwise noted

18. Subsequent Events

Dividend

On April 24, 2018, the Company declared a dividend of $0.17 per share for the quarter ended June 30, 2018, payable on July 3, 2018, to shareholders of record as of June 18, 2018.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect the Company’s current estimates, expectations and projections about the Company’s future results, performance, prospects and opportunities. Forward-looking statements include, among other things, the information concerning the Company’s possible future results of operations including revenue, costs of goods sold, gross margin, future profitability, future economic improvement, business and growth strategies, financing plans, the Company’s competitive position and the effects of competition, the projected growth of the industries in which we operate, and the Company’s ability to consummate strategic acquisitions and other transactions. Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “plan,” “may,” “should,” “will,” “would,” “project,” “forecast” and similar expressions. These forward-looking statements are based upon information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company’s actual results, performance, prospects, or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Important factors that could cause the Company’s actual results to differ materially from the results referred to in the forward-looking statements the Company makes in this report include:

•

the effects of intense competition in the markets in which we operate;

•

the cyclical nature of the markets in which we operate;

•

the loss of independent distributors on which we rely;

•

changes in market conditions in which we operate that would influence the value of the Company’s stock;

•

the Company’s ability to achieve its business plans, including with respect to an uncertain economic environment;

•

the risks associated with international operations, including currency risks;

•

the Company’s ability to retain existing customers and our ability to attract new customers for growth of our business;

•

the effects of the loss or bankruptcy of or default by any significant customer, suppliers, or other entity relevant to the Company’s operations;

•

political and economic conditions nationally, regionally, and in the markets in which we operate;

•

natural disasters, war, civil unrest, terrorism, fire, floods, tornadoes, earthquakes, hurricanes, or other matters beyond the Company’s control;

•

the Company’s risk of loss not covered by insurance;

•

the accuracy of estimated forecasts of OEM customers and the impact of the current global and European economic environment on our customers;

•

the risks associated with certain minimum purchase agreements we have with suppliers;

•

disruption of our supply chain;

•

fluctuations in the costs of raw materials used in our products;

•

the outcome of litigation to which the Company is a party from time to time, including product liability claims;

•

work stoppages and other labor issues;

•

changes in employment, environmental, tax and other laws, including enactment of the Tax Cuts and Jobs Act, and changes in the enforcement of laws;

•

the Company’s ability to attract and retain key executives and other personnel;

•

the Company’s ability to successfully pursue the Company’s development activities and successfully integrate new operations and systems, including the realization of revenues, economies of scale, cost savings, and productivity gains associated with such operations;

•

the Company’s ability to obtain or protect intellectual property rights and avoid infringing on the intellectual property rights of others;

•

the risks associated with the portion of the Company’s total assets comprised of goodwill and indefinite lived intangibles;

•

changes in market conditions that would result in the impairment of goodwill or other assets of the Company;

•

changes in accounting rules and standards, audits, compliance with the Sarbanes-Oxley Act, and regulatory investigations;

•

the effects of changes to critical accounting estimates;

•

changes in volatility of the Company’s stock price and the risk of litigation following a decline in the price of the Company’s stock;

•

failure of the Company’s operating equipment or information technology infrastructure;

•

the Company’s ability to implement our Enterprise Resource Planning (ERP) system;

•

the Company’s access to capital, credit ratings, indebtedness, and ability to raise additional capital and operate under the terms of the Company’s debt obligations;

•

the risks associated with our debt;

•

the risks associated with the Company’s exposure to variable interest rates and foreign currency exchange rates;

•

the risks associated with interest rate swap contracts;

•

the risks associated with the Company’s being subject to tax laws and regulations in various jurisdictions;

•

the risks associated with the Company’s exposure to renewable energy markets;

•

the risks related to regulations regarding conflict minerals;

•

the risks associated with the volatility and disruption in the global financial markets;

•

the Company’s ability to successfully execute, manage and integrate key acquisitions and mergers, including the Svendborg Acquisition, and the Stromag Acquisition;

•

the Company’s ability to achieve the efficiencies, savings and other benefits anticipated from our cost reduction, margin improvement, restructuring, plant consolidation and other business optimization initiatives;

•

the risk associated with the UK vote to leave the European Union; and

•

The risks related to the pending Fortive Transaction

•

other factors, risks, and uncertainties referenced in the Company’s filings with the Securities and Exchange Commission, including the “Risk Factors” set forth in this document.

ALL FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS REPORT. EXCEPT AS REQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR RELEASE ANY REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT ANY EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS REPORT OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO US OR ANY PERSON ACTING ON THE COMPANY’S BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS CONTAINED OR REFERRED TO IN THIS SECTION AND IN OUR RISK FACTORS SET FORTH IN PART I, ITEM 1A OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2017, AND IN OTHER REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY THE COMPANY.

The following discussion of the financial condition and results of operations of Altra Industrial Motion Corp. and its subsidiaries should be read together with the audited financial statements of Altra Industrial Motion Corp. and its subsidiaries and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Unless the context requires otherwise, the terms “Altra,” “Altra Industrial Motion Corp.,” “the Company,” “we,” “us,” and “our” refer to Altra Industrial Motion Corp. and its subsidiaries.

General

We are a leading global designer, producer and marketer of a wide range of electromechanical power transmission and motion control products with a presence in over 70 countries. Our global sales and marketing network includes over 1,000 direct OEM customers and over 3,000 distributor outlets. Our product portfolio includes industrial clutches and brakes, enclosed gear drives, open gearing, couplings, engineered bearing assemblies, linear components, gear motors, and other related products. Our products serve a wide variety of end markets including energy, general industrial, material handling, mining, transportation and turf and garden. We primarily sell our products to a wide range of OEMs and through long-standing relationships with industrial distributors such as Motion Industries, Applied Industrial Technologies, Kaman Industrial Technologies and W.W. Grainger.

Business Segments

The Company currently operates through three business segments that are aligned with key product types and end markets served:

•

Couplings, Clutches & Brakes.

•

Electromagnetic Clutches & Brakes.

•

Gearing.

The following tables show the percentage of net sales and operating income generated by each of our three segments for the quarters and year to date periods ended March 31, 2018 and 2017:

	Net Sales
	Quarter Ended
	March 31, 2018	March 31, 2017
Couplings, Clutches & Brakes	50%	50%
Electromagnetic Clutches & Brakes	29%	30%
Gearing	21%	20%

	Operating Income
	Quarter Ended
	March 31, 2018	March 31, 2017
Couplings, Clutches & Brakes	48%	39%
Electromagnetic Clutches & Brakes	31%	35%
Gearing	21%	26%

Our Internet address is www.altramotion.com. By following the link “Investor Relations” and then “SEC filings” on our Internet website, we make available, free of charge, our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after such forms are filed with or furnished to the Securities and Exchange Commission. We are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this Quarterly Report on Form 10-Q.

Business Outlook

During the quarter ended March 31, 2018, we saw strong sales growth as we benefitted from both our organic growth initiatives and the ongoing strength in the industrial economy. Nearly all of our end markets, with the notable exception of wind energy, performed well and we anticipate further improvement should customers begin to increase capital spending in earnest. We continued to make progress in leveraging our margin improvement initiatives into enhanced profitability and we expect to accelerate the flow-through to the bottom line as we progress through the year, especially as the wind market improves. Operational excellence continued to contribute to our results as many of our businesses had significant improvement in their operating performance driven by our business system and improving market conditions. Finally, we also continue to focus on developmental activities that we expect to contribute to our organic growth going forward.

On March 7, 2018, the Company and Fortive agreed to enter into the Fortive Transaction to effect the transfer of the A&S Business to the Company. The Fortive Transaction provides for (i) the separation and distribution of a portion of the A&S Business and the subsequent merger of Merger Sub with and into Newco, with Newco, as the surviving entity, a wholly-owned subsidiary of the Company and (ii) the Direct Sales, pursuant to which the Company will acquire the remaining portion of the A&S Business. In order to effect the Separation, the Distribution, the Direct Sales and the Merger, Fortive, Newco, the Company and Merger Sub entered into an Agreement and Plan of Merger and Reorganization, dated as of March 7, 2018 (the “Merger Agreement”), and Fortive, Newco and the Company entered into a Separation and Distribution Agreement, dated as of March 7, 2018 (the “Separation Agreement”) . In addition, Fortive, Newco, the Company and certain of their respective affiliates entered into, or will enter into, an Employee Matters Agreement, dated March 7, 2018, a Tax Matters Agreement, a Transition Services Agreement, a Cross-License Agreement and any other agreements mutually agreed to. These agreements govern the relationship among Fortive, Newco, the Company, Merger Sub and their respective affiliates after the consummation of Separation, the Distribution, the Direct Sales and the Merger.

Prior to the Distribution and the Merger, Fortive will (1) convey to Newco or one or more subsidiaries of Fortive certain assets and liabilities constituting a portion of the A&S Business, and will cause any applicable subsidiary of Fortive to convey to Fortive or its designated subsidiary (other than Newco or any of Newco’s subsidiaries) certain excluded assets and excluded liabilities in order to separate and consolidate a portion of the A&S Business and (2) Fortive will contribute all the equity interests in each such subsidiary of Fortive holding assets and liabilities constituting a portion of the A&S Business to Newco in exchange for (i) shares of Newco common stock, (ii) the Newco Securities and (iii) the Cash Dividend. In total, Newco will make distributions to Fortive of cash and debt instruments of Newco with an aggregate value of $400 million, of which $150 million (subject to adjustment as provided in the Separation Agreement) is expected to be the Cash Dividend, and $250 million (subject to adjustment as provided in the Separation Agreement) is expected to be issued as Newco Securities. In addition, pursuant to the Merger Agreement, Fortive will transfer certain non-U.S. assets, liabilities and entities constituting the remaining portion of the A&S Business directly to the Company or one or more subsidiaries of the Company and the Company subsidiaries will assume substantially all of the liabilities associated with the transferred assets and pay Fortive $1,000,000,000. Fortive will transfer the Newco Securities to certain parties (the “Debt Exchange Parties”) in exchange (the “Debt Exchange”) for certain outstanding debt obligations of Fortive held by the Debt Exchange Parties. Following the Debt Exchange, the Debt Exchange Parties are expected to sell the Newco Securities to third-party investors.

On the closing date of the Merger, Fortive will distribute all of the issued and outstanding shares of Newco Common Stock held by Fortive to its participating stockholders in the Exchange Offer. If the Exchange Offer is consummated but is not fully subscribed, Fortive will distribute the remaining shares of Newco Common Stock on a pro rata basis to Fortive stockholders whose shares of Fortive common stock remain outstanding after consummation of the Exchange Offer. Any Fortive stockholder who validly tenders (and does not properly withdraw) shares of Fortive common stock for shares of Newco Common Stock in the Exchange Offer will waive their rights with respect to such shares to receive, and forfeit any rights to, shares of Newco Common Stock distributed on a pro rata basis to Fortive stockholders in the event the Exchange Offer is not fully subscribed. If there is a pro rata distribution, the Exchange Offer agent will calculate the exact number of shares of Newco Common Stock not exchanged in the Exchange Offer and to be distributed on a pro rata basis, and the number of shares of common stock of the Company into which the remaining shares of Newco Common Stock will be converted in the Merger will be transferred to Fortive stockholders (after giving effect to the consummation of the Exchange Offer) as promptly as practicable thereafter.

Immediately after the Distribution and on the closing date of the Merger, Merger Sub will merge with and into Newco, whereby the separate corporate existence of Merger Sub will cease and Newco will continue as the surviving company and as a wholly-owned subsidiary of the Company. In the Merger, each share of Newco Common Stock will be converted into the right to receive shares of common stock of the Company based on the exchange ratio set forth in the Merger Agreement. After the consummation of the Merger and the Direct Sales, the Company will own and operate the A&S Business through Newco and the purchasers in the Direct Sales, and will also continue the Company’s current businesses. All shares of common stock of the Company, including those issued in the Merger, will be listed on Nasdaq under the Company’s current trading symbol “AIMC.”

In connection with the Merger, the Company expects to issue 35 million shares of common stock of the Company to Fortive stockholders that receive shares of Newco Common Stock in the Distribution. Immediately after the consummation of the Merger, approximately 54% of the outstanding shares of common stock of the Company are expected to be held by pre-Merger holders of shares of Newco Common Stock and approximately 46% of the outstandin g shares of common stock of the Company are expected to be held by pre-Merger stockholders of the Company.

The Fortive Transaction is expected to be completed in 2018 and remains subject to the approval of the issuance of shares of common stock of the Company in the Merger by the Company’s stockholders and the satisfaction of customary closing conditions, including regulatory approvals and the absence of a Material Adverse Effect (as defined in the Merger Agreement) with respect to either the A&S Business or the Company.

In connection with the Fortive Transaction, we expect to incur a significant amount of acquisition expenses. The Company intends to finance the Fortive Transaction through a combination of cash on hand and new debt, and has received approximately $2.0 billion of committed financing from Goldman Sachs Bank USA (“GS”) subject to customary terms and conditions to facilitate the Fortive Transaction close.

Critical Accounting Policies

The preparation of our unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make judgments, assumptions and estimates that affect our reported amounts of assets, revenues and expenses, as well as related disclosures of contingent assets and liabilities. We base our estimates on past experiences and other assumptions we believe to be appropriate, and we evaluate these estimates on an on-going basis. See the discussion of critical accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2017. There have been no changes in the identification or application of the Company’s critical accounting policies during the quarter ended March 31, 2018.

Recent Accounting Standards

See Part 1, Notes to Unaudited Condensed Consolidated Interim Financial Statements, Note 3 – Recent Accounting Standards.

Results of Operations

(Amounts in thousands, unless otherwise noted)

	Quarter Ended
	March 31, 2018			March 31, 2017
Net sales	$	240,385		$	215,435
Cost of sales		166,159			149,268
Gross profit		74,226			66,167
Gross profit percentage		30.9	%		30.7	%
Selling, general and administrative expenses		47,130			40,384
Research and development expenses		6,473			6,223
Restructuring and consolidation costs		943			1,898
Income from operations		19,680			17,662
Loss on settlement of pension plan		5,086			—
Interest expense, net		1,834			1,705
Other non-operating income (loss), net		(146	)		(530	)
Loss on extinguishment of debt		—			1,797
Income before income taxes		12,906			14,690
Provision for income taxes		3,905			4,364
Net income	$	9,001		$	10,326

Quarter Ended March 31, 2018 compared with Quarter Ended March 30, 2017

(Amounts in thousands, unless otherwise noted)

Amounts in thousands, except percentage data	Quarter-Ended
	March 31, 2018		March 31, 2017		Change		%
Net sales	$	240,385	$	215,435	$	24,950		11.6	%

The increase in sales during the quarter ended March 31, 2018 was partially due to the favorable effect of changes in foreign exchange rates of $13.3 million and price increases of approximately $1.7 million. The remainder of the increase related to a recovery in sales levels in various end markets in the Couplings, Clutches, and Brakes and Gearing business segments.

Amounts in thousands, except percentage data	Quarter Ended
	March 31, 2018			March 31, 2017			Change		%
Gross Profit	$	74,226		$	66,167		$	8,059		12.2	%
Gross Profit as a percent of sales		30.9	%		30.7	%

Gross profit as a percentage of sales improved slightly during the quarter ended March 31, 2018. The increase was due to improvements realized from price increases and improving end markets, partially offset by commodity cost and freight cost increases.

Amounts in thousands, except percentage data	Quarter Ended
	March 31, 2018			March 31, 2017			Change		%
Selling, general and administrative expense (“SG&A”)	$	47,130		$	40,384		$	6,746		16.7	%
SG&A as a percent of sales		19.6	%		18.7	%

The increase in SG&A is primarily due to an increase in acquisition related expenses of $5.4 million as well as the impact of changes in foreign exchange rates. The Company expects to incur between $30-$50 million in acquisition related expense in conjunction with the Fortive transaction.

Amounts in thousands, except percentage data	Quarter Ended
	March 31, 2018		March 31, 2017		Change		%
Research and development expenses (“R&D”)	$	6,473	$	6,223	$	250		4.0	%

The increase in R&D is due to the impact of changes in foreign exchange rates for the quarter ended March 31, 2018.

Amounts in thousands, except percentage data	Quarter Ended
	March 31, 2018		March 31, 2017		Change			%
Restructuring Costs	$	943	$	1,898	$	(955	)		(50.3	)%

During 2015 the Company adopted a restructuring plan (“2015 Altra Plan”) in response to weak demand in Europe and to make certain adjustments to improve business effectiveness, reduce the number of facilities and streamline the Company’s cost structure. The actions taken pursuant to the 2015 Altra Plan included reducing headcount, facility consolidations and related asset impairments and limiting discretionary spending to improve profitability. The Company does not expect to incur any additional material costs as a result of the 2015 Plan.

During the quarter ended September 30, 2017, the Company commenced a new restructuring plan (“2017 Altra Plan”) as a result of the Stromag acquisition and to rationalize its global renewable energy business. The actions taken pursuant to the 2017 Altra Plan include reducing headcount, facility consolidations and the elimination of certain costs. The company expects to incur approximately $1.0 to $3.0 million in additional expense through 2019 related to the 2017 Altra Plan.

Amounts in thousands, except percentage data	Quarter Ended
	March 31, 2018		March 31, 2017		Change		%
Interest Expense, net	$	1,834	$	1,705	$	129		7.6	%

Interest expense increased slightly due to the higher interest rate of the Company’s variable rate borrowing under our 2015 Revolving Credit Facility.

Amounts in thousands, except percentage data	Quarter Ended
	March 31, 2018			March 31, 2017			Change		%
Other non-operating income, net	$	(146	)	$	(530	)	$	384		72.5	%

Other non-operating income in each period in the chart above primarily relates to changes in foreign currency in the Euro, British Pound, and Chinese Renminbi.

Amounts in thousands, except percentage data	Quarter Ended
	March 31, 2018			March 31, 2017			Change			%
Provision for income taxes	$	3,905		$	4,364		$	(459	)		(10.5	)%
Provision for income taxes as a % of income before income taxes		30.3	%		29.7	%

The provision for income tax, as a percentage of income before taxes, marginally increased for the quarter ended March 31, 2018 as compared to the quarter ended March 31, 2017. This increase is the result of the U.S. tax on non deductible acquisition expenses related to the Fortive Transaction, this is offset by the benefit of the lower U.S. tax rate as part of the 2017 Tax Act.

Segment Performance.

Amounts in thousands

	Quarter Ended March 31,
	2018			2017
Net Sales:
Couplings, Clutches & Brakes	$	120,173		$	106,232
Electromagnetic Clutches & Brakes		69,107			63,878
Gearing		53,885			47,028
Intra-segment eliminations		(2,780	)		(1,703	)
Net sales	$	240,385		$	215,435
Income from operations:
Segment earnings:
Couplings, Clutches & Brakes	$	13,420		$	8,345
Electromagnetic Clutches & Brakes		8,668			7,593
Gearing		6,116			5,525
Corporate expenses (1)		(7,581	)		(1,903	)
Restructuring and consolidation costs		(943	)		(1,898	)
Income from operations	$	19,680		$	17,662

(1)

Certain expenses are maintained at the corporate level and not allocated to the segments. These include various administrative expenses related to the corporate headquarters, depreciation on capitalized software costs, non-capitalizable software implementation costs and acquisition related expenses.

Couplings, Clutches & Brakes

Net sales in the Couplings, Clutches & Brakes segment were $120.2 million in the quarter ended March 31, 2018, an increase of approximately $13.9 million or 13.1%, from the quarter ended March 31, 2017. The increase is due to the positive impact of foreign exchange rates and continued recovery in certain of our more profitable end markets. Segment operating income increased approximately $5.1 million compared to the prior period primarily as a result of the increased sales and plant consolidations.

Electromagnetic Clutches & Brakes

Net sales in the Electromagnetic Clutches & Brakes segment were $69.1 million in the quarter ended March 31, 2018, an increase of approximately $5.2 million, or 8.2%, from the quarter ended March 31, 2017. The increase is due to

the positive impact of changes in foreign exchange rates and an increase in sales to the agriculture end market. Segment operating income increased $1.1 million compared to the prior period primarily as a result of the impact of foreign exchange.

Gearing

Net sales in the Gearing segment were $53.9 million in the quarter ended March 31, 2018, an increase of $6.9 million or 14.6% from the quarter ended March 31, 2017. The increase is due to the positive impact of changes in foreign exchange rates and the improvement of the North American distribution market. Segment operating income increased $0.6 million compared to the prior period primarily as a result of the impact of foreign exchange.

Liquidity and Capital Resources

Overview

We finance our capital and working capital requirements through a combination of cash flows from operating activities and borrowings under our 2015 Revolving Credit Facility (defined below). We expect that our primary ongoing requirements for cash will be for working capital, debt service, capital expenditures, acquisitions, pensions, dividends and share repurchases. In the event additional funds are needed for operations, we could borrow additional funds available under our existing 2015 Revolving Credit Facility, request an expansion by up to $150 million of the amount available to be borrowed under the 2015 Credit Agreement, attempt to secure new debt, attempt to refinance our loans under the 2015 Credit Agreement, or attempt to raise capital in the equity markets. At March 31, 2018, we have the ability under our 2015 Revolving Credit Facility to borrow an additional $154.2 million based on current availability calculations. There can be no assurance however that additional debt financing will be available on commercially acceptable terms, if at all. Similarly, there can be no assurance that equity financing will be available on commercially acceptable terms, if at all. We announced the Fortive Transaction on March 7, 2018 and expect to raise approximately $1,740 million in secured and unsecured debt to pay a portion of the purchase price and refinance our existing 2015 Revolving Credit Facility.

Second Amended and Restated Credit Agreement

On October 22, 2015, the Company entered into a Second Amended and Restated Credit Agreement by and among the Company, Altra Industrial Motion Netherlands, B.V. (“Altra Netherlands”), one of the Company’s foreign subsidiaries (collectively with the Company, the “Borrowers”), the lenders party to the Second Amended and Restated Credit Agreement from time to time (collectively, the “Lenders”), J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and KeyBanc Capital Markets, Inc., as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), to be guaranteed through a Guarantee Agreement by certain domestic subsidiaries of the Company (each a “Guarantor” and collectively the “Guarantors”; the Guarantors collectively with the Borrowers, the “Loan Parties”), and which may be amended from time to time (the “2015 Credit Agreement”).

Under the 2015 Credit Agreement, the amount of our Revolving Credit Facility was increased to $350 million (the “2015 Revolving Credit Facility”). The amounts available under the 2015 Revolving Credit Facility can be used for general corporate purposes, including acquisitions, and to repay existing indebtedness. The stated maturity of the 2015 Credit Facility is October 22, 2020.

The amounts available under the 2015 Revolving Credit Facility may be drawn upon in accordance with the terms of the 2015 Credit Agreement. All amounts outstanding under the 2015 Revolving Credit Facility are due on the stated maturity or such earlier time, if any, required under the 2015 Credit Agreement. The amounts owed under the 2015 Revolving Credit Facility may be prepaid at any time, subject to usual notification and breakage payment provisions. Interest on the amounts outstanding under the credit facilities is calculated using either an ABR Rate or Eurodollar Rate, plus the applicable margin. The applicable margins for Eurodollar Loans are between 1.25% to 2.00%, and for ABR Loans are between 0.25% and 1.00%. The amounts of the margins are calculated based on either a consolidated total net leverage ratio (as defined in the 2015 Credit Agreement), or the then applicable rating(s) of the Company’s debt if and then to the extent as provided in the 2015 Credit Agreement. A portion of the 2015 Revolving Credit Facility may also be used for the issuance of letters of credit, and a portion of the amount of the 2015 Revolving Credit Facility is available for borrowings in certain agreed upon foreign currencies. The 2015 Credit Agreement contains various affirmative and negative covenants and restrictions, which among other things, will require the Borrowers to provide certain financial reports to the Lenders, require the Company to maintain certain financial covenants relating to consolidated leverage and interest coverage, limit maximum annual capital expenditures, and limit the ability of the Company and its subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other equity distributions, purchase or redeem capital stock or debt, make certain investments, sell assets, engage in certain transactions, and effect a consolidation or merger. The 2015 Credit Agreement also contains customary events of default.

On October 21, 2016, the Company entered into an agreement to amend its 2015 Credit Agreement. This amendment, which became effective upon closing of Al tra’s purchase of Stromag, which was December 30, 2016, increased the Company’s 2015 Revolving Credit Facility by $75 million to $425 million. The Company borrowed additional funds under the increased facility to finance its purchase of Stromag. The amen dment also reset the possible expansion of up to $150 million of additional future loan commitments. In addition, the amendment increased the multicurrency sublimit to $250 million and adjusted certain financial covenants

Ratification Agreement

Pursuant to an Omnibus Reaffirmation and Ratification and Amendment of Collateral Documents entered into on October 22, 2015 in connection with the 2015 Credit Agreement by and among the Company, the Loan Parties and the Administrative Agent (the “Ratification Agreement”), the Loan Parties (exclusive of the foreign subsidiary Borrower) have reaffirmed their obligations to the Lenders under the Pledge and Security Agreement dated November 20, 2012 (the “Pledge and Security Agreement”), pursuant to which each Loan Party pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders, a security interest in all of its right, title and interest in, to and under all personal property, whether now owned by or owing to, or after acquired by or arising in favor of such Loan Party (including under any trade name or derivations), and whether owned or consigned by or to, or leased from or to, such Loan Party, and regardless of where located, except for specific excluded personal property identified in the Pledge and Security Agreement (collectively, the “Collateral”). Notwithstanding the foregoing, the Collateral does not include, among other items, more than 65% of the capital stock of the first tier foreign subsidiaries of the Company. The Pledge and Security Agreement contains other customary representations, warranties and covenants of the parties. The 2015 Credit Agreement provides that the obligation to grant the security interest can cease upon the obtaining of certain corporate family credit ratings for the Company, but the obligation to grant a security interest is subject to subsequent reinstatement if the ratings are not maintained as provided in the 2015 Credit Agreement.

Pursuant to the Ratification Agreement, the Loan Parties (other than the foregoing subsidiary Borrower) have also reaffirmed their obligations under each of the Patent Security Agreement and a Trademark Security Agreement in favor of the Administrative Agent dated November 20, 2012 (the “2012 Security Agreements”) pursuant to which each of the Loan Parties signatory thereto pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders, a security interest in all of its right, title and interest in, to and under all registered patents, patent applications, registered trademarks and trademark applications owned by such Loan Parties.

Additional Trademark Security Agreement and Patent Security Agreement

In connection with the reaffirmation of the Pledge and Security Agreement, certain of the Loan Parties delivered a new Patent Security Agreement and a new Trademark Security Agreement in favor of the Administrative Agent pursuant to which each of the Loan Parties signatory thereto pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders, a security interest in all of its right, title and interest in, to and under all registered patents, patent applications, registered trademarks and trademark applications owned by such Loan Parties and not covered by the 2012 Security Agreements.

As of March 31, 2018, and December 31, 2017, we had $266.6 million and $262.9 million outstanding on our 2015 Revolving Credit Facility, respectively. As of March 31, 2018 and December 31, 2017, we had $4.3 million and $3.5 million in letters of credit outstanding, respectively. We were in compliance in all material respects with all covenants of the indenture governing the 2015 Credit Agreement at March 31, 2018.

Commitment Letter

In connection with the Fortive Transaction, the Company entered into a commitment letter (the “Commitment Letter”), under which GS committed to provide to the Company up to $1,340 million in aggregate principal amount of senior secured term loans (the “GS Term Loans”) and a $300 million senior secured revolving credit facility (the “GS Revolving Loans” and, together with the GS Term Loans, the “GS Loans”), subject to the terms and conditions of the Commitment Letter. The proceeds of the GS Term Loans will be used, together with cash on hand of the Company or its subsidiaries (if necessary), to, among other things, (i) consummate the Direct Sales, (ii) repay in full and extinguish all outstanding indebtedness for borrowed money under the 2015 Credit Agreement and (iii) pay certain fees, costs and expenses in connection with the consummation of the Fortive Transaction.

Convertible Senior Notes

On December 12, 2016, the Company gave notice to The Bank of New York Mellon Trust Company, N.A., the Trustee, under the Indenture governing the Convertible Notes of its intention to redeem all of the Convertible Notes outstanding on January 12, 2017 (the “Redemption Date”), pursuant to the optional redemption provisions in the Indenture. The redemption price for the Convertible Notes was 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date plus a Make-Whole Premium equal to the present values of the remaining scheduled payments of interest on any Convertible Notes through March 1, 2018 (excluding interest accrued to, but excluding, the Redemption Date). In lieu of receiving the redemption price, holders of the Notes could surrender their Convertible Notes for conversion at any time before January 9, 2017. The Conversion Rate of the notes was 39.0809 shares of the Company’s common stock for each $1,000 of outstanding principal of the Convertible Notes. As of December 31, 2016, Convertible Notes with a principal value of approximately $39.3 million were surrendered for conversion resulting in the issuance of approximately 1.5 million shares. As a result of the conversion, the Company incurred a loss on extinguishment of debt of approximately $1.9 million and the carrying value of the remaining Convertible Notes was $42.9 million net of unamortized discount as of December 31, 2016. In January 2017, additional Convertible Notes with an outstanding principal of approximately $44.7 million were converted resulting in the issuance of 1.7 million shares of the Company’s common stock, and $0.9 million of Convertible Notes were redeemed for cash. All Convertible Notes were converted or redeemed as of January 12, 2017.

Borrowings

	Amounts in millions
	March 31, 2018		December 31, 2017
Debt:
Revolving Credit Facility	$	266.6	$	262.9
Mortgages		12.9		12.8
Capital leases		0.2		0.2
Total debt	$	279.7	$	275.9

Cash and Cash Equivalents

The following is a summary of our cash balances and cash flows (in thousands) as of and for quarter ended March 31, 2018 and March 31, 2017, respectively:

	March 31, 2018			March 31, 2017			Change
Cash and cash equivalents at the beginning of the year	$	51,994		$	69,118		$	(17,124	)
Cash flows used in operating activities		3,664			3,022			642
Cash flows used in investing activities		(6,975	)		(7,333	)		358
Cash flows used in financing activities		(3,658	)		(13,747	)		10,089
Effect of exchange rate changes on cash and cash equivalents		1,371			1,877			(506	)
Cash and cash equivalents at the end of the period	$	46,396		$	52,937		$	(6,541	)

Cash Flows for 2018

Net cash provided from operating activities was approximately $3.6 million for the quarter ended March 31, 2018. This was generated by net income of $9.0 and the net impact of the add-back of certain items including non-cash depreciation, amortization of intangible assets, stock-based compensation, amortization of deferred financing costs, loss on settlement of pension plan, loss on disposal of fixed assets, and non-cash loss on foreign currency which totaled approximately $16.0 million. This was mostly offset by a net increase in assets and liabilities of approximately $21.3 million.

Net cash used in investing activities for the quarter ended March 31, 2018 decreased approximately $0.4 million compared to the quarter ended March 31, 2017. The decrease is attributed to higher purchases of manufacturing equipment and plant construction projects at certain facilities in 2017.

Net cash used in financing activities in the quarter ended March 31, 2018 as compared to the year to date period ended March 31, 2017 decreased by $10.1 million. This decrease relates primarily to lower net debt payments on the Revolving Credit Facility in the quarter ended March 31, 2018 partially offset by an increase in dividend payments of $1.1 million and higher impact of shares surrendered.

We intend to use our remaining cash and cash equivalents and cash flow from operations to provide for our working capital needs, to fund potential future acquisitions, to service our debt, including principal payments, for capital expenditures, for pension funding, share repurchases and to pay dividends to our stockholders. As of March 31, 2018 we have approximately $42.3 million of cash and cash equivalents held by foreign subsidiaries that are generally subject to U.S. income taxation on repatriation to the U.S. We believe our future operating cash flows will be sufficient to meet our future operating and investing cash needs. Furthermore, the existing cash balances and the availability of additional borrowings under our 2015 Revolving Credit Facility provide additional potential sources of liquidity should they be required.

Contractual Obligations

There were no material changes in our contractual obligations during the period ended March 31, 2018.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market risk factors such as fluctuating interest rates, changes in foreign currency rates, and changes in commodity prices. During the reporting period, there have been no material changes to the quantitative and qualitative disclosures regarding our market risk set forth in our Annual Report on Form 10-K for the year ended December 31, 2017.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of March 31, 2018, our management, under the supervision and with the participation of our chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act, such as this Form 10-Q, is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon that evaluation, our chief executive officer and chief financial officer have concluded that, as of March 31, 2018, our disclosure controls and procedures are effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our fiscal quarter ended March 31, 2018, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHE R INFORMATION

Item 1. Legal Proceedings

We are, from time to time, party to various legal proceedings arising out of our business. During the reporting period, there have been no material changes to the description of legal proceedings set forth in our Annual Report on Form 10-K for the year ended December 31, 2017.

Item 1A. Risk Factors

The reader should carefully consider the Risk Factors described in our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission. Those risk factors described elsewhere in this report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2017 are not the only ones we face, but are considered to be the most material. These risk factors could cause our actual results to differ materially from those stated in forward looking statements contained in this Form 10-Q and elsewhere. All risk factors stated in our Annual Report on Form 10-K for the year ended December 31, 2017 are incorporated herein by reference.

During the reporting period there were no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes our share repurchase activity by month for the quarter ended March 31, 2018.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)		Approximate Dollar Value of Shares That May Yet be Purchased Under The Plans or Programs
January 1, 2018 to January 31, 2018		—	$	—		—	$	30,000,000
February 1, 2018 to February 28, 2018		—	$	—		—	$	—
March 1, 2018 to March 31, 2018		—	$	—		—	$	—

(1)

On October 19, 2016, our board of directors approved a new share repurchase program authorizing the buyback of up to $30.0 million of the Company's common stock through December 31, 2019. This plan, which was announced on October 21, 2016, replaces the previous share repurchase program which was terminated. The Company expects to purchase shares on the open market, through block trades, in privately negotiated transactions, in compliance with SEC Rule 10b-18 (including through Rule 10b5-1 plans), or in any other appropriate manner. The timing of the shares repurchased will be at the discretion of management and will depend on a number of factors, including price, market conditions and regulatory requirements. Shares acquired through the repurchase program will be retired. The Company retains the right to limit, terminate or extend the share repurchase program at any time without prior notice. The Company expects to fund any further repurchases of its common stock through a combination of cash on hand and cash generated by operations.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

Disclosure of Activities Under Section 13(r) of the Securities Exchange Act of 1934

Under Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) to the Securities Exchange Act of 1934, as amended, we are required to disclose whether Altra or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or certain designated individuals or entities. Disclosure is required even when the activities were conducted outside the United States by non-U.S. entities and even when such activities were conducted in compliance with applicable law. The following information is disclosed pursuant to Section 13(r). None of the following activities involved U.S. affiliates of Altra.

During the reporting period, Bibby Transmissions Limited, a subsidiary of Altra organized and existing under the laws of England (“Bibby”), sold couplings to a customer in the United Kingdom, for ultimate re-sale to an Iranian end user for use in a gas treating plant. Gross revenues received by Bibby in connection with this transaction were approximately GBP 31.9 thousand and net profits were approximately GBP 3.2 thousand. Bibby intends to continue pursuing opportunities with this direct customer and end user, to the extent compliant with applicable law.

In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU 2017-07”). This ASU changes the income statement presentation of defined benefit and post-retirement benefit plan expense by requiring separation between operating expense (service cost component of net periodic benefit expense) and non-operating expense (all other components of net periodic benefit expense, including interest cost, amortization of prior service cost, curtailments and settlements, etc.). The guidance is effective for interim and annual periods for the Company on January 1, 2018. The operating expense component is reported with similar compensation costs while the non-operating components are reported outside of operating income. The Company adopted the amendments in the first quarter of 2018 using a retrospective transition method. The impact of the adoption on the years ended December 31, 2017, 2016 and 2015 was a reclassification of $2.8M, $.7M and $.7M respectively, from income from operations to other non-operating expenses. The adoption of this standard did not impact reported net income, the consolidated balance sheet or the statement of cash flows.

Item 6. Exhibits

The following exhibits are filed as part of this report:

Exhibit Number		Description

2.1(1)		Agreement and Plan of Merger and Reorganization, dated as of March 7, 2018, among Fortive Corporation. Stevens Holding Company, Inc., Altra Industrial Motion Corp. and McHale Acquisition Corp.

3.1(2)		Second Amended and Restated Certificate of Incorporation of the Registrant

3.2(3)		Second Amended and Restated Bylaws of the Registrant

10.1(1)		Separation and Distribution Agreement, dated as of March 7, 2018, among Fortive corporation, Stevens Holding Company, Inc. and Altra Industrial Motion Corp.

10.2*		A&R Commitment Letter, dated as of March 28, 2018 among Fortive corporation, Stevens Holding Company, Inc. and Altra Industrial Motion Corp.

10.3*		Employee Matters Agreement, dated as of March 7, 2018 among Fortive corporation, Stevens Holding Company, Inc. and Altra Industrial Motion Corp.

31.1*		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) the Unaudited Condensed Consolidated Statement of Operations, (ii) the Unaudited Condensed Consolidated Statement of Comprehensive Income (Loss), (iii) the Unaudited Condensed Consolidated Balance Sheet, (iv) the Unaudited Condensed Consolidated Statement of Cash Flows, (v) the Unaudited Consolidated Statement of Stockholders’ Equity and (vi) Notes to Unaudited Condensed Consolidated Interim Financial Statements.

*	Filed herewith.

**	Furnished herewith.

(1)	Incorporated by reference to Altra Industrial Motion Corp.’s Current Report on Form 8-K filed on March 9, 2018.

(2)	Incorporated by reference to Altra Industrial Motion Corp.’s (formerly known as Altra Holdings, Inc.) Registration Statement on Form S-1A, as amended, filed with the Securities and Exchange Commission on December 4, 2006.

(3)	Incorporated by reference to Altra Industrial Motion Corp.’s Current Report on Form 8-K filed on October 27, 2008.

SIGNA TURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		ALTRA INDUSTRIAL MOTION CORP.

May 9, 2018	By:	/s/ Carl R. Christenson
	Name:	Carl R. Christenson
	Title	Chairman and Chief Executive Officer

May 9, 2018	By:	/s/ Christian Storch
	Name:	Christian Storch
	Title:	Vice President and Chief Financial Officer

May 9, 2018	By:	/s/ Todd B. Patriacca
	Name:	Todd B. Patriacca
	Title:	Vice President of Finance, Corporate Controller and Treasurer

EXHIBIT 10.2

EXECUTION VERSION

GOLDMAN SACHS BANK USA
200 WEST STREET
NEW YORK, NY 10282-2198

JPMORGAN CHASE BANK, N.A.

383 MADISON AVENUE

NEW YORK, NEW YORK 10179

WELLS FARGO SECURITIES, LLC

WELLS FARGO BANK, NATIONAL ASSOCIATION

550 S TRYON ST.
CHARLOTTE, NC 28202

CITIGROUP GLOBAL MARKETS

INC.

390 GREENWICH STREET

NEW YORK, NEW YORK 10013

UBS SECURITIES LLC
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019

UBS AG, STAMFORD BRANCH
600 WASHINGTON BOULEVARD
STAMFORD, CONNECTICUT 06901

HSBC SECURITIES (USA) INC.

HSBC BANK USA, NATIONAL ASSOCIATION

452 FIFTH AVENUE

NEW YORK, NEW YORK 10018

MUFG
1221 AVENUE OF THE AMERICAS, 6 ^TH FLOOR

NEW YORK, NY 10020-1001

BMO HARRIS BANK N.A.

115 SOUTH LASALLE STREET

CHICAGO, IL 60603

BANK OF MONTREAL

BMO CAPITAL MARKETS CORP.

3 TIMES SQUARE, 28 ^TH FLOOR

NEW YORK, NEW YORK 10036

CITIZENS BANK, N.A.

28 STATE STREET

BOSTON, MASSACHUSETTS 02109

ROYAL BANK OF CANADA

RBC CAPITAL MARKETS
200 VESEY STREET
NEW YORK, NY 10281

THE TORONTO–DOMINION BANK, NEW YORK BRANCH

TD SECURITIES (USA) LLC

31 WEST 52ND STREET

NEW YORK, NEW YORK 10019

TD BANK, N.A.

200 STATE STREET, 10TH FLOOR

BOSTON, MA 02109

U.S. BANK NATIONAL ASSOCIATION
214 N. TYRON STREET
CHARLOTTE, NC 28202

March 28 , 2018

Altra Industrial Motion Corp.
300 Granite Street, Suite 201
Braintree, MA 02184
Attention: Christian Storch, Vice President and Chief Financial Officer

Project Celtics
Amended and Restated Commitment Letter

Ladies and Gentlemen:

Altra Industrial Motion Corp., a Delaware corporation (“ you ” or “ Ainge ”), has advised Goldman Sachs Bank USA (“ GS ”), JPMorgan Chase Bank, N.A. (acting for itself or performing its responsibilities hereunder through its affiliate, J.P. Morgan Securities LLC, “ JPMCB ”), Wells Fargo Securities, LLC (“ WFS ”), Wells Fargo Bank, National Association (“ Wells ”), Citigroup Global Markets Inc. (“ CGMI ”, on behalf of Citi (as defined below)), UBS Securities LLC (“ UBSS ”), UBS AG, Stamford Branch (“ UBS ”), HSBC Securities (USA) Inc. (“ HSI ”), HSBC Bank USA, National Association (“ HSBC Bank ”), MUFG (as defined below), BMO Harris Bank N.A. (“ BMO Harris ”), Bank of Montreal (“ Bank of Montreal ”), BMO Capital Markets Corp. (“ BMOCM ” and together with BMO Harris, and Bank of Montreal, “ BMO ”), Citizens Bank, N.A. (“ Citizens ”), Royal Bank of Canada (acting through such of its affiliates or branches as it deems appropriate, “ Royal Bank ”), RBC Capital Markets ¹ (“ RBCCM ”) , The Toronto-Dominion Bank, New York Branch (“ TDNY ”), TD Securities (USA) LLC (“ TD Securities ”), TD Bank, N.A. (“ TD Bank ”) and U.S. Bank National Association (“ US Bank ” and, together with GS, JPMCB, WFS, Wells, Citi, UBSS, UBS, HSI, HSBC Bank, MUFG, BMO, Citizens, Royal Bank, RBCCM, TDNY, TD Securities and TD Bank, the “ Commitment Parties ”, “ we ” or “ us ”) that Ainge desires to consummate the Transactions (as defined in Exhibit A hereto (such exhibit, the “ Transactions Description ”)). This Amended and Restated Commitment Letter amends, restates and supersedes in its entirety that certain commitment letter, dated as of March 7, 2018, between GS and you (the “ Original Commitment Letter ”), and from and after the effectiveness of this A&R Commitment Letter such Original Commitment Letter shall be of no further force or effect. Capitalized terms used in this letter agreement but not defined herein shall have the meanings given to them in the Exhibits (as defined below) hereto.

For purposes of this A&R Commitment Letter (as defined below), “Citi” shall mean CGMI, Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as any of them shall determine to be appropriate to provide the services contemplated herein. It is understood and agreed that CGMI is entering into this letter for and on behalf of Citi. In addition, for purposes hereof, “ MUFG ” means MUFG Union Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., MUFG Securities Americas Inc. and/or any of their affiliates as MUFG shall determine to be appropriate to provide the services contemplated herein.

Upon the terms and subject only to the conditions described in this letter agreement and the attached Exhibit A, Exhibit B and Exhibit C (collectively, the “ Exhibits ” and, together with this letter agreement, this “ A&R Commitment Letter ”), (i) GS is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $405,000,000 of the Ainge Term Loan B Facility; JPMCB is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $135,000,000 of the Ainge Term Loan B Facility; Wells is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $135,000,000 of the Ainge Term Loan B Facility; Citi is

¹	RBC Capital Markets is a brand name for the capital markets business of Royal Bank of Canada and its affiliates.

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pleased to inform you of its several, but not joint, commitment to provide an amount equal to $135,000,000 of the Ainge Term Loan B Facility; UBS is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $100,000,000 of the Ainge Term Loan B Facility; HSBC Bank is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $100,000,000 of the Ainge Term Loan B Facility; MUFG is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $100,000,000 of the Ainge Term Loan B Facility; Bank of Montreal is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $50,000,000 of the Ainge Term Loan B Facility; Citizens is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $50,000,000 of the Ainge Term Loan B Facility; Royal Bank is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $50,000,000 o f the Ainge Term Loan B Fac ility ; TDNY is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $ 50,000,000 of the Ainge Term Loan B Facility and US Bank is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $ 30,000,000 of the Ainge Term Loan B Facility ( each of GS, JPMCB, Wells, Citi, UBS , HSBC Bank, MUFG, Bank of Montreal , Citizens, R oyal Bank , TDNY and US Bank , in such capacity an “ Initial Term Loan B Lender ” and, collectively, the “ Initial Term Loan B Lenders ” ) ; and (ii) GS is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $30,000,000 of the Revolving Credit Facility; JPMCB is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $30,000,000 of the Revolving Credit Facility; Wells is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $30,000,000 of the Revolving Credit Facility; Citi is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $30,000,000 of the Revolving Credit Facility; UBS is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $30,000,000 of the Revolving Credit Facility; HSBC Bank is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $25,000,000 of the Revolving Credit Facility; MUFG is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $25,000,000 of the Revolving Credit Facility; BMO Harris is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $21,250,000 of the Revolving Credit Facility; Citizens is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $21,250,000 of the Revolving Credit Facility; Royal Bank is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $21,250,000 of the Revolving Credit Facility; TD Bank is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $21,250,000 of the Revolving Credit Facility and US Bank is pleased to inform you of its several, but not joint, commitment to provide an amount equal to $15,000,000 of the Revolving Credit Facility (each of GS, JPMCB, Wells, Citi, UBS, HSBC Bank, MUFG, BMO Harris , Citizens, Royal Bank, TD Bank and US Bank , in such capacity an “ Initial Revolving Lender ” and, collectively, the “ Initial Revolving Lenders ” and, together with the Initial Term Loan B Lenders, the “ Initial Lender s ”) .

Section 1. Title and Roles .

You hereby appoint (i)(a) each of GS, JPMCB and WFS to act, and each of GS, JPMCB and WFS hereby agrees to act, as a joint bookrunner and a joint lead arranger with respect to the Ainge Facilities and (b) each of Citi, UBSS, HSI, MUFG, BMOCM, Citizens, RBCCM, TD Securities and US Bank to act, and each of Citi, UBSS, HSI, MUFG, BMOCM, Citizens, RBCCM, TD Securities and US Bank hereby agrees to act, as a co-manager with respect to the Ainge Facilities (each of the entities referenced in clauses (i)(a) and (b) in such capacity, an “ Arranger ” and, collectively in such capacities, the “ Arrangers ”) and (ii) JPMCB to act, and JPMCB hereby agrees to act, as administrative and collateral agent with respect to the Ainge Facilities, in each case upon the terms and subject to the conditions described in this A&R Commitment Letter. You agree that no additional agents, co-agents, bookrunners, lead arrangers or co-managers will be appointed, or other titles conferred, and no compensation (other than that expressly contemplated by this A&R Commitment Letter and the A&R Fee Letter referred to below) will be paid to any other person in order to obtain commitments to the Ainge Facilities unless you and the Commitment Parties as of the date hereof shall so agree. GS will have primary authority for

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managing the syndication of the Ainge Facilities and GS shall have “left side” placement in any and all marketing materials or other documentation used in connection with the Ainge Facilities and shall hold the leading role and responsibilities conventionally associated with such “left” placement. The other Arrangers shall have “right side” placement (consistent with the ordering of such Arrangers in this A&R Commitment Letter) in any and all marketing materials or other documentation used in connection with the Ainge Facilities and shall hold the roles and responsibilities conventiona lly associated with such “right” placement.

Section 2. Syndication .

The Commitment Parties reserve the right, prior to and/or after the execution of the definitive documentation (including any security agreements, ancillary agreements, certificates or other documents delivered in connection therewith) with respect to the Ainge Facilities (collectively, the “ Operative Documents ”), to syndicate all or a portion of their commitments under the Ainge Facilities to one or more other banks, financial institutions, investors and other lenders identified by us in consultation with you and subject to your consent (such consent not to be unreasonably withheld, conditioned or delayed) (the lenders providing the Ainge Facilities, together with the Initial Lenders, are collectively referred to herein as the “ Lenders ”). Subject to the foregoing and the last sentence of Section 1, GS will manage all aspects of the syndication of the Ainge Facilities in consultation with Ainge, including the timing of the commencement of syndication efforts, the timing of all offers to potential Lenders, the determination of all amounts offered to potential Lenders, the selection of Lenders and the allocation of commitments among the Lenders ( provided that the date on which the TLB Allocation Date (as defined in the A&R Fee Letter) occurs shall be selected by Ainge in its sole discretion).

Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that our commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Ainge Facilities and in no event shall the commencement or successful completion of syndication of the Ainge Facilities, nor the obligation to assist with syndication efforts as set forth herein, constitute a condition to the commitment hereunder or the funding of the Ainge Facilities on the Closing Date (as defined below). The Arrangers may commence syndication efforts promptly upon the execution of this A&R Commitment Letter and as part of their syndication efforts it is the Arrangers’ intent to have Lenders commit to the Ainge Facilities prior to the Closing Date. Until the earlier of (i) the 60 ^th day following the date of the consummation of the Acquisition and the initial funding under any of the Ainge Facilities (the date of such consummation and funding, the “ Closing Date ”) and (ii) the date upon which a Successful Syndication (as defined in the A&R Fee Letter) is achieved (such earlier date, the “ Syndication Date ”), Ainge hereby agrees to use its commercially reasonable efforts to assist, and use its commercially reasonable efforts to cause the Spinco Parent (as defined in Exhibit A hereto) and the Acquired Business to assist, us in achieving a syndication that is reasonably satisfactory to us. Ainge’s assistance in achieving such syndication shall include but not be limited to: (i) making appropriate members of the senior management, representatives and advisors of Ainge (and using your commercially reasonable efforts to make appropriate members of the senior management, representatives and advisors of the Acquired Business) available to participate in informational meetings with potential Lenders and/or ratings agencies at such reasonable times and reasonable places as the Arrangers may reasonably request and upon reasonable notice; (ii) using your commercially reasonable efforts to ensure that the syndication efforts benefit from the existing lending relationships of Ainge (and, to the extent practical and appropriate, of the Acquired Business); (iii) assisting (including, using your commercially reasonable efforts to cause your affiliates and advisors, and the Acquired Business and its affiliates and advisors, to assist) in the preparation (and/or providing to us) of a customary confidential information memorandum for each Ainge Facility, other customary marketing materials and any other information reasonably requested by the Arrangers with respect to Ainge and its subsidiaries, the Acquired Business or the Transactions in connection with the syndication (collectively, the “ Company Materials ”) and using your

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commercially reasonable efforts to ensure that the Arrangers shall have received no later than 20 business days prior to the Closing Date all necessary information to complete the confidential information memorandum (including executed customary authorization letters in respect thereof that include a customary “10b-5” representation); (iv) the hosting, with the Arrangers, of a reasonable number of meetings or conference calls of prospective Lenders (and your using commercially reasonable efforts to cause certain officers of the Acquired Business to be available for such meetings) at such reasonable times and reasonable places as the Arrangers may reasonably request and upon reasonable notice and (v) using your commercially reasonable efforts (A) to procure a rating of each of the Ainge Facilities by Moody’s Investors Service, Inc. (“ Moody’s ”) and S&P Global Ratings, a division of S&P Global, Inc. (“ S&P ”), no later than 20 business days prior to the Closing Date (but no specific rating) and (B) to maintain a corporate family rating or corporate rating, as applicable, from each of Moody’s and S&P (but no specific rating). Notwithstanding the foregoing or anything else to the contrary (but without limiting the Exclusive Funding Conditions), it is understood and agreed that you have no obligation hereunder to make available to us any documentation or information (i) subject to confidentiality obligations binding upon you, the Acquired Business or the Spinco Parent (in each case, not entered into in contemplation hereof) or (ii) subject to applicable attorney-client privilege; provided , you will use commercially reasonable efforts to notify us if any material documentation and information is being so withheld and provide a general description of such withheld documentation or information, in each case, to the extent permitted under the applicable obligation of confidentiality or privilege. Without limiting any of the Exclusive Funding Conditions and without limiting your obligations to assist with syndication efforts as set forth herein, (i) none of the foregoing shall constitute a condition to the commitments hereunder or the funding of the Ainge Facilities on the Closing Date , (ii) neither the commencement nor the completion of the syndication of the Ainge Facilities shall constitute a condition to the commitments hereunder or the funding of the Ainge Facilities on the Closing Date and (iii) unless you otherwise agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments under the Ainge Facilities , including all rights with r espect to consents, modifications, waivers and amendments, until the Closing Date has occurred . You hereby authorize the Arrangers to download copies of your trademark logos from your websites and post copies thereof on the Platform (as defined below) established by the Arrangers to syndicate the Ainge Facilities and use the logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the syndication of the Ainge Facilities or in any advertisements to which you consent (such consent not to be unreasonably withheld) that any Arranger may place after the Closing Date in financial and other newspapers and journals, or otherwise, at its own expense describing its services to Ainge hereunder.

You acknowledge that (i) the Arrangers may make available the Company Materials on a confidential basis to potential Lenders by posting the Company Materials on Intralinks, SyndTrak Online, Debtdomain, the internet, email and/or similar electronic transmission systems (the “ Platform ”) and (ii) certain of the potential Lenders may be public side Lenders ( i.e. , Lenders that do not wish to receive material non-public information with respect to you, your subsidiaries, the Acquired Business or any securities of any thereof) (each, a “ Public Lender ”). You agree that (A) at the request of any Arranger, you will assist us in preparing a version of the information package and presentation to be provided to potential Lenders that does not contain any material non-public information concerning you, your subsidiaries, the Acquired Business or any securities of any thereof for purposes of United States federal and state securities laws (any such information, “ MNPI ”, and any information package or presentation that contains MNPI is referred to as “ Private-Side Materials ”); (B) all Company Materials that are Private-Side Materials will be clearly and conspicuously marked “Private, contains Material Non-Public Information” which, at a minimum, will mean that “Private, contains Material Non-Public Information” will appear prominently on the first page thereof; (C) if any Company Materials are not so marked, you will be deemed to have authorized the Arrangers and the proposed Lenders to treat such Company Materials as not containing any MNPI; (D) all Company Materials not marked “Private, contains Material

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Non-Public Information” are permitted to be made available through a portion of the Platform designated “Public Lender” and (E) you shall provide us with customary authorization letters for inclusion in the Company Materials that represent that any Company Materials with respect to Ainge not marked “Private, contains Material Non-Public Information” do not include MNPI with respect to Ainge and exculpate you, us and our respective affiliates with respect to any liability related to the use or misuse of the contents of the Company Materials by the recipients thereof and Spinco shall provide us with customary authorization letters for inclusion in the Company Materials that represent that any Company Materials with respect to the Spinco not marked “Private, contains Material Non-Public Information” do not include MNPI with respect to the Spinco and exculpate you, us and our respective affiliates with respect to any liability related to the use or misuse of the contents of the Company Materials by the recipients thereof. The Arrangers agree to treat any Company Materials that are marked “Private, contains Material Non-Public Information” as being suitable only for posting on a portion of the Platform not designated “Public Lender”. To ensure an orderly and effective syndication of each Ainge Facility, Ainge agrees that, until the Syndication Date, Ainge will not, and will not permit any of its subsidiaries to (and Ainge will use commercially reasonable efforts to not permit the Acquired Business to), syndicate, issue, place, arrange or attempt to syndicate, issue, place or arrange, or announce or authorize the announcement of the syndication, issuance, placement or arrangement of, any debt facility or debt security (including, without limitation, the renewal of any thereof, but excluding the Facilities and the Senior Unsecured Notes ) without the prior written consent of the Arrangers if such syndication, issuance, placement or arrangement could reasonably be expected to impair the primary syndication of the Facilities.

Section 3. Conditions .

The commitments of each Commitment Party hereunder to fund its respective portion of the Ainge Facilities on the Closing Date and the agreements of each of the Arrangers to perform the services described herein are subject solely to the satisfaction (or waiver by each of the Commitment Parties) of the following conditions precedent: (a) since the date of the Acquisition Agreement, there shall not have occurred any Newco Material Adverse Effect (as defined below), and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, would reasonably be expected to have or result in a Newco Material Adverse Effect, (b) subject to the Limited Conditionality Provisions (as defined below), the execution and delivery of the Operative Documents on the terms set forth in this A&R Commitment Letter (it being understood and agreed that each party hereto will negotiate such additional terms in good faith to finalize the Operative Documents) and (c) the satisfaction (or waiver by each of the Commitment Parties) of the other conditions set forth in Exhibit C hereto (clauses (a), (b) and (c) collectively, the “ Exclusive Funding Conditions ”); it being understood that there are no conditions (implied or otherwise) to the commitments hereunder other than the Exclusive Funding Conditions (and upon satisfaction or waiver of the Exclusive Funding Conditions, the initial funding under the Ainge Facilities shall occur). For purposes of this A&R Commitment Letter, “ Newco Material Adverse Effect ” shall have the meaning assigned to “Newco Material Adverse Effect” in the Acquisition Agreement.

Notwithstanding anything set forth in this A&R Commitment Letter, the A&R Fee Letter or the Operative Documents, or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties, the accuracy of which shall be a condition to availability of the Ainge Facilities on the Closing Date, shall be (x) such of the representations and warranties made by or on behalf of Spinco or the Spinco Parent in the Acquisition Agreement as are material to the interests of the Lenders or the Arrangers (in their capacities as such), but only to the extent that you (or any of your affiliates) have the right to terminate your (or its) obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement as a result of a breach of any of such representations and warranties (to such extent, the “ Acquisition Agreement Representations ”) and (y) the Specified Representations (as defined below) made by the Ainge Co-Borrowers and the Guarantors in the Operative Documents and (ii) the terms of the Operative Documents

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shall be in a form such that they do not impair the availability of the Ainge Facilities on the Closing Date if the Exclusive Funding Conditions are satisfied (it being understood that to the extent any Collateral (other than Collateral that may be perfected by (A) the filing of a UCC financing statement or (B) taking delivery and possession of stock (or other equity interest) certificates and related stock powers executed in blank with respect to the equity interests of the Ainge Co-Borrowers (other than Ainge) ) cannot be delivered or a security interest therein cannot be created or perfected on the Closing Date after your use of commercially reasonable efforts to do so, then the creation and/or perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the Ainge Facilities on the Closing Date but, instead, may be accomplished at any time prior to the date that is 90 days after the Closing Date (with extensions available in the Agent’s reasonable discretion). For purposes hereof, “ Specified Representations ” means the representations and warranties set forth in the Operative Documents (with respect to the Ainge Co-Borrowers and their respective direct and indirect subsidiaries) relating to the legal existence of the Ainge Co-Borrowers and the Guarantors; power and authority, due authorization, execution, delivery and validity, in each case, related to the entering into, borrowing under, guaranteeing under, performance of, and granting of security interests in the Collateral by the Ainge Co-Borrowers and each Guarantor pursuant to, the Operative Documents (in each case, subject to the parenthetical in the immediately preceding sentence beginning “it being understood”); the enforceability of the Operative Documents against the Ainge Co-Borrowers and each Guarantor; the execution and performance of the Operative Documents by the Ainge Co-Borrowers and each Guarantor not conflicting with or violating any Ainge Co-Borrower’s or any Guarantor’s organizational documents; Federal Reserve margin regulations; the Investment Company Act of 1940, as amended; solvency of Ainge and its subsidiaries on a consolidated basis as of the Closing Date (after giving effect to the Direct Sales (as defined in the Acquisition Agreement) , but immediately prior to the Merger); solvency of Ainge and its subsidiaries on a consolidated basis as of the Closing Date (after giving effect to the Transactions); USA PATRIOT Act; use of the proceeds of the Ainge Facilities not violating laws applicable to sanctioned persons and laws and regulations promulgated by OFAC, anti-money laundering laws or the Foreign Corrupt Practices Act; and, subject to the parenthetical beginning “it being understood” appearing in the preceding sentence, the creation, validity, perfection and priority (subject to customary permitted liens to be agreed) of the security interests granted in the Collateral. The provisions of this paragraph are referred to as the “ Limited Conditionality Provisions ”. Without limiting the conditions precedent provided herein for availability of the Ainge Facilities on the Closing Date , the Arrangers will cooperate with you as reasonably requested in coordinating the timing and procedures for the funding of the Ainge Facilities in a manner consistent with the Acquisition Agreement.

Section 4. Commitment Termination .

Each Commitment Party’s commitment hereunder and the other obligations set forth in this A&R Commitment Letter will terminate on the earliest of: (a) the consummation of the Acquisition with or without the funding of any of the Ainge Facilities; (b) the End Date (as defined in, and as it may be extended pursuant to, Section 8.1(b) of the Acquisition Agreement (as such Section 8.1(b) is in effect on the date hereof)); and (c) the date the Acquisition Agreement is terminated.

Section 5. Fees .

As consideration for our commitments and other obligations hereunder and our agreement to perform the services described herein, you agree to pay (or to cause to be paid) to us the fees set forth in this A&R Commitment Letter and in the Amended and Restated Fee Letter dated the date hereof among the parties hereto (such fee letter, as further amended, amended and restated, supplemented or otherwise modified, the “ A&R Fee Letter ”). The terms of the A&R Fee Letter are an integral part of our commitments and other obligations hereunder and our agreement to perform the services described herein and constitute part of this A&R Commitment Letter for all purposes hereof. Each of the fees

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described in this A&R Commitment Letter and the A&R Fee Letter shall be nonrefundable when paid except as expressly agreed .

Section 6. Indemnification .

Ainge shall indemnify and hold harmless each Commitment Party, its affiliates, and each Commitment Party’s and such affiliates’ respective directors, officers, employees, agents, trustees, representatives, attorneys and advisors and their respective successors and permitted assigns (each, an “ Indemnified Person ”) from and against any and all claims (including, without limitation, shareholder actions), damages, losses, liabilities and expenses (including, without limitation, reasonable and documented out-of-pocket fees and disbursements of one primary counsel for the Indemnified Persons, one additional counsel to each group of similarly situated Indemnified Persons as required due to actual or reasonably perceived conflicts of interest and local counsel in each material jurisdiction, as necessary), that may be incurred by or asserted or awarded against any Indemnified Person (including, without limitation, in connection with or relating to any investigation, litigation or proceeding or the preparation of a defense in connection therewith), in each case arising out of or in connection with or by reason of this A&R Commitment Letter, the A&R Fee Letter, the Original Commitment Letter, the Original Fee Letter (as defined in the A&R Fee Letter) or the Operative Documents, the Transactions or the transactions contemplated hereby or thereby or any use of the proceeds thereof (any of the foregoing, a “ Proceeding ”), except to the extent such claim, damage, loss, liability or expense is (i) found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s (or such Indemnified Person’s directors’, officers’, employees’, agents’, trustees’, representatives’, attorneys’, consultants’ or advisors’) bad faith, gross negligence or willful misconduct or material breach of this A&R Commitment Letter or (ii) the result of any Proceeding that is not the result of an act or omission by you or any of your affiliates (or Spinco or any of its affiliates) and that is brought by an Indemnified Person against any other Indemnified Person (other than any claims against any Commitment Party in its capacity or in fulfilling its role as Arranger, administrative agent, collateral agent or any similar role under any of the Ainge Facilities). In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Ainge, any of its affiliates, security holders or creditors, an Indemnified Person or any other person, or an Indemnified Person is otherwise a party thereto and whether or not the Transactions are consummated.

In no event shall any party hereto be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings); provided that nothing contained in this paragraph shall limit your indemnity and reimbursement obligations for such damages awarded to third parties to the extent set forth in the immediately preceding paragraph. The commitments and obligations of the Commitment Parties hereunder and under the A&R Fee Letter are several and not joint, and no Commitment Party shall be liable on any theory of liability to you or any other person for the actions or omissions of any other Commitment Party.

You agree that, without our prior written consent, neither you nor any of your subsidiaries will settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought under the indemnification provision of this A&R Commitment Letter (whether or not we or any other Indemnified Person is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action or proceeding and does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnified Person.

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Ainge acknowledge s that information and other materials relative to the Operative Documents and the Transactions may be transmitted through the Platform. No Indemnified Person will be liable to Ainge or any of its affiliates or any of its security holders or creditors for any damages arising from the use by unauthorized persons of information or other materials sent through the Platform that are intercepted by such persons, except to the extent such liability is determined by a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s bad faith, gross negligence or willful misconduct.

Section 7. Costs and Expenses .

Ainge shall pay, or reimburse the Commitment Parties on demand for, all reasonable and documented out-of-pocket costs and expenses incurred by the Commitment Parties in connection with the Ainge Facilities, the Transactions and the preparation, negotiation, execution and delivery of this A&R Commitment Letter, the A&R Fee Letter, the Original Commitment Letter, the Original Fee Letter (as defined in the A&R Fee Letter) and the Operative Documents, including, without limitation, the reasonable fees, disbursements and other charges of one primary counsel, one additional counsel to each group of similarly situated persons as required due to actual or reasonably perceived conflicts of interest and local counsel in each material jurisdiction, as necessary, regardless of whether any of the transactions contemplated hereby is consummated. Ainge shall also pay all reasonable and documented out-of-pocket costs and expenses of the Commitment Parties (including, without limitation, the reasonable fees, disbursements and other charges of one primary counsel, one additional counsel to each group of similarly situated persons as required due to actual or reasonably perceived conflicts of interest and local counsel in each material jurisdiction, as necessary) incurred by the Commitment Parties in connection with the enforcement of any of their rights and remedies hereunder.

Section 8. Confidentiality .

Ainge agrees that this A&R Commitment Letter, the Original Commitment Letter, the A&R Fee Letter and the Original Fee Letter (as defined in the A&R Fee Letter) are for its confidential use only and that neither their existence nor the terms hereof or thereof will be disclosed by it to any person other than its subsidiaries and the officers, directors, employees, managers, members, partners, accountants, attorneys and other advisors of Ainge and its subsidiaries (the “ Borrower Representatives ”), and then only on a confidential and “need to know” basis in connection with the transactions contemplated hereby; provided, however , that Ainge may disclose this A&R Commitment Letter and the Original Commitment Letter and the contents hereof and thereof: (a) (i) as may be compelled or requested in a judicial or administrative proceeding, action or process or pursuant to the order or request of any court or administrative agency or upon the request or demand of any regulatory authority, (ii) as otherwise required by applicable law, regulation or governmental request or (iii) in any required (as reasonably determined by Ainge) filings with the Securities and Exchange Commission and to the extent required by applicable regulatory authorities or stock exchanges (but, in the case of this clause (iii), not the A&R Fee Letter or the Original Fee Letter or the contents thereof, except as part of generic disclosure of aggregate sources and uses with respect to the Transactions); (b) to Moody’s or S&P in connection with obtaining a rating of the Ainge Facilities (but not the A&R Fee Letter or the Original Fee Letter or the contents thereof, except as part of generic disclosure of aggregate sources and uses with respect to the Transactions); (c) to the Spinco Parent, the Acquired Business and their respective subsidiaries and controlling persons and the officers, directors, employees, managers, members, partners, accountants, attorneys and other advisors of any of the foregoing who are directly involved in the consideration of this matter (together with an unredacted copy of the A&R Fee Letter), in each case on a confidential and “need to know” basis in connection with the transactions contemplated hereby; (d) in syndication or other marketing materials relating to the Ainge Facilities (but not the A&R Fee Letter or the Original Fee Letter or the contents thereof, except as part of generic disclosure of aggregate sources and uses with respect to

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the Transactions); (e) on a confidential basis, to any prospective or actual agent (and any agent, advisor or affiliate thereof) that may be appointed in accordance with Section 1 hereof; (f) to Ainge and its affiliates’ accountants for customary audit or accounting purposes , (g) in connection with the exercise of any rights or remedies or ( h ) with our prior written consent. Ainge further agrees that, to the extent the Spinco A&R Commitment Letter , the Spinco A&R Fee Letter , the Commitment Letter dated as of March 7, 2018, between GS and Spinco (the “ Spinco Original Commitment Letter ”) or the Fee Letter dated as of March 7, 2018, between GS and Spinco (the “ Spinco Original Fee Letter ”) are disclosed to it or any Borrower Representatives, neither Ainge nor any Borrower Representative will further disclose the Spinco A&R Commitment Letter, the Spinco A&R Fee Letter , the Spinco Original Commitment Letter or the Spinco Original Fee Letter or any of the terms thereof, except and only to the extent Ainge is permitted to disclose the applicable document (or the terms thereof) under the proviso to the preceding sentence (determined by substituting each reference in said proviso to (i) ‘ A&R Commitment Letter ’ with ‘Spinco A&R Commitment Letter’ or ‘Spinco Original Commitment Letter’, as applicable and (ii) ‘ A&R Fee Letter ’ with ‘Spinco A&R Fee Letter ’ or ‘ Spinco Original Fee Letter ’ , as applicable ). Your obligations under this paragraph shall automatically terminate on the earlier of (x) the date occurring 24 months after the date hereof and (y) the date that is 12 months after the termination of this A&R Commitment Letter in accordance with its terms.

Each Commitment Party, on behalf of itself and its affiliates, agrees that it will use all confidential information provided to it or its affiliates by or on behalf of you hereunder or under the Original Commitment Letter solely for the purpose of providing the services which are the subject of this A&R Commitment Letter and the Spinco A&R Commitment Letter and shall treat confidentially all such information; provided that nothing herein shall prevent any Commitment Party from disclosing any such information (a) pursuant to the order of any court or administrative agency or otherwise as required by applicable law or regulation or as requested by a governmental authority (in which case such Commitment Party, to the extent permitted by law and except with respect to any audit or examination conducted by bank accountants or any governmental bank authority exercising examination or regulatory authority, agrees to inform you promptly thereof), (b) upon the request or demand of any regulatory authority having jurisdiction over such Commitment Party or any of its affiliates, (c) to the extent that such information becomes publicly available other than by reason of disclosure by any Commitment Party in violation of this paragraph, (d) to the extent that such information is received by any Commitment Party from a third party that is not, in each case to such Commitment Party’s knowledge, (i) in such third party’s possession illegally or as a result of a violation of this paragraph or (ii) subject to confidentiality obligations to you, your subsidiaries, the Acquired Business or the Spinco Parent or any of your or their respective subsidiaries, (e) to the extent that such information is independently developed by any Commitment Party, (f) to any of the Commitment Parties’ affiliates and any of their respective employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Facilities and are informed of the confidential nature of such information, (g) to prospective Lenders, participants or assignees of obligations under the Facilities, in each case who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph), (h) to Moody’s or S&P in connection with obtaining a rating of the Facilities in consultation and coordination with you, (i) for the purposes of establishing any appropriate defense or in connection with the exercise of any rights or remedies or (j) to service providers to the Arrangers and the Lenders in connection with the administration and management of the Ainge Facilities and, after the Closing Date, to market data collectors and similar services providers to the lending industry; provided that such information is limited to the existence of this A&R Commitment Letter and the Ainge Facilities and the terms of the Ainge Facilities customarily provided to such service providers. The Commitment Parties’ obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the Operative Documents upon the execution and delivery thereof and, in the event the Operative Documents have not been executed and delivered, shall expire on the date occurring 24 months after the date hereof.

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You acknowledge that neither any of the Commitment Parties nor any of their affiliates provide accounting, tax or legal advice. You further acknowledge that the Commitment Parties and their affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other persons in respect of which you, the Spinco Parent, the Acquired Business and your and their respective affiliates may have conflicting interests regarding the transactions described herein and otherwise. You also acknowledge that none of the Commitment Parties or their affiliates has any obligation to use in connection with the transactions contemplated by this A&R Commitment Letter , or to furnish to you, confidential information obtained by them from other persons. As you know, the Commitment Parties are full service securities firms engaged, either directly or through their affiliates, in various activities, including securities trading, commodities trading, investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Commitment Parties and their respective affiliates actively engage in commodities trading or trade the debt and equity securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of Ainge, Spinco and other companies which may be the subject of the arrangements contemplated by this A&R Commitment Letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. The Commitment Parties or their affiliates also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you, the Acquired Business or other companies which may be the subject of the arrangements contemplated by this A&R Commitment Letter or engage in commodities trading with any thereof.

In addition, the parties hereto acknowledge that Ainge has retained GS (or certain affiliates of GS) and the Spinco Parent has retained UBSS (or certain affiliates of UBSS), in each case as financial advisor (in such capacity, each a “ Financial Advisor ”) in connection with the Acquisition. The parties hereto agree not to assert any claim that could be alleged based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of the Financial Advisors and, on the other hand, the relationship of each Financial Advisor and its affiliates with you as described and referred to herein.

Section 9. Representations and Warranties .

Ainge represents and warrants (which representation and warranty, in the case of any information relating to the Acquired Business prior to the Acquisition, is to the best of Ainge’s knowledge) that all written information, other than Projections (as defined below), other forward-looking information and information of a general economic or industry-specific nature, that has been or will hereafter be made available to any of the Commitment Parties, any Lender or any potential Lender by or on behalf of Ainge or any of its representatives (the “ Information ”) is and will be, when furnished, true and correct in all material respects and does not and will not, taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were or are made (after giving effect to all supplements and updates thereto provided prior to the earlier of the Closing Date and the Syndication Date) and all financial projections, if any, that have been or will be prepared by or on behalf of Ainge or any of its representatives and made available to any of the Commitment Parties, any Lender or any potential Lender (the “ Projections ”) have been or will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time made available (it being understood that such Projections are as to future events and are not to be viewed as facts, that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and that such differences may be material, that such Projections are subject to significant uncertainties and contingencies many of which are beyond your control, and that

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no assurance can be given that the projected results will be realized). If, at any time from the date hereof until the later of the Closing Date and the Syndication Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information or Projections were being furnished, and such representations and warranties were being made, at such time, then you agree to (or, prior to the Closing Date, with respect to Information and Projections relating the Acquired Business, use your commercially reasonable efforts to) promptly supplement the Information and/or Projections so that the representations and warranties contained in this paragraph remain true and correct in all material respects under those circumstances. For the avoidance of doubt, the accuracy of the representations and warranties in this Section 9, in and of itself, shall not be a condition to the obligations of the Commitment Parties hereunder or the funding of the Ainge Facilities.

In arranging and syndicating the Ainge Facilities, the Commitment Parties will be entitled to use, and to rely on the representations and warranties in the preceding paragraph relating to, any information furnished to us by or on behalf of Ainge and its affiliates without responsibility for independent verification thereof.

Section 10. Assignments .

Ainge may not assign or delegate any of its rights or obligations under this A&R Commitment Letter or the A&R Fee Letter without our prior written consent, and any attempted assignment without such consent shall be null and void. No Commitment Party may assign or delegate any of its rights or obligations under this A&R Commitment Letter or its commitment hereunder (except to one or more of its affiliates, including, for the avoidance of doubt, any such assignment by GS to Goldman Sachs Lending Partners LLC) other than as expressly permitted hereunder without Ainge’s prior written consent.

Section 11. Amendments .

Neither this A&R Commitment Letter nor the A&R Fee Letter may be amended or any provision hereof waived or modified except by an instrument in writing signed by each party hereto or thereto, as applicable.

Section 12. Governing Law, Etc .

This A&R Commitment Letter (and any claim, controversy or dispute arising under or related to any of the foregoing, whether based on contract, tort or otherwise) shall be governed by, and construed in accordance with, the law of the State of New York, without giving effect to any conflicts of law principles which would result in the application of the laws of another state; provided, however , that (i) the interpretation of the definition of Newco Material Adverse Effect (and whether a Newco Material Adverse Effect has occurred) for purposes of the condition in clause (a) of the first sentence of Section 3 above relating to the occurrence of a Newco Material Adverse Effect and (ii) the determination of the accuracy of any Acquisition Agreement Representations and whether as a result of any inaccuracy thereof you (or any of your affiliates) have the right to terminate your (or its) obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement, in each case shall be governed by, and construed in accordance with, the laws of the State of Delaware.

Each party hereto irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this A&R Commitment Letter, the A&R Fee Letter, the Operative Documents, the transactions contemplated hereby or thereby or the actions of the parties hereto or any of their affiliates in the

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negotiation, performance or enforcement of this A&R Commitment Letter , the A&R Fee Letter or the Operative Documents.

Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this A&R Commitment Letter, the A&R Fee Letter, the Operative Documents, the transactions contemplated hereby or thereby or the actions of the parties hereto or thereto or any of their affiliates in the negotiation, performance or enforcement of this A&R Commitment Letter, the A&R Fee Letter or the Operative Documents, and agrees that all claims in respect of any such action or proceeding shall be brought, heard and determined only in such New York State court or, to the extent permitted by law, in such federal court. Service of any process, summons, notice or document by registered mail addressed to any such party shall be effective service of process against such person for any suit, action or proceeding brought in any such court. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction such party is or may be subject by suit upon judgment.

Each of the parties hereto agrees that, (i) this A&R Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Operative Documents by the parties hereto in a manner consistent with this A&R Commitment Letter, it being acknowledged and agreed that the funding of the Ainge Facilities is subject to the Exclusive Funding Conditions and (ii) the A&R Fee Letter is a binding and enforceable agreement of the parties thereto with respect to the subject matter set forth therein.

Section 13. Payments .

All payments under this A&R Commitment Letter and the A&R Fee Letter will, except as otherwise provided herein, be made in U.S. Dollars in New York, New York.

To the fullest extent permitted by law, Ainge will make all payments under this A&R Commitment Letter and the A&R Fee Letter regardless of any defense or counterclaim, including, without limitation, any defense or counterclaim based on any law, rule or policy which is now or hereafter promulgated by any governmental authority or regulatory body and which may adversely affect Ainge’s obligation to make, or the right of the Commitment Parties to receive, such payments.

Section 14. Miscellaneous .

This A&R Commitment Letter and the A&R Fee Letter contain the entire agreement between the parties relating to the subject matter hereof and supersede all oral statements and prior writings with respect thereto. Section headings herein are for convenience only and are not a part of this A&R Commitment Letter. This A&R Commitment Letter and the A&R Fee Letter are solely for the benefit of the parties hereto and thereto (and Indemnified Persons, to the extent set forth in Section 6), and no other person shall acquire or have any rights under or by virtue of this A&R Commitment Letter or the A&R Fee Letter. This A&R Commitment Letter is not intended to create a fiduciary relationship among the parties hereto, and Ainge waives, to the fullest extent permitted by law, any claims it may have against any of the Commitment Parties or any of their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the transactions contemplated by this A&R Commitment Letter and agree that none of the Commitment Parties or any of their affiliates shall have any liability (whether direct or indirect) to Ainge or any of its affiliates in respect of such a fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of or in right of Ainge or any of its affiliates.

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Any and all services to be provided by any of the Commitment Parties hereunder may be performed, and any and all rights of any of the Commitment Parties hereunder may be exercised, by or through any of such Commitment Party’s affiliates and branches, and, in connection with the provision of such services, each Commitment Party may exchange with such affiliates and branches information concerning Ainge or any of its affiliates and the other companies that may be the subject of the transactions contemplated by this A&R Commitment Letter and, to the extent so employed, such affiliates and branches shall be entitled to the benefits afforded to the Commitment Parties hereunder, subject to the confidentiality provisions herein.

The indemnification, compensation (if applicable), reimbursement, sharing of information, absence of fiduciary relationships, jurisdiction, governing law, venue, service of process, waiver of jury trial, syndication, market flex and confidentiality provisions (except to the extent expressly set forth herein) contained herein and in the A&R Fee Letter shall remain in full force and effect regardless of whether the Operative Documents shall be executed and delivered and notwithstanding the termination or expiration of this A&R Commitment Letter or the Commitment Parties’ commitments hereunder; provided that your obligations under this A&R Commitment Letter (other than your obligations with respect to (a) assistance to be provided in connection with the syndication thereof (including supplementing and/or correcting Information and Projections) prior to the Syndication Date and (b) confidentiality) shall automatically terminate and be superseded by the provisions of the Operative Documents upon the initial funding thereunder, in each case solely to the extent covered thereby with retroactive application to the date hereof. You shall have the right to terminate this A&R Commitment Letter and the commitments of the Initial Lenders hereunder (or any portion thereof pro rata among the Initial Lenders) at any time upon written notice to the Initial Lenders from you, other than with respect to your surviving obligations as set forth above.

We hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “ Patriot Act ”), we and the other Lenders may be required to obtain, verify and record information that identifies each borrower and each guarantor under the Operative Documents, which information includes the name, address and tax identification number and other customary information regarding any such borrower or guarantor that will allow us and the other Lenders to identify any such borrower or guarantor in accordance with the Patriot Act. We and the other Lenders may also request corporate formation documents, or other forms of identification, to verify the information provided. This notice is given in accordance with the requirements of the Patriot Act and is effective as to each Lender. You hereby acknowledge and agree that the Commitment Parties shall be permitted to share any or all such information with the Lenders.

If any term, provision, covenant or restriction contained in this A&R Commitment Letter is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The parties hereto shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

This A&R Commitment Letter may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this A&R Commitment Letter by facsimile or electronic ( e.g. pdf) transmission shall be as effective as delivery of a manually executed counterpart hereof.

If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this A&R Commitment Letter and of the A&R Fee Letter by returning executed counterparts to this A&R Commitment Letter and the A&R Fee Letter to GS at or before 11:59 p.m. (New York City time) on March 28, 2018. If you do not return such executed counterparts prior to

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the date and time provided above, the commitment and other obligations of the Commitment Parties set forth in this A&R Commitment Letter will automatically terminate.

[Signature Pages Follow]

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Very truly yours,


GOLDMAN SACHS BANK USA
By:	/s/ Robert Ehudin
	Name: Robert Ehudin
	Title: Authorized Signatory


WELLS FARGO SECURITIES, LLC
By:	/s/ Scott Yarbrough
	Name: Scott Yarbrough
	Title: Managing Director


WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Robert Storer
	Name: Robert Storer
	Title: Senior Vice President


JPMORGAN CHASE BANK, N.A.
By:	/s/ Peter M. Killea
	Name: Peter M. Killea
	Title: Executive Director


CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Matthew S. Burke
	Name: Matthew S. Burke
	Title: Managing Director


UBS SECURITIES LLC
By:	/s/ Luke Bartolone
	Name: Luke Bartolone
	Title: Executive Director

By:	/s/ Kevin T. Pluff
	Name: Kevin T. Pluff
	Title: Managing Director

[ Signature Page to Ainge A&R Commitment Letter ]

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UBS AG, STAMFORD BRANCH
By:	/s/ Luke Bartolone
	Name: Luke Bartolone
	Title: Executive Director

By:	/s/ Kevin T. Pluff
	Name: Kevin T. Pluff
	Title: Managing Director


CITIZENS BANK, N.A.
By:	/s/ Jacqueline VanDeventer
	Name: Jacqueline VanDeventer
	Title: Managing Director


THE TORONTO–DOMINION BANK, NEW YORK BRANCH
By:	/s/ Pradeep Mehra
	Name: Pradeep Mehra
	Title: Authorized Signatory


TD SECURITIES (USA) LLC
By:	/s/ Marin L. Gagliardi
	Name: Marin L. Gagliardi
	Title: Managing Director


TD BANK, N.A.
By:	/s/ Betty Chang
	Name: Betty Chang
	Title: Senior Vice President


MUFG UNION BANK, N.A.
By:	/s/ James Gorman
	Name: James Gorman
	Title: Managing Director

[ Signature Page to Ainge A&R Commitment Letter ]

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HSBC SECURITIES (USA) INC.
By:	/s/ Guillermo N. Delamer
	Name: Guillermo N. Delamer
	Title: Director


HSBC BANK USA, NATIONAL ASSOCIATION
By:	/s/ Manuel Burgueño
	Name: Manuel Burgueño
	Title: Senior Vice President


U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Kenneth R. Fieler
	Name: Kenneth R. Fieler
	Title: Vice President


BANK OF MONTREAL
By:	/s/ James J. Goll
	Name: James J. Goll
	Title: Managing Director


BMO HARRIS BANK N.A.
By:	/s/ Andrew Berryman
	Name: Andrew Berryman
	Title: Vice President


BMO CAPITAL MARKETS CORP.
By:	/s/ James J. Goll
	Name: James J. Goll
	Title: Managing Director


ROYAL BANK OF CANADA
By:	/s/ James S. Wolfe
	Name: James S. Wolfe
	Title: Managing Director Head of Global Leveraged Finance

[ Signature Page to Ainge A&R Commitment Letter ]

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ACCEPTED and agreed to as of the date
first written above:


ALTRA INDUSTRIAL MOTION CORP.
By:	/s/ Carl R. Christenson
	Name: Carl R. Christenson
	Title: Chief Executive Officer

[ Signature Page to Ainge A&R Commitment Letter ]

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Exhibit A
to
A&R Commitment Letter

Transactions Description

All capitalized terms used herein but not defined herein shall have the meanings provided in the letter agreement to which this Exhibit A is attached or in the other Exhibits to such letter agreement, as applicable. The following transactions are referred to herein collectively as the “ Transactions ”.

Fortive Corporation, a Delaware corporation (the “ Spinco Parent ”), will effectuate the Separation (as defined in the Separation Agreement) of the A&S Business (as defined in the Separation Agreement) from the other businesses of the Spinco Parent, including the Internal Restructuring (as defined in the Separation Agreement) and the Newco Contribution (as defined in the Separation Agreement), pursuant to the Separation and Distribution Agreement, dated as of March 7, 2018, by and among the Spinco Parent, Stevens Holding Company, Inc., a Delaware corporation and wholly owned subsidiary of the Spinco Parent (“ Spinco ”), and Ainge (together with all schedules, exhibits, attachments and annexes thereto, the “ Separation Agreement ”).

Subject to paragraph 3 below, Spinco will borrow senior unsecured increasing rate bridge loans (the “ Senior Unsecured Bridge Loans ”) under a new senior unsecured bridge loan facility (the “ Senior Unsecured Bridge Facility ”) in an aggregate principal amount of up to (i) $400,000,000, less (ii) the amount of gross cash proceeds actually received by Spinco from the issuance of one or more series of senior unsecured notes (collectively, the “ Senior Unsecured Notes ”) in a Rule 144A or other private placement on or prior to the Closing Date and less (iii) the principal amount of any Senior Unsecured Notes issued to the Spinco Parent and then transferred to the Debt Exchange parties in the Debt Exchange), as further described in that certain Amended and Restated Commitment Letter dated the date hereof, among Spinco, GS, UBSS, UBS, CGMI, WFS, Wells, HSI, HSBC Bank, MUFG, Bank of Montreal, BMOCM, Citizens, Royal Bank, RBCCM, TDNY and TD Securities (together with the exhibits attached thereto, the “ Spinco A&R Commitment Letter ”; and the “A&R Fee Letter” referred to therein, the “ Spinco A&R Fee Letter ”).

Pursuant to the Separation Agreement, Spinco will use the proceeds of the Senior Unsecured Notes and/or the Senior Unsecured Bridge Loans (as applicable) for the purpose of (i) making a special cash payment to the Spinco Parent in an amount not to exceed $400,000,000 (the “ Spinco Special Cash Payment ”) and (ii) the payment of fees, costs and expenses in connection with the Transactions. Notwithstanding the foregoing, the Spinco Parent may reduce the size of the Spinco Special Cash Payment by consummating a debt exchange (the “ Debt Exchange ”) whereby up to $250,000,000 aggregate principal amount of the Senior Unsecured Notes will be issued by Spinco to the Spinco Parent and the Spinco Parent will transfer such Senior Unsecured Notes to certain persons (the “ Debt Exchange Parties ”) in exchange for certain debt obligations of the Spinco Parent held by the Debt Exchange Parties as principals for their own account at such time. The Senior Unsecured Bridge Facility and the amount of the Spinco Special Cash Payment will be reduced dollar for dollar by the aggregate principal amount of the Senior Unsecured Notes issued to Spinco Parent and then transferred to the Debt Exchange Parties in the Debt Exchange upon the consummation thereof.

Pursuant to the Separation Agreement, immediately following the Newco Contribution and the payment of the Spinco Special Cash Payment (and, if applicable, the consummation of the Debt Exchange), the Spinco Parent will distribute all of the outstanding shares of Spinco to all or certain of the holders of common stock of the Spinco Parent, pursuant to the Distribution (as defined in the Separation Agreement) (the “ Distribution ”).

A-1

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(i) Ainge will obtain a new senior secured term loan “ B ” credit facility in an aggregate principal amount of up to $1, 3 40,000,000 with the terms set forth in Exhibit B to the A&R Commitment Letter (the “ Ainge Term Loan B Facility ”) and (ii) the Ainge Co-Borrowers will establish a senior secured revolving credit facility in an aggregate principal amount of up to $300,000,000 with the terms set forth in Exhibit B to the A&R Commitment Letter (the “ Revolving Credit Facility ” and, together with the Ainge Term Loan B Facility, the “ Ainge Facilities ”). The Ainge Facilities and the Senior Unsecured Bridge Facility are collectively referred to as the “ Facilities ”.

Ainge will use the proceeds of the Ainge Term Loan B Facility, together with cash on hand at Ainge or its subsidiaries (if necessary), (i) to consummate the Direct Sales (as defined in the Acquisition Agreement (as defined below)), (ii) to repay in full all outstanding indebtedness for borrowed money under that certain Second Amended and Restated Credit Agreement, dated as of October 22, 2015, among Ainge and certain of its subsidiaries, as borrowers, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, amended and restated, supplemented or otherwise modified through the date hereof, the “ Existing Ainge Credit Agreement ”) and (iii) to pay the fees, costs and expenses referred to below (and each of the foregoing will be consummated on the Closing Date).

Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of March 7, 2018, among Ainge, McHale Acquisition Corp., a Delaware corporation and direct wholly-owned subsidiary of Ainge (“ Merger Sub ”), the Spinco Parent and Spinco (together with all schedules, exhibits and annexes thereto, the “ Acquisition Agreement ”), the acquisition (the “ Acquisition ”) by Ainge of 100% of the equity interests of Spinco (together with its subsidiaries, the “ Acquired Business ”) will occur through the merger (the “ Merger ”) of Merger Sub with and into Spinco, with Spinco surviving.

8.	Ainge, Spinco and/or their respective affiliates will pay their respective fees, costs and expenses incurred in connection with the foregoing transactions.

A-2

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Exhibit B
to
A&R Commitment Letter

$1,340,000,000 Senior Secured Term Loan B Facility
$300,000,000 Senior Secured Revolving Credit Facility
Summary of Principal Terms and Conditions

All capitalized terms used herein but not defined herein shall have the meanings provided in the letter agreement to which this Exhibit B is attached or in the other Exhibits to such letter agreement, as applicable.

Borrowers:	(x) With respect to the Ainge Term Loan B Facility (as defined below), Altra Industrial Motion Corp. (“ Ainge ”) and (y) with respect to the Revolving Credit Facility, Ainge, and, at Ainge’s option, Altra Industrial Motion Netherlands B.V., a private limited liability company incorporated under the laws of the Netherlands and an indirect subsidiary of Ainge (the “ Ainge Dutch Borrower ”) and certain other wholly-owned direct and indirect subsidiaries of Ainge to be agreed (Ainge and any such other borrower, each individually, an “ Ainge Co-Borrower ” and collectively, the “ Ainge Co-Borrowers ”).
Administrative Agent and Collateral Agent:	JPMCB will act as sole administrative agent and collateral agent (in such capacities, the “ Agent ”) for a syndicate of banks, financial institutions, investors and other lenders (together with the Initial Lenders, the “ Lenders ”), and will perform the duties customarily associated with such roles.
Arrangers:	GS, JPMCB and WFS will act as joint bookrunners and joint lead arrangers for the Ainge Facilities (as defined below), and will perform the duties customarily associated with such roles.
Co-Managers :	Citi, UBSS, HSI, MUFG, BMOCM, Citizens, RBCCM, TD Securities and US Bank will act as co-managers for the Ainge Facilities (as defined below), and will perform the duties customarily associated with such roles.
Ainge Facilities:	(A) A seven-year senior secured term loan B facility in an aggregate principal amount of up to $1,340,000,000 (the “ Ainge Term Loan B Facility ”).
	(B) A senior secured revolving credit facility in an aggregate principal amount of up to $300,000,000 (the “ Revolving Credit Facility ” and together with the Ainge Term Loan B Facility, the “ Ainge Facilities ”), of which up to an aggregate amount to be agreed upon will be available through a subfacility in the form of standby letters of credit. The Revolving Credit Facility shall be funded in U.S. dollars, Euros, pounds sterling or other currencies to be agreed.

B-1

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	In connection with the Revolving Credit Facility, the Agent (in such capacity, the “ Swingline Lender ”) will make available to domestic Ainge Co-Borrowers a swingline facility under which such Ainge Co-Borrowers may make short-term borrowings in U.S. dollars (on same day notice) of up to an amount to be mutually agreed. Except for purposes of calculating the commitment fee described below, any such swingline borrowings will reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis.
	Each lender under the Revolving Credit Facility shall, promptly upon request by the Swingline Lender, fund to the Swingline Lender its pro rata share of any swingline borrowings.
	The Operative Documents will contain customary defaulting lender provisions, including reallocation provisions to be agreed with respect to swingline borrowings outstanding or to be made when a lender under the Revolving Credit Facility is a Defaulting Lender (to be defined in a manner to be agreed).
Purpose:	(A) The proceeds of the Ainge Term Loan B Facility will be used by Ainge on the Closing Date to consummate the Transactions, including the payment of fees, costs and expenses in connection with the Transactions.
	(B) The proceeds of loans under the Revolving Credit Facility will be used by Ainge from time to time on or after the Closing Date for working capital and general corporate purposes (and not to finance the Transactions on the Closing Date, except to the extent permitted as set forth below under clause (B) under the heading “Availability”).
	(C) Letters of credit will be used solely to support payment obligations incurred in the ordinary course of business by Ainge and its subsidiaries, including replacing or backstopping existing letters of credit outstanding on the Closing Date under the Existing Ainge Credit Agreement.
Letters of Credit:	Letters of credit under the Revolving Credit Facility will be issued by the Agent and any other Lender who agrees to act in such capacity and that is acceptable to Ainge and the Agent (the “ Issuing Bank ”). Each letter of credit shall expire not later than the earlier of (a) 12 months after its date of issuance and (b) the fifth business day prior to the final maturity of the Revolving Credit Facility; provided , however , that any letter of credit may provide for renewal thereof for additional periods of up to 12 months (which in no event shall extend beyond the date referred to in clause (b) above).

B-2

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	Drawings under any letter of credit shall be reimbursed by the applicable Ainge Co-Borrower no later than 12:00 noon on the business day immediately following such drawing. The issuance of all letters of credit shall be subject to the customary policies and procedures of the applicable Issuing Bank applying such policies and procedures in a manner consistent with their treatment of similarly situated borrowers. To the extent the applicable Ainge Co-Borrower does not reimburse the Issuing Bank when required, the Lenders under the Revolving Credit Facility will be irrevocably obligated to reimburse the Issuing Bank pro rata based upon their respective Revolving Credit Facility commitments.
	All letters of credit shall be denominated in U.S. dollars or such additional currencies as may be agreed by the Arrangers and the Ainge Co-Borrowers prior to the Closing Date or the relevant Issuing Bank after the Closing Date. Letters of Credit issued under the Existing Ainge Credit Agreement and outstanding as of the Closing Date will, at Ainge’s option, be deemed to have been issued under the Revolving Credit Facility or back-stopped by a newly-issued letter of credit under the Revolving Credit Facility.
Availability:	(A) The full amount of the Ainge Term Loan B Facility must be drawn in a single drawing on the Closing Date. Amounts borrowed under the Ainge Term Loan B Facility and repaid may not be reborrowed.
	(B) Up to $50,000,000 of loans under the Revolving Credit Facility may be made on the Closing Date to finance the Transactions and an additional amount of loans to be agreed may be made on the Closing Date for working capital and general corporate purposes. Thereafter, loans under the Revolving Credit Facility will be available at any time prior to the final maturity of the Revolving Credit Facility, in minimum principal amounts and upon notice to be agreed upon. Amounts repaid under the Revolving Credit Facility may be reborrowed within the foregoing limits, subject to satisfaction of applicable conditions.
Maturity and Amortization:	(A) The Ainge Term Loan B Facility will mature on the date that is seven years after the Closing Date (the “ TLB Maturity Date ”). The Ainge Term Loan B Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of the Ainge Term Loan B Facility borrowed on the Closing Date.
	All outstanding principal under the Ainge Term Loan B Facility as of the TLB Maturity Date will be due on the TLB Maturity Date.
	(B) The Revolving Credit Facility will mature and the commitments thereunder will terminate on the date that is five years after the Closing Date. The Revolving Credit Facility will not amortize.

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Uncommitted Incremental Facilities:

From time to time, Ainge (and, in the case of a Revolving Credit Facility Increase, the other Ainge Co-Borrowers) shall be entitled on one or more occasions to incur (x) additional term loans (the “ Incremental Term Loans ”) under the Ainge Term Loan B Facility (an “ Incremental Term Increase ”), or (y) a newly established tranche of term “ B ” loans (an “ Incremental Term Facility ”) and/or increase the commitments under the Revolving Credit Facility (any such increase, a “ Revolving Credit Facility Increase ”; the Incremental Term Increases, Incremental Term Facilities and Revolving Credit Facility Increases are collectively referred to herein as “ Incremental Facilities ”), in each case under the Operative Documents and in an aggregate principal amount not to exceed the sum of (A) a fixed amount equal to the greater of (I) 100% of Ainge’s pro forma consolidated Adjusted EBITDA (to be defined in a customary manner, but to include, without limitation, addbacks (or adjustments to consolidated net income) for (i) costs, fees and expenses incurred in connection with the Transactions and (ii) subject to a customary cap of 20% of Adjusted EBITDA, “run rate” synergies, operating expense reductions and other operating improvements and cost savings) for the last four fiscal quarter period ended prior to the Closing Date and (II) 100% of Ainge’s pro forma consolidated Adjusted EBITDA for the four fiscal quarters most recently ended for which financial statements are available at such time plus (B) such other amount, so long as on a pro forma basis after giving effect to the incurrence of any such Incremental Facility (and after giving effect to any acquisition consummated concurrently therewith and all other appropriate pro forma adjustment events and calculated as if any Incremental Facility were fully drawn on the effective date thereof), the senior secured net leverage ratio (to be defined in a manner to be reasonably agreed) is not greater than a ratio equal to Ainge’s senior secured net leverage ratio as of the Closing Date (pro forma for the Transactions); provided that:

(i) no default or event of default exists or would exist after giving effect thereto ( provided that, in the case of any such Incremental Facility used to finance a permitted acquisition and to the extent the lenders participating therein agree, this clause (i) shall be tested only at the time of the execution of the acquisition agreement related to such permitted acquisition),

(ii) the representations and warranties contained in the Operative Documents shall be true and correct in all material respects (or, in all respects, if qualified by materiality) ( provided that, in the case of any such Incremental Facility used to finance a permitted acquisition and to the extent the lenders participating therein agree, this clause (ii) shall be subject only to Specified Representations),

(iii) the loans under any such Incremental Facility shall benefit from the same guarantees as, and be secured on an equal and ratable basis by the same Collateral (as defined below) securing, the Ainge Facilities,

(iv) after giving effect to the incurrence of any Revolving Credit Facility Increase, Ainge shall be in compliance on a pro forma basis with each of the Financial Maintenance Covenants (as defined below), ..

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(v) the loans under any such Incremental Term Increase shall be on the same terms as the Ainge Term Loan B Facility (including voluntary and mandatory prepayment provisions),

(vi) any Revolving Credit Facility Increase shall be implemented as an increase in respect of the Revolving Credit Facility and the loans and commitments under any such Revolving Credit Facility Increase shall be on the same terms applicable to the loans and commitments under the Revolving Credit Facility,

(vii) in the case of an Incremental Term Facility, the “effective yield” on the respective Incremental Term Loans (which shall be deemed to take account of interest rate benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (A) the weighted average life of such Incremental Term Loans and (B) four years) payable to all lenders providing such Incremental Term Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such Incremental Term Loans) may exceed the then “effective yield” on the loans under the Ainge Term Loan B Facility (determined on the same basis as provided in the preceding parenthetical) if the “effective yield” on the loans under the Ainge Term Loan B Facility (determined on the same basis as provided in the second preceding parenthetical) is increased to be not less than 0.50% lower than the “effective yield” on such Incremental Term Loans (all adjustments made pursuant to this clause (vii), the “ MFN Adjustment ”); provided that if any Incremental Term Facility is incurred more than 12 months after the Closing Date, the MFN Adjustment shall not apply,

(viii) in the case of an Incremental Term Facility, the final stated maturity date for the Incremental Term Loans under such Incremental Term Facility may be identical to or later (but not earlier) than the final stated maturity date of the loans under the Ainge Term Loan B Facility,

(ix) in the case of an Incremental Term Facility, the weighted average life to maturity of the Incremental Term Loans under such Incremental Term Facility shall not be shorter than the weighted average life to maturity of the loans under the Ainge Term Loan B Facility,

(x) the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and

(xi) the terms of any Incremental Term Facility (except as otherwise specifically addressed in the foregoing clauses of this provision) shall otherwise be reasonably satisfactory to the Agent.

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Ainge may seek commitments in respect of Incremental Term Increases, Incremental Term Facilities or Revolving Credit Facility Increases from

existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and, subject to the Agent’s consent (not to be unreasonably withheld or delayed), additional banks, financial institutions and other institutional lenders who will become Lenders in connection therewith.

Nothing contained herein or in the A&R Commitment Letter constitutes, or shall be deemed to constitute, a commitment by any person to provide any Incremental Term Increase, Incremental Term Facility or Revolving Credit Facility Increase.

Guarantees:

All obligations of Ainge and each other Ainge Co-Borrower under the Ainge Facilities (in their respective capacities as such) and under any Hedging/Cash Management Arrangements (to be defined) (other than Excluded Swap Obligations (as defined below)) will be unconditionally guaranteed on a joint and several basis and on a senior secured first lien basis (the “ Ainge Guarantees ”) by Ainge and each direct or indirect wholly-owned domestic subsidiary of Ainge (other than, with respect to the obligations of each Ainge Co-Borrower, such Ainge Co-Borrower) (the “ Ainge Guarantors ”), in each case subject to customary exceptions and limitations to be mutually agreed (including, without limitation, exceptions for (i) immaterial subsidiaries (to be defined), (ii) unrestricted subsidiaries, (iii) any subsidiary prohibited by applicable law, rule or regulation or by any contractual obligation existing on the Closing Date from providing the Ainge Guarantees or that would require governmental (including regulatory) consent, approval, license or authorization to provide such Guarantees (unless such consent, approval, license or authorization has been received), (iv) (A) any domestic subsidiary that is a direct or indirect subsidiary of any direct or indirect subsidiary of Ainge that is a controlled foreign corporation (a “ CFC ”) within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended, (B) any subsidiary substantially all of the assets of which are equity interests in one or more subsidiaries of Ainge that are CFCs or other subsidiaries described in this clause (B) (a “ FSHCO ”) and (C) any subsidiary whose provision of a Guarantee would otherwise result in a material adverse tax consequence to Ainge or one of its subsidiaries, as reasonably determined by Ainge (in consultation with the Agent) and (v) any subsidiary where Ainge and the Agent reasonably agree that the cost, burden, difficulty or consequence of providing such a guarantee is excessive in relation to the value afforded thereby). For the avoidance of doubt, no non-U.S. Ainge Co-Borrower will be liable for (or provide any guarantee with respect to) any obligation of a U.S. Ainge Co-Borrower.

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From and after the effective time of the Merger, all obligations of Ainge and each other Ainge Co-Borrower under the Ainge Facilities (in their respective capacities as such) and under any Hedging/Cash Management Arrangements (other than Excluded Swap Obligations (as defined below)) will be unconditionally guaranteed on a joint and several basis and on a senior secured first lien basis (the “ Guarantees ”) by each direct or indirect wholly-owned domestic subsidiary of Ainge (whether owned on the Closing Date or formed or acquired thereafter), including (i) the Ainge Guarantors and (ii) Spinco and each direct or indirect wholly-owned domestic subsidiary of

Spinco (such subsidiaries of Spinco, together with Spinco, the “ Spinco Guarantors ” and together with the Ainge Guarantors, the “ Guarantors ”), in each case subject to customary exceptions and limitations to be mutually agreed (including, without limitation, exceptions for (i) immaterial subsidiaries, (ii) unrestricted subsidiaries, (iii) any subsidiary prohibited by applicable law, rule or regulation or by any contractual obligation existing on the Closing Date (or, if later, on the date such subsidiary is acquired (and in each case not established in anticipation thereof)) from providing the Guarantees or that would require governmental (including regulatory) consent, approval, license or authorization to provide such Guarantees (unless such consent, approval, license or authorization has been received), (iv) (A) any domestic subsidiary that is a direct or indirect subsidiary of any CFC , (B) any FSCHO and (C) any subsidiary whose provision of a Guarantee would otherwise result in a material adverse tax consequence to Ainge or one of its subsidiaries, as reasonably determined by Ainge (in consultation with the Agent) and (v) any subsidiary where Ainge and the Agent reasonably agree that the cost , burden, difficulty or consequence of providing such a guarantee is excessive in relation to the value afforded thereby ) (the Guarantees described in this paragraph, the “ Closing Date Guarantees ”). Ainge and each direct or indirect wholly-owned domestic subsidiary of Ainge required to provide a Guarantee pursuant to this paragraph are collectively referred to as the “ Guarantors ”.

“ Excluded Swap Obligations ” means any obligation of any Guarantor to pay or perform under any agreement, contract, or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act (a “ Swap ”), if, and to the extent that, all or a portion of the guarantee by such Guarantor of, or the grant by such Guarantor or Ainge of a security interest to secure, such Swap (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof).

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Security:	Prior to the effective time of the Merger, all obligations of Ainge and each other Ainge Co-Borrower under the Ainge Facilities, the Ainge Guarantees given by the Ainge Guarantors and any Hedging/Cash Management Arrangements (other than Excluded Swap Obligations) will be secured on a first-priority basis by substantially all the assets of Ainge and each Ainge Guarantor, whether owned on the Closing Date or thereafter acquired (collectively, the “ Ainge Collateral ”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests held by Ainge or any Ainge Guarantor (which pledge, in the case of any foreign subsidiary or FSHCO, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary or FSHCO) and (b) perfected first-priority security interests in, and mortgages on, substantially all tangible and intangible assets of Ainge and each Ainge Guarantor (including but not limited to accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property, material real property (based on a fixed-dollar threshold to be agreed), cash, deposit and securities accounts, commercial tort claims, letter of credit rights, intercompany notes and proceeds of the foregoing), in each case subject to customary exceptions to be mutually agreed (including, without limitation, (i) if Ainge and the Agent reasonably agree that the cost , burden, difficulty or consequence of obtaining or perfecting a security interest is excessive in relation to the value of the security afforded thereby, (ii) no deposit account control agreements or security account control agreements will be required and (iii) no foreign-law governed equity pledges will be required) (the granting of security described in this paragraph, the “ Closing Date Security Grant ”).
	From and after the effective time of the Merger, all obligations of Ainge and each other Ainge Co-Borrower under the Ainge Facilities, the Guarantees given by the Guarantors and any Hedging/Cash Management Arrangements (other than Excluded Swap Obligations) will be secured on a first-priority basis by substantially all the assets of Ainge and each Guarantor, whether owned on the Closing Date or thereafter acquired (collectively, the “ Collateral ”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests held by Ainge or any Guarantor (which pledge, in the case of any foreign subsidiary or FSHCO, shall be limited to 100% of the non-voting equity interests (if any) and 65% of the voting equity interests of such foreign subsidiary or FSHCO) and (b) perfected first-priority security interests in, and mortgages on, substantially all tangible and intangible assets of Ainge and each Guarantor (including but not limited to accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property, material real property, cash, deposit and securities accounts, commercial tort claims, letter of credit rights, intercompany notes and proceeds of the foregoing), in each case subject to customary exceptions to be mutually agreed (including, without limitation, (i) if Ainge and the Agent reasonably agree that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest is excessive in relation to the value of the security afforded thereby, (ii) no deposit account control agreements or security account control agreements will be required and (iii) no foreign-law governed equity pledges will be required).
	All the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, reasonably satisfactory to the Agent and, in the case of real property, by customary items such as satisfactory title insurance and surveys), and none of the Collateral shall be subject to any other liens, subject to customary and limited exceptions to be mutually agreed.

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Mandatory Prepayments:	Loans under the Ainge Term Loan B Facility shall be prepaid with, in each case subject to the application of prepayments provisions described in the following paragraph, (a) beginning with the first full fiscal year following the Closing Date, 50% of Ainge’s consolidated Excess Cash Flow (to be defined in a manner to be mutually agreed), with reductions to 25% and 0% based upon achievement and maintenance of a senior secured net leverage ratio 0.50x and 1.00x less than the Ainge’s senior secured net leverage ratio as of the Closing Date (pro forma for the Transactions), respectively, subject to customary exceptions to be agreed, (b) 100% of the net cash proceeds of all asset sales and other dispositions of property by Ainge and its restricted subsidiaries (including proceeds from the sale of equity securities of any restricted subsidiary and insurance and condemnation proceeds) (subject to exceptions to be agreed upon, and, subject to the right to reinvest proceeds within 12 months, or 18 months with a binding commitment to reinvest within 12 months, after receipt of such proceeds) and (c) 100% of the net cash proceeds of issuances, offerings or placements of debt of Ainge, Spinco and their respective restricted subsidiaries, excluding debt permitted to be incurred under the Operative Documents.
	The above-described mandatory prepayments shall be allocated pro rata among the outstanding loans under the Ainge Term Loan B Facility and once so allocated shall be applied to reduce the remaining scheduled installments of principal under the Ainge Term Loan B Facility.
Voluntary Prepayments/ Reductions in Commitments:	Voluntary prepayments of borrowings under the Ainge Term Loan B Facility and voluntary reductions of the unutilized portion of the Revolving Credit Facility commitments may be made at any time, on three business days’ notice in the case of a prepayment of LIBOR Loans denominated in U.S. dollars, four business days’ notice in the case of a prepayment of LIBOR Loans denominated in a foreign currency or EURIBOR Loans, or one business day’s notice in the case of a prepayment of Base Rate Loans, without premium or penalty (except as otherwise provided below) in minimum principal amounts to be agreed; provided that voluntary prepayments of LIBOR Loans and EURIBOR Loans made on a date other than the last day of an interest period applicable thereto shall be subject to customary breakage costs. Each voluntary prepayment of loans under the Ainge Term Loan B Facility shall be applied to the remaining scheduled installments of principal under the Ainge Term Loan B Facility as directed by Ainge.
	Ainge shall pay a “prepayment premium” in connection with any Repricing Event (as defined below) with respect to all or any portion of the Ainge Term Loan B Facility that occurs on or before the date that is six months after the Closing Date, in an amount equal to 1.00% of the principal amount of the Ainge Term Loan B Facility subject to such Repricing Event.

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	The term “ Repricing Event ” shall mean (i) any voluntary prepayment or repayment (other than scheduled repayments) of the Ainge Term Loan B Facility (or mandatory prepayments thereof resulting from the incurrence of refinancing indebtedness or indebtedness not permitted under the Operative Documents) with the proceeds of any debt and (ii) any amendment to the Operative Documents which reduces the yield applicable to the Ainge Term Loan B Facility and, in either case where the primary purpose (as determined in good faith by the applicable Ainge Co-Borrower) of such prepayment or amendment is to reduce the all-in-yield of the Ainge Term Loan B Facility (it being understood that any prepayment premium with respect to a Repricing Event shall apply to any required assignment by a non-consenting Lender in connection with any such amendment pursuant to so-called yank-a-bank procedures), other than, in the case of each of clauses (i) and (ii), in connection with a change of control or a transformative acquisition (each such term to be defined in a manner to be agreed).
Interest Rates:	At Ainge’s option, loans under the Ainge Facilities may be maintained from time to time as (x) “ Base Rate Loans ” (in the case of loans denominated in U.S. dollars only), which shall bear interest at the Base Rate (or, if greater at any time, the Base Rate Floor, if applicable) in effect from time to time plus the Applicable Margin, (y) with respect to loans denominated in a currency other than Euros, “ LIBOR Loans ”, which shall bear interest at the London interbank offered rate (“ LIBOR ”) for the applicable currency (adjusted for statutory reserve requirements) as determined by the Agent for the respective interest period (or, if greater at any time, the LIBOR Floor, if applicable) plus the Applicable Margin or (z) with respect to loans denominated in Euros, “ EURIBOR Loans ”, which shall bear interest at the rate applicable to Euro deposits in the Euro interbank market (adjusted for statutory reserve requirements) as determined by the Agent for the respective interest period (or, if greater at any time, the EURIBOR Floor, if applicable) plus the Applicable Margin.
	“ Applicable Margin ” shall mean (a) with respect to the Ainge Term Loan B Facility (x) maintained as Base Rate Loans, a percentage per annum equal to 1.75%, and (y) maintained as LIBOR Loans, a percentage per annum equal to 2.75% and (b) with respect to the Revolving Credit Facility (x) maintained as Base Rate Loans, a percentage per annum equal to 1.75%, (y) maintained as LIBOR Loans or EURIBOR Loans, a percentage per annum equal to 2.75%, in each case subject to the following sentence.
	After the delivery of financial statements under the Operative Documents for the first full fiscal quarter following the Closing Date, and so long as no default or event of default has occurred and is continuing, (x) the Applicable Margin for loans under the Ainge Term Loan B Facility shall be subject to one 0.25% step-down based upon achievement and maintenance of a senior secured net leverage ratio to be mutually agreed and (y) the Applicable Margin under the Revolving Credit Facility shall be subject to two 0.25% step-downs based upon achievement and maintenance of senior secured net leverage ratios to be mutually agreed.
	“ Base Rate ” shall mean the highest of (x) the rate that the Agent announces from time to time as its prime lending rate, as in effect from time to time, (y) 1/2 of 1% in excess of the federal funds effective rate, and (z) the London interbank offered rate for U.S. dollars for an interest period of one month (adjusted for statutory reserve requirements) plus 1.00%.
	“ Base Rate Floor ” shall mean 1.00% per annum.
	“ LIBOR Floor ” shall mean 0.00% per annum.
	“ EURIBOR Floor ” shall mean 0.00% per annum.

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	Interest periods of 1, 2, 3 and 6 months or, to the extent agreed to by all applicable Lenders, 12 months, shall be available in the case of LIBOR Loans and EURIBOR Loans.
	Interest in respect of Base Rate Loans shall be payable quarterly in arrears on the last business day of each calendar quarter. Interest in respect of LIBOR Loans and EURIBOR Loans shall be payable in arrears at the end of the applicable interest period and every three months in the case of interest periods in excess of three months. Interest will also be payable at the time of repayment of any loans and at maturity. All interest on Base Rate Loans, LIBOR Loans and EURIBOR Loans and, if applicable, any fees shall be based on a 360-day year and actual days elapsed (or, in the case of Base Rate Loans determined by reference to the prime lending rate, a 365/366-day year and actual days elapsed). The Operative Documents will include a LIBOR replacement provision in the event LIBOR is discontinued.
Commitment Fees:	A commitment fee of 0.375% per annum (subject to the following sentence) will be payable on the undrawn portion of the commitments in respect of the Revolving Credit Facility, payable quarterly in arrears after the Closing Date and upon the termination of the commitments thereunder, calculated from the Closing Date based on the actual number of days elapsed over a 360-day year. After the delivery of financial statements under the Operative Documents for the first full fiscal quarter following the Closing Date, and so long as no default or event of default has occurred and is continuing, the commitment fee shall be subject to a step-down to 0.25% per annum based upon achievement and maintenance of a senior secured net leverage ratio to be mutually agreed. Such commitment fees shall be distributed to the Lenders participating in the Revolving Credit Facility pro rata in accordance with the amount of each such Lender’s Revolving Credit Facility commitment.
Letter of Credit Fees:	A per annum fee equal to the Applicable Margin for LIBOR Loans under the Revolving Credit Facility will accrue on the aggregate face amount of outstanding letters of credit under the Revolving Credit Facility, payable in arrears at the end of each quarter and upon the termination of the Revolving Credit Facility, in each case for the actual number of days elapsed over a 360-day year. Such fees shall be distributed to the Lenders participating in the Revolving Credit Facility pro rata in accordance with the amount of each such Lender’s Revolving Credit Facility commitment. In addition, Ainge shall pay to the Issuing Bank, for its own account, (a) a fronting fee equal to a percentage per annum to be agreed of the aggregate face amount of outstanding letters of credit, payable in arrears at the end of each quarter and upon the termination of the Revolving Credit Facility, calculated based upon the actual number of days elapsed over a 360-day year, and (b) customary issuance and administration fees.

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Default Interest:	Overdue principal, interest and other amounts shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any loan, 2.00% plus the rate otherwise applicable to such loan or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans under the Ainge Term Loan B Facility. Such interest shall be payable on demand.
Conditions Precedent to Initial Borrowings:	The funding of the loans on the Closing Date under the Ainge Facilities shall be subject to only those conditions precedent that are Exclusive Funding Conditions.
Conditions Precedent to Borrowings after the Closing Date:	Each borrowing under the Ainge Facilities (other than the funding of the loans on the Closing Date under the Ainge Term Loan B Facility) will be subject to satisfaction of the following conditions precedent: (i) all of the representations and warranties in the Operative Documents shall be true and correct in all material respects (or in all respects, if qualified by materiality) as of the date of such borrowing, (ii) no default or event of default shall have occurred and be continuing or would result from such borrowing and (iii) delivery of a customary borrowing notice.
Documentation:	The Operative Documents with respect to the Ainge Facilities will include a single credit agreement providing for all of the Ainge Facilities and shall be negotiated in good faith and shall be consistent with the A&R Commitment Letter and the A&R Fee Letter and, except as otherwise provided herein, or in the A&R Fee Letter, consistent with that certain Credit Agreement dated as of August 16, 2016, among Leidos Holdings, Inc., Leidos, Inc., as the borrower, the lenders party thereto and Citibank, N.A., as administrative agent, and the related documentation thereto, with additions, deletions, modifications and other changes as Ainge and the Arrangers reasonably determine to be necessary or advisable, including, among other things, (i) to take into account prevailing market conditions and the relative operating scale, total assets, EBITDA, ratings, leverage profile and industry of Ainge, (ii) to give effect to the Transactions and other transactions contemplated hereby, (iii) to provide for and give effect to the Guarantees and the security over the Collateral, (iv) to reflect changes in law or accounting standards or cure mistakes or defects and (v) to reflect reasonable administrative, agency and operational requirements of the Agent, and in any event, will contain only those conditions to borrowing, prepayments, representations and warranties, covenants and events of default expressly set forth in this Exhibit B. Notwithstanding the foregoing, all obligations of Ainge and its restricted subsidiaries that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ ASU ”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of the Operative Documents (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in the financial statements to be delivered pursuant to the Operative Documents.

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Representations and Warranties:

Limited to the following (applicable to Ainge, Spinco and their respective direct and indirect restricted subsidiaries): organization and powers; authorization and enforceability; governmental approvals and no conflicts (including no creation of liens); accuracy of financial statements; no material adverse change; ownership of properties and possession under leases;

absence of any actual or threatened actions, suits or proceedings and compliance with environmental laws and labor matters; compliance with law, agreements or instruments; compliance with anti-terrorism and money laundering laws and regulations and laws applicable to sanctioned persons, Office of Foreign Assets Protection Act (“ OFAC ”), the Foreign Corrupt Practices Act (“ FCPA ”) and other applicable anti-corruption laws and regulations ; inapplicability of the Investment Company Act of 1940; Federal Reserve regulations; payment of taxes; compliance with ERISA; accuracy of confidential information memorandum and other information; subsidiaries; use of proceeds ; solvency and validity and perfection and priority of security interests in the Collateral, in each case subject to customary qualifications and exceptions to be mutually agreed upon.

Affirmative Covenants:

Limited to the following (applicable to Ainge, Spinco and their respective direct and indirect restricted subsidiaries): delivery of audited annual consolidated financial statements for Ainge, unaudited quarterly consolidated financial statements for Ainge and other financial information and other information including customary MD&A; if requested by the Agent, hosting quarterly lender conference calls (which may be satisfied by hosting a quarterly earnings call for equity investors that is accessible to lenders); delivery of notices of default, litigation, material adverse change, ratings changes, ERISA events and other material matters; delivery of periodic certifications and updates regarding Guarantees and Collateral; maintenance of corporate existence and rights; payment and performance of obligations; maintenance of properties in good working order; maintenance of customary insurance; maintenance and inspection of books and properties; compliance with laws (including OFAC and FCPA); maintain policies and procedures for compliance with OFAC, FCPA, and other anti-terrorism and money laundering laws and laws applicable to sanctioned persons; and use of commercially reasonable efforts to procure a rating of each of the Ainge Facilities by Moody’s and S&P (but no specific rating) and to maintain a corporate family rating or corporate rating, as applicable, of Ainge from each of Moody’s and S&P (but no specific rating); use of proceeds and letters of credit additional subsidiaries and further assurances, in each case subject to customary qualifications and exceptions to be mutually agreed upon.

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Negative Covenants:

Limited to the following (applicable to Ainge, Spinco and their respective direct and indirect restricted subsidiaries): limitations on debt and preferred stock; limitations on liens; limitations on mergers, consolidations, liquidations, dissolutions and asset sales; limitations on investments, loans, advances, guarantees and acquisitions; limitations on speculative swaps and hedging arrangements; limitations on dividends or other distributions on capital stock, redemptions and repurchases of capital stock and prepayments, redemptions and repurchases of junior lien secured and subordinated debt; limitations on transactions with affiliates; limitations on restrictions on liens and other restrictive agreements; limitations on amendments of junior debt agreements and organizational documents and limitation on changes in the fiscal year, in each case subject to customary qualifications and exceptions to be mutually agreed upon.

Without limiting the generality of the foregoing, the negative covenants will

include, without limitation, the following baskets: (i) Ainge will be permitted to declare and pay ordinary quarterly cash dividends to its stockholders in an aggregate amount for each quarter equal to the greater of (x) 5% of Adjusted EBITDA for the four fiscal quarters most recently ended for which financial statements are available and (y) $12.5 million, (ii) a customary “available amount” basket for restricted payments, investments and prepayments or repurchases of junior lien secured and subordinated debt (that will build on a rolling quarterly basis by, among other customary items, 50% of consolidated net income) the use of which will be subject to absence of a continuing default and compliance with a total net leverage ratio to be agreed, (iii) unlimited unsecured “ratio” debt subject to the absence of a continuing event of default and pro forma compliance with a total net leverage ratio set at the opening total net leverage ratio as of the Closing Date and other customary parameters to be agreed (including a cap for non-loan parties to be agreed), (iv) unlimited baskets for restricted payments, investments and prepayments or repurchases of junior lien secured and subordinated debt, in each case subject to the absence of a continuing event of default and pro forma compliance with a leverage ratio set at a customary level inside the corresponding opening leverage ratio as of the Closing Date, (v) unlimited asset sales subject to a customary fair market value, 75% cash proceeds requirement and application of proceeds in accordance with clause (b) under the heading “Mandatory Prepayments” above, (vi) debt and lien baskets for incremental equivalent debt, subject to customary parameters to be agreed (including a cap for non-loan parties to be agreed), (vii) debt under the Senior Unsecured Bridge Facility and the Senior Unsecured Notes (and permitted refinancings thereof), (viii) unlimited investments between or among Ainge and its restricted subsidiaries, (ix) Permitted Acquisitions (to be defined in a customary manner) and (x) usual and customary fixed dollar “general” baskets (with growers in certain cases) (including a general restricted payments basket of no less than $100,000,000 (with no grower)) .

Financial Maintenance Covenants:

Ainge Term Loan B Facility : None.

Revolving Credit Facility : Limited to a maximum consolidated senior secured net leverage ratio covenant, to be set at a ratio level to be mutually agreed upon based on a cushion of at least 35% to the model delivered to the Arrangers on March 6, 2018 (the “ Borrower Model ”), stepping down to 3.75x, or lower, by the third anniversary of the Closing Date and a minimum consolidated cash interest coverage ratio based on a cushion of at least 35% to the Borrower Model (the “ Financial Maintenance Covenants ”) and, in each case, with applicable financial definitions usual for facilities and transactions of this type and consistent with the other requirements herein. The Financial Maintenance Covenants will be tested as of the last day of the applicable fiscal quarter for so long as the Revolving Credit Facility remains in effect.

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Unrestricted Subsidiaries:

The Operative Documents will contain provisions pursuant to which Ainge will be permitted to designate any existing or subsequently acquired or organized subsidiary as an “unrestricted subsidiary” and subsequently re-designate any such unrestricted subsidiary as a restricted subsidiary (but not further re-designate such restricted subsidiary as an unrestricted subsidiary),

in each case, on customary terms to be agreed .

Events of Default:

Limited to the following (applicable to Ainge, Spinco and their respective direct and indirect restricted subsidiaries): nonpayment of principal, interest, fees or other amounts; inaccuracy of representations and warranties; violation of covenants (provided that with respect to the Financial Maintenance Covenants, a breach shall only result in an event of default with respect to the Ainge Term Loan B Facility if the Lenders under the Revolving Credit Facility have, as a result of such breach, terminated all commitments under the Revolving Credit Facility and declared all obligations under the Revolving Credit Facility to be immediately due and payable and such declaration or termination has not been rescinded); cross default (including cross default to the Senior Unsecured Bridge Facility and the Senior Unsecured Notes) and cross acceleration; voluntary and involuntary bankruptcy or insolvency proceedings; inability to pay debts as they become due; material judgments; ERISA events; actual or asserted invalidity of security documents or Guarantees and Change in Control (to be defined), in each case with customary grace periods, qualifications and exceptions to be mutually agreed upon. In addition, it shall be an immediate event of default if (i) the Acquisition is not consummated on the Closing Date immediately following the initial funding of the Ainge Facilities, (ii) the Closing Date Guarantees are not provided immediately upon the effective time of the Merger or (iii) subject to the Limited Conditionality Provisions, the Closing Date Security Grant is not provided immediately upon the effective time of the Merger.

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Voting:	Amendments and waivers of the Operative Documents will require the approval of Lenders holding more than 50% of the aggregate amount of the extensions of credit and unused commitments under the Ainge Facilities, except that (a) the consent of each Lender adversely affected thereby shall be required with respect to, among other things, (i) increases or non-pro rata reductions in commitments, (ii) reductions or forgiveness of principal, interest or fees, (iii) extensions of scheduled amortization, final maturity or reimbursement dates or postponement of any payment dates and (iv) changes that impose any additional restriction on such Lender’s ability to assign any of its rights or obligations, (b) the consent of Lenders holding more than 50% of the aggregate amount of the extensions of credit and unused commitments under any class of the Ainge Facilities shall be required with respect to any amendment or waiver that by its terms adversely affects the rights of such class in respect of payments or Collateral in a manner different than such amendment or waiver affects any other class and (c) the consent of 100% of the Lenders shall be required with respect to (i) modifications to any of the voting percentages, (ii) releases of all or substantially all the Collateral or material Guarantees (other than in connection with any sale of Collateral or the relevant Guarantor permitted by the Operative Documents) and (iii) changes to certain of the pro rata sharing provisions. The consent of the Agent or Issuing Bank shall be required with respect to amendments and waivers affecting its rights or duties. Notwithstanding the foregoing, amendments and waivers that affect directly only the Lenders under a particular facility or tranche, will require only the consent of Lenders holding more than 50% (or, with respect to any matter calling for a different approval standard under the preceding provisions of this paragraph, such different approval standard) of the aggregate commitments or loans under such facility or tranche, as applicable and no consents or approvals from lenders under any other facility or tranche shall be required. For the avoidance of doubt, amendments and waivers of the Financial Maintenance Covenants (and related defaults) and the conditions to borrowing under the Revolving Credit Facility shall only require the approval of Lenders holding more than 50% of the aggregate amount of the commitments under the Revolving Credit Facility.
Cost and Yield Protection:	Usual for facilities and transactions of this type, including customary tax gross-up provisions.
Assignments and Participation:	The Lenders will be permitted to assign all or a portion of their loans and commitments with the consent of (a) Ainge (unless an event of default has occurred and is continuing or such assignment is to a Lender, an affiliate of a Lender or an Approved Fund (to be defined)); provided that consent of Ainge (if required) shall be deemed to have been given if Ainge has not responded within ten business days of a request for such consent, (b) the Agent (unless such assignment is an assignment of a loan under the Ainge Term Loan B Facility to a Lender, an affiliate of a Lender or an Approved Fund) and (c) each Issuing Bank (unless such assignment is an assignment of a loan under the Ainge Term Loan B Facility), in each case which consent shall not be unreasonably withheld.
	The Lenders will be permitted to sell participations in loans and commitments without restriction. Participants shall have the same benefits as the Lenders with respect to yield protection and increased cost provisions. Voting rights of participants shall be limited to matters that require the consent of all Lenders or all affected Lenders.
	Pledges of loans in accordance with applicable law shall be permitted without restriction. Promissory notes shall be issued under the Ainge Facilities only upon request.
Expenses and Indemnification:	Usual for facilities and transactions of this type giving due regard to the Existing Ainge Credit Agreement.
Governing Law and Forum:	New York.
Counsel to Agent and Arrangers:	Davis Polk & Wardwell LLP.

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Exhibit C
to
A&R Commitment Letter
Summary of Additional Conditions Precedent

All capitalized terms used herein but not defined herein shall have the meanings provided in the letter agreement to which this Exhibit C is attached or in the other Exhibits to such letter agreement, as applicable. The initial borrowings under the Ainge Facilities shall be subject to the following additional conditions precedent:

The Internal Restructuring (as defined in the Separation Agreement), the Separation (as defined in the Separation Agreement) and the Newco Contribution (as defined in the Separation Agreement) shall have been consummated in all material respects prior to or substantially contemporaneously with the issuance of the Senior Unsecured Notes (or, if applicable, the initial funding under the Senior Unsecured Bridge Facility) in all material respects in accordance with the Separation Agreement and the Acquisition Agreement, and the Distribution, the Acquisition (and the Merger) and the Direct Sales shall be consummated prior to or substantially contemporaneously with, the initial funding under the Ainge Facilities in all material respects in accordance with the Separation Agreement and the Acquisition Agreement (in each case without any waiver, amendment, modification or supplement thereof by any person or any consent or election thereunder by any person (any one of the foregoing, a “ Modification ”) that, in any such case, is material and adverse to the Lenders or the Arrangers (in either case, in their capacities as such) without the prior written consent of the Arrangers (not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that (I) any Modification that results in (w) a change to the definition of the term “Newco Material Adverse Effect” or a change to, or waiver of, clause (b) of the first sentence of Section 2.5 of the Acquisition Agreement (as in effect on the date hereof), in each case shall be deemed to be materially adverse to the Lenders and the Arrangers, (x) any net increase in the aggregate amount of the Spinco Special Cash Payment (as set forth as of the date hereof on Exhibit A to the A&R Commitment Letter ) and the Direct Sales Purchase Price (as set forth and defined in the Acquisition Agreement as of the date hereof) (i) of greater than 10%, in the aggregate or (ii) funded with the proceeds of any additional indebtedness or a reduction in the pro forma cash to remain on the balance sheet after giving effect to the Transactions of Ainge, Spinco or any of their respective subsidiaries or affiliates other than a drawing under the Revolving Credit Facility as set forth under clause (B) under the heading “Availability” in Exhibit B to the A&R Commitment Letter, in each case, shall be deemed to be materially adverse to the Lenders and the Arrangers, (y) a reduction in the Direct Sales Purchase Price (as defined in the Acquisition Agreement) shall be deemed materially adverse to the Lenders and the Arrangers unless such reduction is accompanied by a dollar-for-dollar reduction in the Ainge Term Loan B Facility and (z) any reduction in the Spinco Special Cash Payment (other than as a result of the Debt Exchange) shall be deemed materially adverse to the Lenders and the Arrangers unless such reduction is accompanied by a dollar-for-dollar reduction in the Senior Unsecured Bridge Facility) and (II) a deemed waiver of Sections 6.6(a) and 7.6(a) of the Acquisition Agreement pursuant to Section 5.16(d) of the Acquisition Agreement shall be deemed to not be material and adverse to the Lenders and the Arrangers). Any Adjustment Payment (as defined in the Acquisition Agreement) or Adjustment Excess (as defined in the Acquisition Agreement) received by Ainge shall be deemed to not be material and adverse to the Lenders and the Arrangers so long as it is accompanied or preceded by a dollar-for-dollar reduction in the Ainge Term Loan B Facility. Any Ainge Share Amount Reduction (as defined in the Acquisition Agreement) shall be deemed to not be material and adverse to the Lenders and the Arrangers. The Acquisition Agreement and the Separation Agreement shall be in form and substance reasonably satisfactory to the Arrangers; provided that (x) the Acquisition Agreement

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as in effect on the date of the Original Commitment Letter is satisfactory to the Arrangers and (y) the Separation Agreement as in effect on the date of the Original Commitment Letter is satisfactory to the Arrangers.

The Acquisition Agreement Representations shall be true and correct to the extent required by the Limited Conditionality Provisions, and the Specified Representations shall be true and correct in all material respects (or in all respects, if separately qualified by materiality).

Subject to the Limited Conditionality Provisions, the Arrangers shall have received customary legal opinions, customary perfection certificates, customary corporate documents and officers’ certifications; customary notices of borrowing; organizational documents; customary evidence of authorization to enter into the Operative Documents; and good standing certificates in jurisdictions of formation/organization (to the extent such a certificate exists in the applicable jurisdiction), in each case of Ainge and the Guarantors. The Agent shall have received a solvency certificate from the chief financial officer (or other comparable financial officer) of Ainge substantially in the form of Annex C-1 hereto.

After giving effect to the consummation of the Transactions, Ainge and its subsidiaries (including, without limitation, Spinco and its subsidiaries) shall have no outstanding preferred equity or material debt for borrowed money other than (a) debt under the Ainge Facilities, (b) the Senior Unsecured Notes (to the extent issued on the Closing Date) and the Senior Unsecured Bridge Loans (to the extent drawn on the Closing Date), (c) intercompany debt and intercompany preferred equity, (d) those certain mortgages of Ainge and its subsidiaries outstanding as of the date hereof, (e) ordinary course working capital facilities, (f) overdraft, letter of credit and other banking facilities of Spinco and its subsidiaries existing on the date hereof entered into in the ordinary course of business, (g) ordinary course hedging arrangements, (h) up to $2,500,000 (in the aggregate) of indebtedness incurred or guaranteed by the A&S Companies (as defined in the Acquisition Agreement), (i) any guarantees permitted to remain outstanding at such time pursuant to Section 6.3 of the Separation Agreement and (j) other limited debt for borrowed money permitted by the Arrangers.

Without limiting the foregoing, substantially contemporaneously with the initial funding under the Ainge Facilities, all indebtedness under the Existing Ainge Credit Agreement shall have been repaid and all commitments under the Existing Ainge Credit Agreement shall have been terminated.

(i) Liens on the Ainge Collateral shall have been granted to the Agent and (ii) such liens shall constitute perfected, first priority security interests, in each case subject to the Limited Conditionality Provisions and, as to lien priority under clause (ii), subject to customary exceptions included in the Specified Representations relating to lien priority.

All fees required to be paid on the Closing Date pursuant to the A&R Commitment Letter and the A&R Fee Letter and out-of-pocket expenses required to be paid on the Closing Date pursuant to the A&R Commitment Letter (to the extent invoiced at least three business days prior to the Closing Date) shall, upon the initial borrowing under the Ainge Facilities, have been paid.

Each of the Arrangers shall have received, at least three business days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “ know your customer ” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, that such Arranger has requested at least 10 business days prior to the Closing Date.

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The Arrangers shall have received (a) (i) audited consolidated balance sheets and related statements of income, comprehensive income, stockholder’s equity and cash flows of Ainge and its consolidated subsidiaries for the fiscal years ended December 31, 2015, December 31, 2016 and December 31, 2017 (and the Arrangers hereby acknowledge receipt of such audited financial statements as of and for the fiscal years ended December 31, 2015, 2016 and 2017) and (ii) unaudited consolidated balance sheets and related statements of income, comprehensive income and cash flows of Ainge and its consolidated subsidiaries for each fiscal quarter (other than any fourth fiscal quarter) ended after December 31, 2017 and at least 45 days prior to the Closing Date, (b) (i) the combined and consolidated balance sheets of (I) the A&S Business (as defined in the Acquisition Agreement) and (II) Spinco (before giving effect to the Internal Restructuring) as of December 31, 2016 and December 31, 2017 (except that for Spinco, only an opening balance sheet shall be required) , and the combined and consolidated statements of earnings, cash flows and parent equity of (X) the A&S Business and (Y) Spinco (before giving effect to the Internal Restructuring) for the years ended December 31, 2015, December 31, 2016 and December 31, 2017, together with an audit report , on the financial statements from the independent accountants for the A&S Business and Spinco and (ii) the unaudited combined and consolidated financial statements of (x) the A&S Business and (y ) Spinco (before giving effect to the Internal Restructuring) for each fiscal quarter ended after December 31, 2017 (other than any fourth fiscal quarter) and at least 40 days prior to the Closing Date, and (c) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of Ainge as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period for which financial statements of Ainge pursuant to clause (a) above has been delivered, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statement), without any requirement to reflect therein adjustments for purchase accounting.

10.

The Arrangers shall have received the financial statements required to be delivered pursuant to paragraph 9 above as of the Closing Date and all other financial, marketing and other information reasonably requested by the Arrangers and customarily provided by borrowers in the preparation of a confidential information memorandum suitable for the syndication of the Ainge Facilities (the “ Required Information ”). The Arrangers shall have been afforded a period (the “ Marketing Period ”) of 15 consecutive business days after receipt of the Required Information to syndicate the Ainge Facilities; provided that (i) if such 15 consecutive business day period has not ended on or prior to August 17, 2018, such period shall be deemed not to have commenced earlier than September 4, 2018; (ii) the days from November 22, 2018 through November 25, 2018 shall not be included when counting the 15 consecutive business days (and the Marketing Period need not be consecutive to the extent it would otherwise include any of those days); and (iii) if such 15 consecutive business day period has not ended on or before December 21, 2018, such period shall be deemed not to have commenced earlier than January 2, 2019. If Ainge shall in good faith reasonably believe that it has delivered the Required Information, it may deliver to the Arrangers written notice to that effect, in which case Ainge shall be deemed to have delivered such Required Information on the date such notice is received by the Arrangers and (subject to the proviso to the preceding sentence) the Marketing Period shall be deemed to have commenced on the date such notice is received, unless the Arrangers in good faith reasonably believe that Ainge has not completed delivery of such Required Information and, within three business days after their receipt of such notice from Ainge, the Arrangers deliver a written notice to Ainge to that effect (stating with specificity what Required Information it has not delivered).

11.

The issuance of the Senior Unsecured Notes (or, if applicable, the funding of the Senior Unsecured Bridge Facility) shall have been consummated prior to, or shall be consummated substantially contemporaneously with, the initial funding of the Ainge Facilities.

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Annex C-1
to
Exhibit C
to
A&R Commitment Letter

[FORM OF SOLVENCY CERTIFICATE] ²

Altra Industrial Motion Corp.

[DATE]

The undersigned, [●], [●] of Altra Industrial Motion Corp., a Delaware corporation (“ Ainge ”), is familiar with the properties, businesses, prospects, assets and liabilities of Borrower and its Subsidiaries (as defined in the Credit Agreement (as defined below)) and is duly authorized to execute this certificate (this “ Solvency Certificate ”) on behalf of Ainge.

This Solvency Certificate is delivered pursuant to [●] of the [Credit Agreement, dated as of [●] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among _____________] ³ . Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

As used herein, “ Company ” means Ainge and its Subsidiaries on a consolidated basis.

The undersigned certifies, in [his][her] capacity as [●] of Ainge and not in [his][her] individual capacity, that:

[she][he] has (i) reviewed the Credit Agreement and the other Loan Documents referred to therein and such other documents deemed relevant, (ii) reviewed the financial statements (including the pro forma financial statements) referred to in Section [●] of the Credit Agreement and (iii) made such other investigation and inquiries as to the financial condition of Ainge and its Subsidiaries as the undersigned deems necessary and prudent for the purposes of providing this Solvency Certificate. The undersigned confirms and acknowledges that the Administrative Agent and the Lenders are relying on the truth and accuracy of this Solvency Certificate in connection with the making of the commitments and loans under the Credit Agreement; and

the financial information, projections and assumptions which underlie and form the basis for the representations made in this Solvency Certificate were made in good faith and were fair and reasonable in light of the circumstances existing at the time made and continue to be fair and reasonable as of the date hereof.

²	NTD: Two solvency certificates will be required: Ainge and its subsidiaries before Acquisition; and Ainge and its subsidiaries after the “Transactions”.

³	NTD: to make reference to the Ainge credit agreement.

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BASED ON THE FOREGOING, the undersigned certifies, in [his][her] capacity as [ ● ] of Ainge and not in [his][her] individual capacity, that, on the date hereof, after giving effect to the [borrowings by Ainge on the date hereof and the consummation of the Direct Sales ] ⁴ [Transactions to occur on the date hereof (and the incurrence of debt in connection therewith)] ⁵ :

(i)

the fair value of the present assets of the Company is greater than the total amount of liabilities (subordinated, contingent or otherwise) of the Company;

(ii)

the present fair salable value of the assets of the Company is greater than the total amount that will be required to pay the probable liability of the Company on the sum of its debts and other liabilities (subordinated, contingent or otherwise), as they become absolute and matured;

(iii)

the Company has not incurred and does not intend to incur, or believe it will incur, debts or liabilities (subordinated, contingent or otherwise) beyond the Company’s ability to pay such debts and liabilities as they become due (whether at maturity or otherwise); and

(iv)

the Company does not have unreasonably small capital with which to conduct the businesses in which it is engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date.

For purposes of this Solvency Certificate, the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability.

⁴	To be used for Ainge’s pre-Merger solvency certificate. Terms to be updated as needed.

⁵	To be used for Ainge’s post-Merger solvency certificate. Terms to be updated as needed.

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IN WITNESS WHEREOF, I have executed this Certificate this as of the date first written above.


[ ● ]
By:
	Name:
	Title:[Chief Financial Officer][title of other comparable financial officer]

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EXHIBIT 10.3

EXECUTION VERSION

EMPLOYEE MATTERS AGREEMENT

by and among

FORTIVE CORPORATION,

STEVENS HOLDING COMPANY, INC.

and

ALTRA INDUSTRIAL MOTION CORP.

dated as of

March 7, 2018

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS AND INTERPRETATION
SECTION 1.1.	Definitions	1
SECTION 1.2.	References; Interpretation	10
SECTION 1.3.	Relation to Other Documents	10
	ARTICLE II
	GENERAL PRINCIPLES
SECTION 2.1.	Assumption and Retention of Liabilities	10
SECTION 2.2.	Treatment of Compensation and Benefit Arrangements	13
SECTION 2.3.	Participation in Fox Benefit Arrangements	15
SECTION 2.4.	Service Recognition	15
SECTION 2.5.	Collective Bargaining Agreements	16
SECTION 2.6.	No Acceleration of Benefits	16
SECTION 2.7.	Amendment Authority	16
SECTION 2.8.	No Commitment to Employment or Benefits	16
SECTION 2.9.	Certain Employment Transfers	17
SECTION 2.10.	Information and Consultation	18
SECTION 2.11.	Certain Requirements	19
SECTION 2.12.	Sharing of Information	19
	ARTICLE III
	DEFINED BENEFIT PLANS
SECTION 3.1.	Non-U.S. Retirement Plan Participation	19
	ARTICLE IV
	DEFINED CONTRIBUTION PLANS
SECTION 4.1.	U.S. Savings Plan Participation	21
SECTION 4.2.	Non-U.S. Savings Plan Participation	22
	ARTICLE V
	HEALTH AND WELFARE PLANS
SECTION 5.1.	Health and Welfare Plan Participation	23
SECTION 5.2.	Certain Liabilities	23
SECTION 5.3.	Time-Off Benefits	24
SECTION 5.4.	OPEB	25
	ARTICLE VI
	EXECUTIVE BENEFIT PLANS
SECTION 6.1.	Non-Qualified Deferred Compensation Plans	25
	ARTICLE VII
	TREATMENT OF FOX EQUITY AWARDS
SECTION 7.1.	Retained Fox Equity Awards	26
SECTION 7.2.	Cancelled Fox Equity Awards	26
SECTION 7.3.	Ainge Retention Awards	26
SECTION 7.4.	Necessary Actions	27
SECTION 7.5.	SEC Registration	27
SECTION 7.6.	Tax and Regulatory Compliance for Retained Fox Equity Awards	27
SECTION 7.7.	Compliance	28

	ARTICLE VIII
	ADDITIONAL COMPENSATION MATTERS
SECTION 8.1.	Workers’ Compensation Liabilities	28
SECTION 8.2.	Code Section 409A	28
SECTION 8.3.	Payroll Matters	28
SECTION 8.4.	Retention Bonuses	29
	ARTICLE IX
	INDEMNIFICATION
SECTION 9.1.	Indemnification by the Parties	29
SECTION 9.2.	Procedures for Indemnification	29
SECTION 9.3.	Indemnification Obligations Net of Proceeds Received from Third Parties	31
SECTION 9.4.	Certain Actions; Substitution; Subrogation	32
SECTION 9.5.	Payments	33
	ARTICLE X
	GENERAL AND ADMINISTRATIVE
SECTION 10.1.	Sharing of Information	33
SECTION 10.2.	Reasonable Efforts/Cooperation	34
SECTION 10.3.	Employer Rights	34
SECTION 10.4.	Consent of Third Parties	34
SECTION 10.5.	Access to Employees	34
SECTION 10.6.	Beneficiary Designation/Release of Information/Right to Reimbursement	35
	ARTICLE XI
	MISCELLANEOUS
SECTION 11.1.	Entire Agreement	35
SECTION 11.2.	Governing Law	35
SECTION 11.3.	Notices	35
SECTION 11.4.	Amendments and Waivers	37
SECTION 11.5.	Early Termination	38
SECTION 11.6.	No Third-Party Beneficiaries	38
SECTION 11.7.	Assignability; Binding Effect	38
SECTION 11.8.	Construction; Interpretation	38
SECTION 11.9.	Severability	39
SECTION 11.10.	Counterparts	39
SECTION 11.11.	Relationship of Parties	39
SECTION 11.12.	Subsidiaries	39
SECTION 11.13.	Dispute Resolution	39

EMPLOYEE MATTERS AGREEMENT

This Employee Matters Agreement (this “ Agreement ”) is dated as of March 7, 2018, by and among Fortive Corporation, a Delaware corporation (“ Fox ”), Stevens Holding Company, Inc., a Delaware corporation and wholly owned Subsidiary of Fox (“ Newco ”), and Altra Industrial Motion Corp., a Delaware corporation (“ Ainge ”) (each a “ Party ” and together, the “ Parties ”).

R E C I T A L S :

WHEREAS, Fox, directly and indirectly through its wholly owned Subsidiaries, is engaged in the A&S Business;

WHEREAS, the Board of Directors of Fox has determined that it is advisable and in the best interests of Fox and Fox’s stockholders to separate the A&S Business from the other businesses of Fox and to divest the A&S Business in the manner contemplated by the Separation and Distribution Agreement, dated as of the date of this Agreement (the “ Distribution Agreement ”), by and among Fox, Newco and Ainge, and the Agreement and Plan of Merger and Reorganization, dated as of the date of this Agreement (the “ Merger Agreement ”), by and among Fox, Newco, Ainge, and McHale Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Ainge (“ Merger Sub ”);

WHEREAS, Fox currently owns all of the issued and outstanding shares of common stock, par value $0.01 per share, of Newco (the “ Newco Common Stock ”);

WHEREAS, the Parties contemplate that, pursuant to the Merger Agreement, immediately after the Distribution and at the Effective Time, Merger Sub shall be merged (the “ Merger ”) with and into Newco, with Newco surviving the Merger as a wholly owned Subsidiary of Ainge, and the shares of Newco Common Stock shall be converted into the right to receive shares of Ainge Common Stock on the terms and subject to the conditions of the Merger Agreement and in accordance with the Delaware General Corporation Law; and

WHEREAS, pursuant to the Distribution Agreement, Fox and Newco have agreed to enter into this Agreement for the purpose of allocating assets, Liabilities and responsibilities with respect to certain employee matters and employee compensation and benefit plans and programs between them and to address certain other employment-related matters.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:

Article I

DEFINITIONS AND INTERPRETATION

Section 1.1. Definitions . Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Distribution Agreement, and the following terms shall have the following meanings:

“ A&S Business ” has the meaning set forth in the Merger Agreement.

“ Action ” has the meaning set forth in the Distribution Agreement.

“ Affiliate ” has the meaning set forth in the Distribution Agreement.

“ Agreement ” has the meaning set forth in the preamble.

“ Ainge ” has the meaning set forth in the preamble.

“ Ainge Benefit Arrangement ” means any Benefit Arrangement sponsored, maintained or contributed to, or required to be maintained or contributed to, by any member of the Ainge Group immediately following the Effective Time.

“ Ainge Board ” has the meaning set forth in the Merger Agreement.

“ Ainge Common Stock ” means the issued and outstanding shares of common stock, par value $0.001 per share, of Ainge.

“ Ainge Equity Plans ” has the meaning set forth in the Merger Agreement.

“ Ainge Group ” means Ainge, each of its Affiliates and any legal predecessors thereto, including after the Closing, the Newco Group.

“ Ainge Indemnitees ” means Ainge, each member of the Ainge Group, and all Persons who are or have been shareholders, directors, partners, managers, managing members, officers, agents or employees of any member of the Ainge Group (in each case, in their respective capacities as such) (excluding any shareholder of Ainge), together with their respective heirs, executors, administrators, successors and assigns.

“ Ainge Non-U.S. Retirement Plans ” has the meaning set forth in Section 3.1(b) .

“ Ainge Non-U.S. Savings Plans ” has the meaning set forth in Section 4.2(b) .

“ Ainge NQDC Plan ” has the meaning set forth in Section 6.1(b) .

“ Ainge OPEB Plan ” has the meaning set forth in Section 5.4(a) .

“ Ainge RSU ” means either a (x) restricted share of Ainge Common Stock or (y) restricted stock unit representing the right to vest in and be issued a share of Ainge Common Stock, in each case (i) granted by Ainge to a Newco Employee pursuant to Section 7.3 under a stock plan maintained by Ainge and an award agreement provided by Ainge thereunder and (ii) which vests based solely on the continued employment of such Newco Employee with Newco, Ainge or another member of the Ainge Group.

“ Ainge Trading Price ” means the volume-weighted average price of Ainge Common Stock trading on the “regular way” basis on the Nasdaq Stock Market for each of the twenty (20) consecutive trading days ending on (and including) the day before the Distribution Date.

“ Ainge U.S. Savings Plans ” has the meaning set forth in Section 4.1(b) .

“ Ainge Welfare Plans ” means any employee welfare benefit plan within the meaning of Section 3(1) of ERISA (whether or not subject to ERISA) maintained by Ainge or any member of the Ainge Group and in which Newco Employees participate following the Effective Time.

“ Ancillary Agreement ” has the meaning set forth in the Distribution Agreement.

“ Automatic Transfer Employee ” means any Newco Employee, where local employment Laws, including but not limited to the Transfer Regulations, provide for an automatic transfer of such employee to Newco by operation of Law upon the transfer of a business as a going concern and such business transfer occurs as a result of the transactions contemplated by the Distribution Agreement.

“ Benefit Arrangement ” means, with respect to an entity, each compensation or employee benefit plan, program, policy, agreement or other arrangement, whether or not “employee benefit plans” (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA), including any benefit plan, program, policy, agreement or arrangement providing cash- or equity-based compensation or incentives, health, medical, dental, vision, disability, accident or life insurance benefits or vacation, paid or unpaid leave, severance, retention, change in control, termination, deferred compensation, individual employment or consulting, retirement, pension or savings benefits, supplemental income, retiree benefit, relocation or other fringe benefit (whether or not taxable), or employee loans, that are sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or in which it participates), and excluding workers’ compensation plans, policies, programs and arrangements.

“ Business Day ” means any day other than (i) a Saturday or a Sunday or (ii) a day on which commercial banking institutions are authorized or required by applicable Legal Requirements to be closed in the Commonwealth of Massachusetts or the State of Washington. In the event that any action is required or permitted to be taken under this Agreement on or by a date that is not a Business Day, such action may be taken on or by the Business Day immediately following such date.

“ Cancelled Fox Equity Award Value ” means, with respect to each Newco Employee who is a holder of Cancelled Fox Equity Awards, a dollar value equal to the sum of (i) the Cancelled Fox Option Value in respect of the Cancelled Fox Options held by such Newco Employee and (ii) the Cancelled Fox RSU Value in respect of the Cancelled Fox RSUs held by such Newco Employee.

“ Cancelled Fox Equity Awards ” has the meaning set forth in Section 7.2 .

“ Cancelled Fox Option Value ” means (A) with respect to each Cancelled Fox Option granted prior to February 1, 2018, an amount equal to the product of (x) the total number of shares of Fox Common Stock subject to such Cancelled Fox Option as of immediately before the Closing Date and (y) the excess, if any, of (1) the Fox Trading Price over (2) the exercise price per share of such Cancelled Fox Option, and (B) with respect to each Cancelled Fox Option granted on or after February 1, 2018, an amount equal to the grant date value of such Fox Option that was communicated by Fox to the optionee at the time of grant, as previously communicated to Ainge.

“ Cancelled Fox Option s ” has the meaning set forth in Section 7.2 .

“ Cancelled Fox RSU Value ” means, with respect to each Cancelled Fox RSU, an amount equal to the Fox Trading Price.

“ Cancelled Fox RSUs ” has the meaning set forth in Section 7.2 .

“ Closing ” has the meaning set forth in the Merger Agreement.

“ Closing Date ” has the meaning set forth in the Merger Agreement.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Collective Bargaining Agreement ” means all agreements with the collective bargaining representatives, employee representative, trade union, labor or management organization, group of employees, or works councils or similar representative bodies of Newco Employees including all national or sector specific collective agreements which are applicable to Newco Employees, in each case in effect immediately prior to the Separation Time that set forth terms and conditions of employment of Newco Employees, and all modifications of, or amendments to, such agreements and any rules, procedures, awards or decisions of competent jurisdiction interpreting or applying such agreements.

“ Consents ” has the meaning set forth in the Distribution Agreement.

“ Contract ” has the meaning set forth in the Distribution Agreement.

“ Delayed Transfer Date ” means (A) the date that a Delayed Transfer Newco Employee (within the meaning of clause (A) thereof) is eligible to return to active service; provided that such Delayed Transfer Newco Employee will become a Newco Employee only if and when such Delayed Transfer Newco Employee returns to active service for any member of the Fox Group within six (6) months following the Effective Time or such longer period as required by Law or otherwise agreed to by the Parties or (B) the date a Newco Sub capable of serving as the employing entity of a Delayed Transfer Newco Employee (within the meaning of clause (B) thereof) is established in the applicable jurisdiction or such Delayed Transfer Newco Employee is otherwise able to be transferred to a member of the Ainge Group in accordance with applicable Law; provided that the Parties agree to cooperate to establish any such Newco Sub as soon as reasonably practicable following the Separation Time. References to “Closing”, “Closing Date”, “Effective Time”, “Separation Time” and “Separation Date” in this Agreement shall be interpreted to mean the “Delayed Transfer Date” as it applies to any Delayed Transfer Newco Employee, where the context requires.

“ Delayed Transfer Newco Employee ” means (A) each Newco Employee who is not actively at work as of the Separation Date as a result of (i) disability (either long-term or short-term, in either case as defined in the applicable program or arrangement maintained or sponsored by Fox or another member of the Fox Group) or (ii) approved leave of absence; provided , that in no event shall any Former Newco Employee, or any Automatic Transfer Employee whose employment transfers to Newco as of or prior to the Separation Date by operation of applicable Law, be deemed to be a Delayed Transfer Newco Employee or (B) each

Newco Employee employed in a jurisdiction in which a Newco Sub capable of serving as the employing entity of such Newco Employee is unable to be established on or prior to the Separation Date.

“ Distribution ” has the meaning set forth in the Merger Agreement.

“ Distribution Agreement ” has the meaning set forth in the recitals.

“ Distribution Date ” has the meaning set forth in the Distribution Agreement.

“ Effective Time ” has the meaning set forth in the Merger Agreement.

“ Employee Representative ” means any works council, employee representative, trade union, labor or management organization, group of employees or similar representative body for Newco Employees.

“ Employment Tax Return ” means any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated Employment Tax) permitted or required to be supplied to, or filed with, a taxing authority in connection with the determination, assessment or collection of any Employment Tax or the administration of any laws, regulations or administrative requirements relating to any Employment Tax (whether or not a payment is required to be made with respect to such filing).

“ Employment Taxes ” means any federal, state, local or foreign Taxes, charges, fees, duties, levies, imposts, rates, social security contributions or other assessments or obligations, in each case in the nature of a Tax, imposed on, due or asserted to be due from (i) employees or deemed employees of the Fox Group or employees or deemed employees of the Newco Group or (ii) the Fox Group or the Newco Group as employers or deemed employers of such employees, including employers’ and employees’ portions of Federal Insurance Contributions Act Taxes, employers’ Federal Unemployment Tax Act taxes and state and local unemployment insurance taxes, and employers’ withholding, reporting and remitting obligations with respect to any such Taxes or employees’ federal, state and local income taxes that are imposed on or due from employees or deemed employees of the Fox Group or the Newco Group.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ”, with respect to any Person, means any other entity, trade or business under common control with such Person within the meaning of Section 4001 of ERISA or Section 414(b), 414(c), 414(m) or 414(n) of the Code, and the regulations issued thereunder.

“ Excluded Liabilities ” has the meaning set forth in the Distribution Agreement.

“ Former Newco Employee ” means any individual who would qualify as a Newco Employee had such individual been an employee of any member of the Fox Group as of the Separation Time, but whose employment with any member of the Fox Group terminated for any reason prior to the Separation Time.

“ Fox ” has the meaning given to such term in the preamble.

“ Fox Benefit Arrangement ” means any Benefit Arrangement sponsored, maintained or contributed to, or required to be maintained or contributed to, by any member of the Fox Group for the benefit of any Newco Employee.

“ Fox Common Stock ” means the issued and outstanding shares of common stock, par value $0.01 per share, of Fox.

“ Fox Equity Plan ” means the Fox 2016 Stock Incentive Plan.

“ Fox Group ” means Fox, each of its Subsidiaries, and any legal predecessors thereto, but excluding any member of the Newco Group.

“ Fox Indemnitees ” means Fox, each member of the Fox Group, and all Persons who are or have been shareholders, directors, partners, managers, managing members, officers, agents or employees of any member of the Fox Group (in each case, in their respective capacities as such) (excluding any shareholder of Fox), together with their respective heirs, executors, administrators, successors and assigns.

“ Fox Non-U.S. Retirement Plan ” means each Fox Benefit Arrangement that is a noncontributory defined benefit retirement plan in which Newco Employees who are based outside of the United States participate, and/or that is subject to any Law other than United States federal, state or local Law.

“ Fox Non-U.S. Savings Plan ” means each Fox Benefit Arrangement that is a defined contribution retirement plan in which Newco Employees who are based outside of the United States participate, and/or that is subject to any Law other than United States federal, state or local Law.

“ Fox NQDC Plan ” means the Fox Executive Deferred Incentive Plan.

“ Fox Option ” means each option to purchase shares of Fox Common Stock from Fox (i) granted by Fox pursuant to the Fox Equity Plan, assumed by Fox in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested and (ii) held by a Newco Employee as of immediately before the Closing Date.

“ Fox RSU ” means each restricted stock unit representing the right to vest in and be issued a share of Fox Common Stock by Fox (i) granted by Fox pursuant to the Fox Equity Plan , assumed by Fox in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested and (ii) held by a Newco Employee as of immediately before the Closing Date.

“ Fox Trading Price ” means the volume-weighted average price of Fox Common Stock trading on the “regular way” basis on the New York Stock Exchange for each of the twenty (20) consecutive trading days ending on (and including) the day before the Distribution Date.

“ Fox U.S. OPEB Plan ” shall mean the Fox Retiree Medical Plan.

“ Fox U.S. Savings Plan ” means (i) the Fox Retirement Savings Plan, (ii) the Fox Union Retirement Savings Plan, and (iii) each other Fox Benefit Arrangement that is a defined contribution retirement plan that is intended to be qualified under Section 401(a) of the Code.

“ Fox Welfare Plans ” means any employee welfare benefit plan within the meaning of Section 3(1) of ERISA (whether or not subject to ERISA) maintained by Fox or any member of the Fox Group and in which Newco Employees participate immediately prior to the Separation Time.

“ GAAP ” has the meaning set forth in the Merger Agreement.

“ Governmental Authority ” has the meaning set forth in the Distribution Agreement.

“ HIPAA ” means the Health Insurance Portability and Accountability Act of 1996, as amended.

“ Indemnifying Party ” has the meaning set forth in Section 9.2(b) .

“ Indemnitee ” means each Fox Indemnitee, Newco Indemnitee or Ainge Indemnitee.

“ Indemnity Payment ” has the meaning set forth in Section 9.3(a) .

“ Information ” has the meaning set forth in the Distribution Agreement.

“ IRS ” means the U.S. Internal Revenue Service.

“ Law ” has the meaning set forth in the Distribution Agreement.

“ Legacy Participant ” has the meaning set forth in Section 3.1(e) .

“ Legal Requirements ” has the meaning set forth in the Merger Agreement.

“ Liabilities ” has the meaning set forth in the Distribution Agreement.

“ Losses ” has the meaning set forth in the Distribution Agreement.

“ Merger ” has the meaning set forth in the recitals.

“ Merger Agreement ” has the meaning set forth in the recitals.

“ Merger Sub ” has the meaning set forth in the recitals.

“ Newco ” has the meaning set forth in the preamble.

“ Newco Common Stock ” has the meaning set forth in the recitals.

“ Newco Employee ” means each employee of any member of the Fox Group or the Newco Group who is employed as of the Separation Date and is either (A) exclusively or primar ily engaged in the A&S Business or (B) necessary for the ongoing operation of the A&S Business following the Separation Date , in the case of the foregoing clauses (A) and (B), as determined by Fox in good faith , subject to Ainge ’ s timely review and consultation with Fox , and identified to Ainge no later than forty-five (45 ) days prior to the Separation Date, in each case regardless of whether any such employee is actively at work as of the Separation Date or is not actively at work as of the Separation Date as a result of disability or illness, an approved leave of absence (including military leave with reemployment rights under federal law and leave under the Family and Medical Leave Act of 1993), vacation, personal day or similar short- or long-term absence ; provided , that Fox and Ainge may agree in writing no later than forty-five (45) days prior to the Separation Date to exclude certain employees or groups of employees who would otherwise be covered by clause (A) or (B) from bein g designated as Newco Employees .

“ Newco Group ” means Newco, each of the Newco Subs and any legal predecessors thereto. Each of the Newco Subs shall be deemed to be members of the Newco Group as of the Separation Time and at all times thereafter up to the Effective Time.

“ Newco Indemnitees ” means Newco, each member of the Newco Group, Ainge (from and after the Separation Time), and each of their respective successors and assigns, and all Persons who are or have been shareholders, directors, partners, managers, managing members, officers, agents or employees of any member of the Newco Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns.

“ Newco Independent Contractors ” means each independent contractor of any member of the Newco Group who is actively providing services as of the Separation Date and is either (i) exclusively or primarily engaged in the A&S Business ; or (ii) necessary for the ongoing operation of the A&S Business following the Separation Date, which shall include, for the avoidance of doubt, each service provider in India or Mexico who is engaged through a third party employer as of the Separation Date.

“ Newco Subs ” has the meaning set forth in the Distribution Agreement.

“ Non-Automatic Transfer Employees ” shall mean any Newco Employee who is not an Automatic Transfer Employee.

“ Participating Company ” means Fox or any Person (other than an individual) participating in a Fox Benefit Arrangement.

“ Party ” or “ Parties ” has the meaning set forth in the preamble.

“ Pension Transfers ” has the meaning set forth in Section 3.1(b) .

“ Person ” has the meaning set forth in the Distribution Agreement.

“ Requesting Party ” has the meaning set forth in Section 2.1(d) .

“ Savings Transfers ” has the meaning set forth in Section 4.2(b) .

“ Separation ” has the meaning set forth in the Distribution Agreement.

“ Separation Date ” has the meaning set forth in the Distribution Agreement.

“ Separation Time ” has the meaning set forth in the Distribution Agreement.

“ Subsidiary ” has the meaning set forth in the Distribution Agreement.

“ Tax ” or “ Taxes ” has the meaning set forth in the Tax Matters Agreement.

“ Tax Matters Agreement ” means the Tax Matters Agreement, as defined in the Distribution Agreement, as it may be amended from time to time in accordance with the terms thereof.

“ Third-Party Claim ” has the meaning set forth in Section 9.2(b) .

“ Third-Party Proceeds ” has the meaning set forth in Section 9.3(a) .

“ Transactions ” has the meaning set forth in the Distribution Agreement.

“ Transfer Regulations ” means (i) all laws of any member state of the European Union implementing the European Union Council Directive 2001/23/EC of 12 March 2001 on the approximation of the Laws of member states of the European Union relating to the safeguarding of employees’ rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses (the “ Acquired Rights Directive ”) and legislation and regulations of any member state of the European Union implementing such Acquired Rights Directive, and (ii) any similar Laws in any jurisdiction providing for an automatic transfer, by operation of law, of employment in the event of a transfer of business.

“ Transferor Fox Non-U.S. Retirement Plans ” has the meaning set forth in Section 3.1(b) .

“ Transferor Fox Non-U.S. Savings Plans ” has the meaning set forth in Section 4.2(b) .

“ Transferred Benefit Arrangements ” means each Transferred Fox Non-U.S. Retirement Plan and each Transferred Fox Non-U.S. Savings Plan.

“ Transferred Fox Non-U.S. Retirement Plan ” has the meaning set forth in Section 3.1(c) .

“ Transferred Fox Non-U.S. Savings Plan ” has the meaning set forth in Section 4.2(c) .

“ Vested Fox Option ” has the meaning set forth in Section 7.1(a) .

“ Vested Fox RSU ” has the meaning set forth in Section 7.1(b) .

Section 1.2. References; Interpretation . Unless the context otherwise requires:

(a) references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement; and

(b) references in this Agreement to any time shall be to the then prevailing New York City, New York time unless otherwise expressly provided herein.

Section 1.3. Relation to Other Documents . To the extent there is any inconsistency between this Agreement and the terms of another agreement pertaining to the Separation or Merger (other than any Collective Bargaining Agreement) that is the subject of this Agreement and such inconsistency (i) arises in connection with or as a result of employment with or the performance of services before or after the Separation for any member of the Fox Group, Newco Group or Ainge Group and (ii) relates to the allocation of Liabilities attributable to the employment, service, termination of employment or termination of service of all present or former Fox employees, Newco Employees, Former Newco Employees or any of their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was or is determined to be an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Fox Group or the Newco Group), the terms of this Agreement shall prevail.

Article II

GENERAL PRINCIPLES

Section 2.1. Assumption and Retention of Liabilities .

(a) Effective as of the Separation Time, subject to Section 2.1(b) , Fox shall, or shall cause one or more members of the Fox Group to, assume or retain, as applicable, and pay, perform, fulfill and discharge, in due course in full, (i) all Liabilities under all Fox Benefit Arrangements, except for any such Liabilities relating to Newco Employees, whenever incurred; (ii) all Liabilities arising out of, relating to or resulting from the employment, service, termination of employment or termination of service of all employees and independent contractors (other than, solely to the extent arising out of, relating to or resulting from service to the A&S Business, Newco Employees and Newco Independent Contractors) of any member of the Fox Group or the Newco Group and their dependents and beneficiaries (and any alternate payees in respect thereof); (iii) all Liabilities arising out of, relating to or resulting from the transfer of Newco Employees from the Fox Group to the Newco Group that arise in respect of any applicable notice and/or severance obligations or obligations to notify and/or consult in compliance with a Collective Bargaining Agreement or applicable Law, including but not limited to the Transfer Regulations; provided that any such Liabilities do not arise because of a breach of this Agreement by any member of the Ainge Group; (iv) any Liabilities arising out of, relating to or resulting from any misclassification prior to the Closing Date of any Newco Independent

Contractor located in India or Mexico who is engaged through a third party employer as an independent contractor rather than as an employee; (v) any Liabilities of Fox or any of its Affiliates as a result of being treated as an ERISA Affiliate with any Person at any time during the six-year period prior to the Closing Date under Title IV of ERISA, Section 302 of ERISA, or Sections 412 or 4971 of the Code, or as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code or similar state law (other than any Liability of a member of the Newco Group as a result of it being an ERISA Affiliate of any member of the Ainge Group after the Closing) ; and (v i ) any other Liabilities or obligations expressly assigned to or assumed or retained by Fox or any of its Affiliates under this Agreement.

(b) Effective as of the Separation Time, Newco shall, or shall cause one or more members of the Newco Group to, assume or retain, as applicable, and pay, perform, fulfill and discharge, in due course in full, (i) all Liabilities under all Fox Benefit Arrangements relating to Newco Employees, whenever incurred, other than those that are explicitly retained by the Fox Group pursuant to this Agreement; (ii) all Liabilities arising out of, relating to or resulting from the employment, service, termination of employment or termination of service of all Newco Employees and Newco Independent Contractors and their dependents and beneficiaries (and any alternate payees in respect thereof), to the extent arising out of, relating to or resulting from such individuals’ service to the A&S Business; (iii) all severance Liabilities arising out of, relating to or resulting from the failure of a Non-Automatic Transfer Employee outside of the Unites States to transfer employment to a member of the Newco Group that arise because of a breach of this Agreement by any member of the Ainge Group; and (iv) any other Liabilities or obligations expressly assigned to or assumed or retained by Newco or any of its Affiliates under this Agreement.

(c) All Liabilities assigned to or assumed or retained by Fox or a member of the Fox Group under this Agreement shall be Excluded Liabilities for purposes of the Distribution Agreement. All Liabilities assigned to or assumed or retained by Newco or a member of the Newco Group under this Agreement shall be A&S Liabilities for purposes of the Distribution Agreement.

(d) From time to time after the Separation Time, the Parties shall promptly reimburse one another, upon reasonable request of the Party requesting reimbursement (the “ Requesting Party ”) and the presentation by such Party of such substantiating documentation as the other Party shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by the Requesting Party or its Affiliates (including for any such Liabilities that transfer to the Newco Group or the Ainge Group by operation of Law or Collective Bargaining Agreement) that are, or that have been made pursuant to this Agreement, the responsibility of the other Party or any of its Affiliates. Any such reimbursement shall (i) be equal to the cost actually incurred by the Requesting Party, including the employer-portion of any associated Employment Taxes payable by the Requesting Party in connection therewith, less the present value of any item of loss, deduction or credit which decreases net Taxes paid or payable by the Requesting Party as a result of such cost and any related Employment Taxes (it being understood that such amounts shall be reasonably determined in good faith by the Requesting Party in consultation with the other Parties and in making such determination, shall take into account any anticipated income or gain to the Requesting Party in connection with such reimbursement and

any advisor costs incurred by the Requesting Party in connection with the calculation of net Tax benefits pursuant to this Section 2.1(d) ) and (ii) be submitted to the other Party within 30 days of the payment by the Party requesting reimbursement.

(e) Subject to applicable Law and the Tax Matters Agreement, Fox shall retain responsibility for all employee-related regulatory filings for reporting periods ending at or prior to the Effective Time, except for Equal Employment Opportunity Commission EEO-1 reports and affirmative action program (AAP) reports and responses to Office of Federal Contract Compliance Programs (OFCCP) submissions, for which Fox shall provide data and Information (to the extent permitted by applicable Laws and consistent with Section 10.1 ) to Newco, which shall be responsible for making such filings in respect of Newco Employees.

(f) Fox shall be the responsible party for duly preparing and timely filing or causing to be duly prepared and timely filed all Employment Tax Returns required or permitted to be filed by any member of the Fox Group and, on or prior to the Distribution Date, by any member of the Newco Group. Fox shall be liable for all Employment Taxes due or payable for or with respect to services provided by employees or deemed employees of any member of the Fox Group at any time and services provided by employees or deemed employees of any member of the Newco Group on or prior to the Distribution Date. Fox, at its sole expense, shall have exclusive control over the conduct and resolution of any audit, litigation, contest, dispute, or other proceeding relating to Employment Taxes of any member of the Fox Group; provided , that Fox shall notify, cooperate and reasonably share control with Newco and Ainge (which shall be permitted to participate in any such proceeding at their own expense) with respect to any such proceeding to the extent it relates to any Employment Taxes or related Losses for which Newco or Ainge may be liable pursuant to Article IX .

(g) Newco shall be the responsible party for duly preparing and timely filing or causing to be duly prepared and timely filed all Employment Tax Returns of any member of the Newco Group with respect to periods (or portions thereof) following the Distribution Date or required to be filed by any member of the Newco Group after the Distribution Date. Newco shall be liable for all Employment Taxes due or payable for or with respect to services provided by employees or deemed employees of any member of the Newco Group after the Distribution Date. Newco, at its sole expense, shall have exclusive control over the conduct and resolution of any audit, litigation, contest, dispute, or other proceeding relating to Employment Taxes of any member of the Newco Group; provided , that Newco shall notify, cooperate and reasonably share control with Fox (which shall be permitted to participate in any such proceeding at its own expense) with respect to any such proceeding to the extent it relates to any Employment Taxes or related Losses for which Fox may be liable pursuant to Article IX .

(h) With respect to any Employment Tax Return required to be filed pursuant to this Agreement, the party responsible for preparing and filing such Employment Tax Return shall remit or cause to be remitted to the applicable taxing authority in a timely manner any Taxes due in respect of any such Employment Tax Return. In the case of any Employment Tax Return for which the Party that is not responsible for preparing and filing such Employment Tax Return is obligated pursuant to this Agreement to pay all or a portion of the Taxes reported as due on such Employment Tax Return, the party responsible for preparing and filing such Employment Tax Return shall notify the other Party, in writing, of its obligation to pay such

Taxes and, in reasonably sufficient detail, its calculation of the amount due by such other Party and the Party receiving such notice shall pay such amount to the party responsible for preparing and filing such Employment Tax Return upon the later of five (5) Business Days prior to the date on which such payment is due and fifteen (15) Business Days after the receipt of such notice .

Section 2.2. Treatment of Compensation and Benefit Arrangements .

(a) Except as otherwise expressly provided for in this Agreement, and subject to the Newco Group’s obligations in relation to Newco Employees who transfer to the Newco Group at the Separation Time pursuant to the Transfer Regulations, Ainge will provide or cause to be provided to each Newco Employee (other than any Newco Employee who is covered by a Collective Bargaining Agreement), for a period commencing at the Effective Time and ending on December 31, 2019 (or such shorter period as such Newco Employee is employed by Ainge or one of its Affiliates), (i) a base salary or hourly wage rate, as applicable, that is at least equal to the base salary or hourly wage rate provided to such Newco Employee immediately prior to the Effective Time, (ii) short-term and long-term incentive and sales commission opportunities no less favorable in the aggregate than the short-term and long-term incentive and sales commission opportunities in effect for such Newco Employee, if any, immediately prior to the Effective Time, and (iii) health, welfare, retirement and automobile allowance benefits that have a value that is substantially similar in the aggregate to the value of those provided to such Newco Employee immediately prior to the Effective Time (it being understood that cash in lieu of any portion of the value of the benefits referenced in this clause (iii) shall be counted towards satisfaction of providing benefits with a value that is substantially similar in the aggregate); provided , that , any benefits referenced in this clause (iii) will only be taken into account to the extent that such benefits are (x) set forth, as of the date hereof, on Section 2.14(a) of the Fox Disclosure Letter to the Merger Agreement and the relevant Fox Benefit Plan is Made Available to Ainge as of the date hereof, (y) required by applicable Law or (z) customary in the applicable jurisdiction as determined by Ainge in good faith.

(b) Without limiting the generality of Section 2.2(a) , and unless payment on a pro rata basis or otherwise is required at or immediately prior to the Closing by applicable Law (in which case such required payments and the associated Employment Taxes shall be paid by Fox or the applicable member of the Fox Group), Ainge shall continue any cash incentive or sales commissions plans with performance periods that are incomplete as of the Closing until the end of the applicable performance periods and make payments to eligible participants thereunder in each case in accordance with the terms of the applicable cash incentive or sales commissions plans; provided , that, if the performance goals with respect to such cash incentive or sales commission plans are not discrete goals with respect to the A&S Business that can be maintained following the Effective Time, then the applicable member of the Ainge Group may adjust such performance goals in good faith, subject to the terms and conditions of the existing plan; provided , further , that the Parties agree to cooperate in good faith with respect to any other adjustments to such performance goals as may be reasonably necessary to effect the transactions contemplated by this Agreement, the Distribution Agreement and the Merger Agreement. Fox shall, or shall cause the appropriate member of the Fox Group, to promptly reimburse Ainge in accordance with the procedures set forth in Section 2.1(d) for a pro-rata portion (as described below) of the cost actually incurred by Ainge in making such payments for the applicable performance period in which the Closing occurs. Such pro-rata portion shall be determined by

multiplying (i) the cost actually incurred by Ainge in making such payments to eligible Newco Employees under the applicable cash incentive or sale s commissions plans for the applicable performance period in which the Closing occurs by (ii) a fraction, the numerator of which is the number of days elapsed in the applicable performance period through the Closing Date and the denominator of which is the total number of days in the applicable performance period . The Fox Group shall retain all Liabilities in respect of Newco Employees pursuant to any cash incentive or sales commission plans that relate to any performance periods that are completed prior to the Closing .

(c) Without limiting the generality of Section 2.2(a) and subject to the Newco Group’s obligations in relation to employees who transfer to the Newco Group as of the Separation Time pursuant to the Transfer Regulations and applicable Law, Ainge shall, or shall cause the appropriate member of the Ainge Group to, honor each individual severance Contract with any Newco Employee in accordance with its terms as in effect immediately prior to the Effective Time, except as Ainge, or the applicable member of the Ainge Group, and such Newco Employee may otherwise agree in writing; provided , that, for the avoidance of doubt, the foregoing shall not apply to any Newco Employee who is covered by a Collective Bargaining Agreement; provided , further , that nothing herein shall interfere with any member of the Ainge Group’s rights or obligations to make such changes as are necessary to the Contract to comply with applicable Law. With respect to any Newco Employee located in the United States who (i) is not party to an individual severance Contract as of immediately prior to the Effective Time, (ii) is not covered by a Collective Bargaining Agreement and (iii) incurs a termination of employment by the Ainge Group or Newco Group on or before December 31, 2019, Ainge shall, or shall cause the appropriate member of the Ainge Group to, provide severance benefits that are substantially similar in the aggregate to those that such Newco Employee would have received upon such termination of employment immediately prior to the Effective Time (subject to satisfying any release of claims or similar requirements and compliance with the terms of any applicable separation or release agreement) (it being understood that for purposes of determining substantially similar severance benefits in the aggregate, the level of coverage of continued medical and other welfare benefits (or cash paid in lieu thereof) shall be deemed substantially similar to the level immediately prior to the Effective Time so long as (x) the duration of continuation of such benefits is at least equal to the period that would have been applicable in the event of termination of employment prior to the Effective Time and (y) the percentage of the employer subsidy of COBRA premiums in respect of such benefits is the same as the percentage of the employer subsidy paid by the Ainge Group on behalf of active Newco Employees).

Section 2.3. Participation in Fox Benefit Arrangements . Except as otherwise expressly provided for in this Agreement or as otherwise expressly agreed to in writing between the Parties, effective as of the Effective Time, (i) Newco and each member of the Newco Group, to the extent applicable, shall cease to be a Participating Company in any Fox Benefit Arrangement (other than a Transferred Benefit Arrangement), (ii) each Newco Employee shall cease to participate in, be covered by, accrue benefits under, or be eligible to contribute to any Fox Benefit Arrangement (other than a Transferred Benefit Arrangement), except to the extent of obligations that accrued before the Effective Time and that remain a Liability of any member of the Fox Group pursuant to this Agreement, and (iii) except as specifically provided in Section 3.1(e), any Person who participates in any Transferred Benefit Arrangement but is not a Newco Employee shall cease to participate in, be covered by, accrue benefits under, be eligible

to contribute to or have any rights under such Transferred Benefit Arrangement . Fox and Newco shall take all necessary action to effectuate this Section 2.3 .

Section 2.4. Service Recognition .

(a) Effective as of the Effective Time, and in addition to any applicable obligations under the Transfer Regulations or other applicable Law, Ainge shall, and shall cause each member of the Ainge Group to, give each Newco Employee full credit for purposes of eligibility, vesting, and determination of level of benefits under any Ainge Benefit Arrangement (but not with respect to eligibility for benefits or calculation or accrual of benefits under any retiree medical or welfare plans or, other than in respect of any Pension Transfer, accrual of benefits under any defined benefit program) for such Newco Employee’s service with any member of the Fox Group or Newco Group or any predecessor thereto prior to the Effective Time, to the same extent such service was recognized by the applicable Fox Benefit Arrangement immediately prior to the Effective Time; provided , that, such service shall not be recognized to the extent such recognition would result in the duplication of benefits.

(b) Without limiting the generality of the foregoing provisions of this Section 2.4 , (i) Ainge shall use reasonable efforts to cause each Newco Employee to be immediately eligible to participate, without any waiting time, in any and all Ainge Benefit Arrangements to the extent coverage under the Ainge Benefit Arrangement is provided by Ainge to similarly situated employees in the applicable jurisdiction as of the Effective Time, (ii) for purposes of each Ainge Benefit Arrangement that is a medical, dental or vision benefit plan, Ainge shall use reasonable efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such Ainge Benefit Arrangement to be waived for such employee and his or her covered dependents, and (iii) Ainge shall use reasonable efforts to cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Fox Benefit Arrangement ending on the date such employee’s participation in the corresponding Ainge Benefit Arrangement begins to be taken into account under such Ainge Benefit Arrangement for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with the Ainge Benefit Arrangement.

Section 2.5. Collective Bargaining Agreements .

(a) Notwithstanding anything in this Agreement to the contrary, prior to the Effective Time, Fox and Newco shall, to the extent required by applicable Law, take or cause to be taken all actions that are necessary (if any) for Newco or a member of the Newco Group to (i) continue to maintain or to assume and honor any Collective Bargaining Agreements that relate solely to Newco Employees; (ii) assume and honor any obligations of the Fox Group under Collective Bargaining Agreements that are maintained outside of the United States in accordance with industry or regulatory standards, as such obligations relate to Newco Employees; and (iii) continue to maintain or to assume and honor any pre-existing collective bargaining relationships (in each case including obligations that arise in respect of the period both before and after the date of employment by the Newco Group) in respect of any Newco Employees and any Employee Representatives.

(b) As of the Effective Time, Ainge shall, or shall cause Newco or a member of the Newco Group to (i) continue to maintain or to assume and honor any Collective Bargaining Agreements that relate solely to Newco Employees; (ii) assume and honor any obligations of the Fox Group under Collective Bargaining Agreements that are maintained outside of the United States in accordance with industry or regulatory standards, as such obligations relate to Newco Employees; and (iii) continue to maintain or to assume and honor any pre-existing collective bargaining relationships (in each case including obligations that arise in respect of the period both before and after the date of employment by the Newco Group ) in respect of any Newco Employees and any Employee Representatives.

(c) Nothing in this Agreement is intended to alter the provisions of any Collective Bargaining Agreement or modify in any way the obligations of the Fox Group or the Newco Group to any Employee Representative or any other Person as described in such agreement.

Section 2.6. No Acceleration of Benefits . Except as otherwise provided in this Agreement, no provision of this Agreement shall be construed to create any right, or accelerate vesting or entitlement, to any compensation or benefit whatsoever on the part of any Newco Employee or other former, current or future employee of the Fox Group, Newco Group or Ainge Group under any Benefit Arrangement of the Fox Group, Newco Group or Ainge Group.

Section 2.7. Amendment Authority . Nothing in this Agreement is intended to prohibit any member of the Fox Group, Newco Group or Ainge Group from amending, terminating or otherwise modifying any employee benefit plans, policies or compensation programs in accordance with the terms thereof at any time prior to, on or after the Separation Date.

Section 2.8. No Commitment to Employment or Benefits . Nothing contained in this Agreement shall be construed as a commitment or agreement on the part of any individual to continue employment with the Fox Group, Newco Group or Ainge Group or to provide any recall or similar rights to an individual on layoff or any type of leave of absence or, except as otherwise specifically provided in this Agreement, as a commitment on the part of the Fox Group, Newco Group or Ainge Group to continue the compensation or benefits of any individual for any period. Without limiting the generality of Section 11.6 , this Agreement is solely for the benefit of the Fox Group, Newco Group and Ainge Group and nothing in this Agreement, express or implied, (i) is intended to confer any rights, benefits, remedies, obligations or Liabilities under this Agreement upon any Person, including any Newco Employee or other current or former employee, officer, director or contractor of the Fox Group, Newco Group or Ainge Group, other than the Parties and their respective successors and assigns or (ii) shall constitute an amendment or other modification of any employee benefit plan of the Fox Group, Newco Group or Ainge Group.

Section 2.9. Certain Employment Transfers .

(a) Subject to the requirements of applicable Law, and except as set forth below with respect to the treatment of Automatic Transfer Employees and Non-Automatic Transfer Employees outside of the United States, no later than the Separation Time, Fox shall

use reasonable best efforts to (A) cause the employment of any Newco Employee and the contract of services of any Newco Independent Contractor to be transferred to a member of the Newco Group at the Separation Time and (B) cause the employment of any individual who is employed by a member of the Newco Group but does not qualify as a Newco Employee and the contract of services between any independent contractor or consultant that does not qualify as a Newco Independent Contractor and a member of the Newco Group to be transferred to a member of the Fox Group .

(b) Fox shall use reasonable best efforts to cause each Automatic Transfer Employee to be employed by a member of the Newco Group at the Separation Time in accordance with applicable Law, and Newco agrees to take all actions reasonably necessary to cause the Newco Employees to be so employed.

(c) For Non-Automatic Transfer Employees outside of the United States where the transfer of employment is by way of termination/resignation and re-hire, the appropriate member of the Newco Group shall offer employment to each such employee effective on the Separation Date. Each such offer will be for employment (i) at a location within a reasonable proximity of the individual’s location of employment immediately prior to Closing, (ii) with the same base salary as is in effect immediately before the Separation Date, and (iii) that otherwise complies with the requirements of Section 2.2 to the extent permitted by Law. Notwithstanding the foregoing, the obligation pursuant to clause (i) shall be (A) at a work location in the same metropolitan area (or a work-at-home arrangement for a Newco Employee whose job can reasonably be performed through such an arrangement) for any Newco Employee employed as of the Separation Date at a location that was disclosed to Ainge in writing prior to the date hereof; or (B) for any Newco Employee located in a location that was not disclosed to Ainge in writing as of the date hereof, an existing Ainge location (if any) in the same metropolitan area or a work-at-home arrangement in the country where the Newco Employee is located as of the Separation Date, provided that solely in the case of clause (B), the obligation pursuant to clause (i) shall not apply in the event that there is no existing Ainge location in such metropolitan area and the Newco Employee’s job cannot reasonably be performed through a work-at-home arrangement. For Non-Automatic Transfer Employees outside of the United States where the transfer of employment is by way of employer substitution, the appropriate member of the Fox Group shall effectuate an employer substitution on the Separation Date with respect to the employees, to the extent permitted by and in accordance with applicable Law, pursuant to which each appropriate member of the Newco Group will employ the employees, and will acknowledge and accept all rights, obligations, duties, and responsibilities with respect to such employees as of the Separation Date. Such employer substitution shall comply with the requirements of Section 2.2 to the extent permitted by Law.

(d) Fox Group and Newco Group agree to execute, and to seek to have the applicable Newco Employees execute, such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.9 . Ainge shall provide the Information, within reason, as requested by Fox in sufficient time to enable Fox and the applicable members of the Fox Group to meet their information and consultation requirements pursuant to the Transfer Regulations, any Collective Bargaining Agreement or otherwise, including pursuant to Section 2.10(a) , provided that any such requests are timely received. Fox shall provide the Information, within reason, as requested by Ainge in sufficient time to enable Ainge and the

applicable members of the Ainge Group to meet their information and consultation requirements pursuant to the Transfer Regulations, any Collective Bargaining Agreement or otherwise, including pursuant to Section 2.10(b) , provided that any such requests are timely received. To the extent a Newco Employee objects, rejects or refuses to transfer to Newco Group, such employee shall remain employed by Fox, or the applicable member of the Fox Group , and shall no longer be considered a Newco Employee to the extent permitted by Law . Fox and Ainge shall cooperate, in good faith, to enable Ainge and/or Fox to meet their respective information and consultation requirements pursuant to the Transfer Regulations, any Collective Bargaining Agreement or otherwise, including pursuant to Section 2.10(b) .

(e) In the case of any Delayed Transfer Newco Employee who remains employed by the Fox Group after the Separation Date as a result of clause (B) of the definition of Delayed Transfer Newco Employee, the Parties will cooperate in good faith (i) in respect of the provision of such employee’s services to the Ainge Group after the Effective Time and the allocation of costs associated with such services and (ii) to facilitate such employee’s transfer of employment to the Ainge Group as soon as practicable following the Effective Time.

Section 2.10. Information and Consultation .

(a) Fox shall and shall cause its Subsidiaries and each member of the Newco Group that is to employ any Newco Employee to comply with all requirements and obligations to inform, consult or otherwise notify any Newco Employees or Employee Representatives in relation to the Separation, Distribution, Merger and any other consequence of the transactions contemplated by Distribution Agreement and the Merger Agreement, whether required pursuant to any Collective Bargaining Agreement, the Transfer Regulations or other applicable Law.

(b) Ainge shall and shall cause its Subsidiaries and Merger Sub to comply with all requirements and obligations to inform, consult or otherwise notify any Ainge Group employees or any representatives of them in relation to the Merger and any other consequence of the transactions contemplated by this Agreement and the Merger Agreement whether required pursuant to any collective bargaining agreement applicable to Ainge Group employees, the Transfer Regulations or other applicable Law.

Section 2.11. Certain Requirements . Notwithstanding anything in this Agreement to the contrary, if the terms of a Collective Bargaining Agreement or applicable Law require that any assets or Liabilities be retained by the Fox Group or transferred to or assumed by the Newco Group or Ainge in a manner that is different from that set forth in this Agreement, such retention, transfer or assumption shall be made in accordance with the terms of such Collective Bargaining Agreement or applicable Law and shall not be made as otherwise set forth in this Agreement, but shall remain subject to any Party’s obligation to reimburse any other Party as set forth in Section 2.1(d) .

Section 2.12. Sharing of Information . On and after the date hereof and in each case to the extent permitted by applicable Law, Fox shall, and shall cause each member of the Fox Group to use reasonable efforts to (i) share any materials and documents with Newco and Ainge that are reasonably determined to be necessary to permit Newco and Ainge to effectuate the provisions of this Agreement and (ii) make available any Newco Employees to

Newco and Ainge for purposes of making any communications to such Newco Employees relating to the provisions of this Agreement; provided that Fox shall be permitted to have a representative present at any meeting between Newco or Ainge and a Newco Employee that occurs prior to the Effective Time.

Article III

DEFINED BENEFIT PLANS

Section 3.1. Non-U.S. Retirement Plan Participation .

(a) Subject to any Collective Bargaining Agreement and applicable Law, effective as of the Effective Time, the active participation of each Newco Employee who is a participant in a Fox Non-U.S. Retirement Plan shall automatically cease and no Newco Employee shall thereafter accrue any benefits under any such Fox Non-U.S. Retirement Plan. With respect to any Fox Non-U.S. Retirement Plan that is not a Transferor Fox Non-U.S. Retirement Plan or a Transferred Fox Non-U.S. Retirement Plan, Fox shall, or shall cause a member of the Fox Group to, take all actions necessary (including by amendment of such Fox Non-U.S. Retirement Plan) to provide that the Newco Employees participating in such Fox Non-U.S. Retirement Plan shall be fully vested in their accrued benefits under such Fox Non-U.S. Retirement Plan as of the Effective Time.

(b) With respect to each Fox Non-U.S. Retirement Plan listed on Schedule A hereto (which may be updated no more than 30 days prior to the Effective Time with the mutual written consent of Fox and Ainge), or with respect to which a transfer of assets or Liabilities is required by applicable Law or Collective Bargaining Agreement (collectively, the “ Transferor Fox Non-U.S. Retirement Plans ”), Ainge shall, or shall cause a member of the Ainge Group to, use its reasonable efforts to establish or maintain one or more noncontributory defined benefit retirement plans (such noncontributory defined benefit plan or plans, the “ Ainge Non-U.S. Retirement Plans ”) in which each Newco Employee who participated in such Transferor Fox Non-U.S. Retirement Plan immediately prior to the Separation Time will be eligible to participate as soon as practicable following the Effective Time with terms substantially similar to the terms of the applicable Transferor Fox Non-U.S. Retirement Plan as in effect immediately prior to the Separation Time. Fox shall cause the Transferor Fox Non-U.S. Retirement Plans to transfer (and Ainge shall cause the Ainge Non-U.S. Retirement Plans to accept a transfer of) (i) Liabilities in respect of the obligations to or otherwise in respect of Newco Employees under the Transferor Fox Non-U.S. Retirement Plans and (ii) any assets held by or on behalf of Fox that correspond to the Liabilities so transferred (such transfers, the “ Pension Transfers ”). The Pension Transfers shall be effected in accordance with applicable Law and local custom and practice; provided that if the mechanism for transfer of such assets and Liabilities is not mandated by applicable Law, then the assets and Liabilities relating to Newco Employees in respect of any applicable Transferor Fox Non-U.S. Retirement Plan in such jurisdiction will be transferred on a projected benefit obligation basis as determined in accordance with GAAP and based on the applicable discount rates used in Fox’s most recent audited financial statements relating to the applicable Fox Non-U.S. Retirement Plan (updated as of the Effective Time). Fox shall use commercially reasonable efforts to provide that all assets transferred in accordance with

this subsection (b) shall be transferred in the form of cash, insurance contracts or marketable securities unless otherwise required by applicable Law.

(c) Notwithstanding anything set forth in Section 3.1(b) and subject to any Collective Bargaining Agreement, effective as of the Effective Time, Ainge or the appropriate Ainge Group member shall assume sponsorship of, and shall assume all assets and Liabilities relating to, any Fox Non-U.S. Retirement Plan in which all of the participants immediately prior to the Effective Time are Newco Employees (each, a “ Transferred Fox Non-U.S. Retirement Plan ”), subject to Section 3.1(e) in respect of Legacy Participants.

(d) Ainge shall be responsible for any and all Liabilities (including Liability for funding) and other obligations assumed pursuant to this Section 3.1 with respect to any Transferor Fox Non-U.S. Retirement Plan and with respect to any Transferred Fox Non-U.S. Retirement Plan (in both cases, other than Liabilities thereunder arising out of, relating to or resulting from any violation of applicable Laws or Collective Bargaining Agreement by any member of the Fox Group).

(e) Notwithstanding anything set forth in Section 3.1 and subject to any Collective Bargaining Agreement, Fox or Newco shall, or shall cause a member of the Fox Group or Newco Group, as applicable, to use commercially reasonable efforts with respect to each Transferred Fox Non-U.S. Retirement Plan to provide that any participants in each plan who are not Newco Employees (regardless of whether such participant is formerly or currently employed by the Fox Group or Newco Group) shall cease participation in such Transferred Fox Non-U.S. Retirement Plan as of no later than immediately prior to the Separation Time. If, following the use of such commercially reasonable efforts or otherwise due to legal or regulatory requirements, Fox determines in good faith (after consultation with Ainge) that it is not commercially practicable or otherwise not possible to effect the cessation of participation of any participant in such Transferred Fox Non-U.S. Retirement Plan who is not a Newco Employee as per the preceding sentence (a “ Legacy Participant ”), then the Parties agree that (i) solely with respect to benefits accrued prior to the Separation Time and not with respect to any future benefit accruals, such Legacy Participant shall remain in such Transferred Fox Non-U.S. Retirement Plan following the Separation Time in accordance with the terms thereof, and (ii) notwithstanding the participation of any Legacy Participant, such Fox Non-U.S. Retirement Plan shall be treated as a Transferred Non-U.S. Fox Retirement Plan under this Agreement; provided , that , in accordance with Section 2.1(d) , Fox shall, or shall cause the appropriate member of the Fox Group to, pay Ainge an amount determined in good faith by the Parties to represent a reasonable estimate of the additional administrative cost to the Ainge Group of having to retain the Legacy Participants in the Transferred Non-U.S. Fox Retirement Plan.

(f) Except as specifically provided in this Section 3.1 , no member of the Ainge Group shall have any Liability with respect to any Fox Non-U.S. Retirement Plan or other Fox Benefit Arrangement that is a defined benefit retirement plan.

Article IV

DEFINED CONTRIBUTION PLANS

Section 4.1. U.S. Savings Plan Participation .

(a) Effective as of the Effective Time, (i) the active participation of each Newco Employee who is a participant in a Fox U.S. Savings Plan shall automatically cease and no Newco Employee shall thereafter accrue any benefits under any such Fox U.S. Savings Plan and (ii) Fox shall cause each such Newco Employee to become fully vested in such Newco Employee’s account balances under such Fox U.S. Savings Plan.

(b) Effective no later than the Effective Time, Ainge shall, or shall cause a member of the Ainge Group to, use reasonable efforts to establish or maintain one or more defined contribution savings plans and related trusts that satisfy the requirements of Sections 401(a) and 401(k) of the Code (such defined contribution savings plan or plans, the “ Ainge U.S. Savings Plans ”) in which each Newco Employee who participated in a Fox U.S. Savings Plan immediately prior to the Separation Time will be eligible to participate as of the Effective Time, with terms that are fully equivalent to those provided by Ainge to similarly situated employees of Ainge as of the Effective Time.

(c) Ainge shall use reasonable efforts, or shall cause a member of the Ainge Group to use reasonable efforts, to take all necessary actions to cause the applicable Ainge U.S. Savings Plan in which a Newco Employee is eligible to participate to permit each such Newco Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code and inclusive of any loans), in the form of cash, notes or shares of Fox Common Stock, as applicable, in an amount equal to the full account balance distributed to such Newco Employee from the Fox U.S. Savings Plan to the applicable Ainge U.S. Savings Plan.

(d) Ainge shall cause the Ainge U.S. Savings Plan to provide that all shares of Fox Common Stock transferred into the Ainge U.S. Savings Plan in connection with Section 4.1(c) shall, to the extent still held under the Ainge U.S. Savings Plan, be maintained under the Ainge U.S. Savings Plan in compliance with all requirements of ERISA and applicable Laws; provided that Ainge shall not be required to permit the investment of contributions made after the Closing Date into Fox Common Stock, but will be required to permit Newco Employees who participate in the Ainge U.S. Savings Plan to continue to hold shares of Fox Common Stock transferred into the Ainge U.S. Savings Plan in connection with Section 4.1(c) through a self-directed brokerage account under the Ainge U.S. Savings Plan.

(e) Ainge shall cause profit sharing contributions to be made to the accounts of Newco Employees who participate in the Ainge U.S. Savings Plan in respect of the calendar year in which Closing occurs, which contributions shall be made in cash within the first quarter of the following calendar year to the extent consistent with the Fox U.S. Savings Plan in which the applicable Newco Employee participated immediately prior to the Effective Time. The value of such profit sharing contributions will be determined in a manner reasonably consistent, as determined by Ainge, with the manner that Fox determined profit sharing contributions in

respect of the 2017 calendar year. Fox shall, or shall cause the appropriate member of the Fox Group , to promptly reimburse Ainge in accordance with the procedures set forth in Section 2.1(d) for a pro-rata portion (as described below) of the cost actually incurred by Ainge in making such profit sharing contributions payments for the calendar year in which the Closing occurs . Such pro-rata portion shall be determined by multiplying (i) the cost actually incurred by Ainge in making such profit sharing contributions to eligible Newco Employees by (ii) a fraction, the numerator of which is the number of days elapsed in the calendar year in which the Closing occurs t hrough the Closing Date and the denominator of which is 365 . The Fox Group shall make any profit sharing contributions to the Fox U.S. Savings Plans that relate to any calendar year that is completed prior to the Closing on behalf of Newco Employees in respect of such year to the same extent and at the same time as for other similarly situated employees of the Fox Group who remain employed by the Fox Group following the Separation Time.

(f) Fox shall retain all accounts and all assets and Liabilities relating to the Fox U.S. Savings Plans in respect of each Former Newco Employee and each Newco Employee who does not elect a rollover. Fox shall indemnify, defend and hold harmless the Ainge Indemnitees and the Newco Indemnitees for any Losses or Liabilities related to or arising under any Fox U.S. Savings Plan to the extent related to any act or omission or operation of such Fox U.S. Savings Plan occurring prior to the Effective Time (including any Losses or Liabilities under such Fox U.S. Savings Plan arising out of, relating to or resulting from any violation of applicable Laws or Collective Bargaining Agreement by any member of the Fox Group).

Section 4.2. Non-U.S. Savings Plan Participation .

(a) Subject to any Collective Bargaining Agreement and applicable Law, effective as of the Effective Time, the participation of each Newco Employee who is a participant in a Fox Non-U.S. Savings Plan shall automatically cease and no Newco Employee shall thereafter accrue any benefits under any such Fox Non-U.S. Savings Plan.

(b) With respect to each Fox Non-U.S. Savings Plan that is not a Transferred Fox Non-U.S. Savings Plan, each of which shall be Made Available (as defined in the Merger Agreement) to Ainge within forty-five (45) days after the date hereof (the “ Transferor Fox Non-U.S. Savings Plans ”), Ainge shall, or shall cause a member of the Ainge Group to, establish or maintain one or more plans in which each Newco Employee who participated in such Transferor Fox Non-U.S. Savings Plan immediately prior to the Separation Time will be eligible to participate as of the Effective Time, with terms (excluding employer contributions) no less favorable than the terms of the applicable Fox Non-U.S. Savings Plan as in effect immediately prior to the Separation Time (such plan or plans, the “ Ainge Non-U.S. Savings Plans ”). Fox shall cause the Transferor Fox Non-U.S. Savings Plans to transfer (and Ainge shall cause the Ainge Non-U.S. Savings Plans to accept a transfer of) (i) Liabilities in respect of the obligations to or otherwise in respect of Newco Employees under the Transferor Fox Non-U.S. Savings Plans and (ii) any assets held by or on behalf of Fox that correspond to the Liabilities so transferred (such transfers, the “ Savings Transfers ”). Except as otherwise agreed by the Parties after the date hereof, such transfer shall be effected in accordance with applicable Law and local custom and practice.

(c) Notwithstanding anything set forth in S ection 4.2(b) and subject to any Collective Bargaining Agreement, effective as of the Effective Time, Ainge shall assume sponsorship of, and shall assume all assets and benefit Liabilities relating to any Fox Non- U.S. Savings Plan in which all of the participants immediately prior to the Effective Time are Newco Employees (each, a “ Transferred Fox Non-U.S. Savings Plan ” ) .

(d) Ainge shall be responsible for any and all Liabilities (including Liability for funding) and other obligations with respect to the Ainge Non-U.S. Savings Plans and any Transferred Fox Non-U.S. Savings Plan (other than Liabilities for benefit payments, Liabilities thereunder arising out of, relating to or resulting from any violation of applicable Laws or Collective Bargaining Agreement by any member of the Fox Group).

(e) Except as specifically provided in this Section 4.2 , no member of the Ainge Group shall have any Liability with respect to any Fox Non-U.S. Savings Plan or other Fox Benefit Arrangement that is a defined contribution retirement plan.

(f) Fox shall retain all accounts and all assets and Liabilities relating to the Fox Non-U.S. Savings Plans in respect of each Former Newco Employee.

Article V

HEALTH AND WELFARE PLANS

Section 5.1. Health and Welfare Plan Participation . Subject to Section 2.2(a) and the Newco Group’s obligations in relation to employees who transfer to the Newco Group at the Separation Time pursuant to the Transfer Regulations, effective no later than the Effective Time, Ainge shall or shall cause a member of the Ainge Group to establish or maintain health and welfare plans (which term shall include, but not be limited to, medical, dental, vision, disability and life insurance coverage) for the benefit of each Newco Employee.

Section 5.2. Certain Liabilities .

(a) With respect to employee welfare and fringe benefits, (i) Fox shall fully perform, pay and discharge, under the Fox Welfare Plans, all claims of Newco Employees that are incurred but not paid prior to the Effective Time and all claims of Former Newco Employees and (ii) Ainge shall fully perform, pay and discharge, under the Ainge Welfare Plans, from and after the Effective Time, all claims of Newco Employees that are incurred from and after the Effective Time under the applicable Ainge Benefit Arrangement.

(b) For purposes of this Section 5.2 , a claim or Liability is deemed to be incurred (i) with respect to medical, dental, vision and/or prescription drug benefits, upon the rendering of health services giving rise to such claim or Liability, (ii) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or Liability and (iii) with respect to disability benefits, upon the first date of the event resulting in the individual’s disability, as determined by the disability benefit insurance carrier or claim administrator, giving rise to such claim or Liability.

Section 5.3. Time-Off Benefits .

(a) To the extent any Newco Employee is required, under any Collective Bargaining Agreement or by applicable Law, to be paid in connection with the transfer of employment with the Newco Group or the Distribution for any vacation time, paid time off and other time-off benefits as such Newco Employee had with the Fox Group as of immediately before the Effective Time, Fox shall, or shall cause another member of the Fox Group to, (i) pay such Newco Employee the amounts owed and the associated Employment Taxes, and (ii) subject to the following sentence, retain all Liabilities with respect to such amounts, including with respect to Tax withholding, reporting, remitting or payment obligations or any regulatory filing obligation in connection therewith. Ainge shall, or shall cause the appropriate member of the Ainge Group, to promptly reimburse Fox in accordance with the procedures set forth in Section 2.1(d) for the cost actually incurred by Fox in paying such amounts.

(b) Unless otherwise required by Section 5.3(a) , (A) Ainge shall credit each Newco Employee as of the Separation Time with the amount of accrued but unused vacation time, paid time off and other time-off benefits as such Newco Employee had with the Fox Group as of immediately before the Separation Time, (B) Ainge shall cause each Newco Employee to be eligible to use any accrued but unused vacation time, paid time off and other time-off benefits as such Newco Employee had with Fox as of immediately before the Effective Time, (C) to the extent in excess of the amount that would have been available to the Newco Employee had the Newco Employee’s service with Newco been treated as service with Ainge, Ainge shall pay any Newco Employee for any excess amount not used in accordance with the foregoing clause (B), subject to applicable law, and (D) as of the Effective Time, each Newco Employee shall be subject to Ainge’s vacation policy (prorated as of the Effective Time) for the year in which the Closing occurs, subject to applicable law; provided , however , that Ainge shall provide Newco Employees with credit for employment service with Fox for purposes of determining each Newco Employee’s eligibility for and future accruals of vacation days under the Ainge vacation policy. Subject to Section 2.2(a) , time-off benefits for Newco Employees will be fully equivalent to those provided by Ainge to similarly situated employees of Ainge in the applicable jurisdiction as of the date hereof.

Section 5.4. OPEB .

(a) (i) Effective no later than the Effective Time, the participation of each Newco Employee who is a participant in a Fox U.S. OPEB Plan shall automatically cease and (ii) effective no later than the date of such cessation, Ainge shall, or shall cause a member of the Ainge Group, to (A) have in effect a retiree health and welfare benefit plan for the benefit of each Newco Employee (the “ Ainge OPEB Plan ”) with terms that are substantially similar to those provided to the applicable Newco Employee under the Fox U.S. OPEB Plan immediately prior to the Effective Time and (B) fully perform, pay and discharge all obligations of the Fox U.S. OPEB Plan relating to Newco Employees, subject to the ability to amend, modify or terminate the Ainge OPEB Plan to the extent such ability exists pursuant to the Fox U.S. OPEB Plan as of the date hereof.

(b) Fox shall retain all Liabilities relating to the Fox U.S. OPEB Plan in respect of each Former Newco Employee.

Article VI

EXECUTIVE BENEFIT PLANS

Section 6.1. Non-Qualified Deferred Compensation Plans .

(a) Effective as of the Effective Time, the active participation of each Newco Employee who is a participant in the Fox NQDC Plan shall automatically cease and no Newco Employee shall thereafter accrue any benefits under any such Fox NQDC Plan.

(b) Ainge shall, or shall cause a member of the Ainge Group to, establish or maintain a non-qualified deferred compensation plan in which each Newco Employee who participated in the Fox NQDC Plan immediately prior to the Separation Time will be eligible to participate as of the Effective Time, with terms no less favorable than the terms of the Fox NQDC Plan as in effect immediately prior to the Separation Time (such plan, the “ Ainge NQDC Plan ”); provided , that , in no event will Ainge be required to permit any participant therein to make elective deferral contributions other than those in effect as of the date hereof. Fox shall cause the Fox NQDC Plan to transfer (and Ainge shall cause the Ainge NQDC Plan to accept a transfer of) (i) Liabilities in respect of the obligations to or otherwise in respect of Newco Employees under the Fox NQDC Plan and (ii) any assets held by or on behalf of Fox that correspond to such Liabilities. Ainge shall be responsible for any and all Liabilities and other obligations with respect to the Ainge NQDC Plan.

(c) For purposes of the Ainge NQDC Plan, any account balances relating to Newco Employees shall be credited with investment returns (including losses, if applicable) based on performance of one or more notional funds that are available as an investment alternative pursuant to the Ainge NQDC Plan as in effect from time to time (which may consist of a notional fund relating to a rate of return on U.S. Treasury Notes or any other notional fund then available pursuant to the Ainge NQDC Plan), as selected by the participant in the Ainge NQDC Plan in accordance with the terms of such plan.

Article VII

TREATMENT OF FOX EQUITY AWARDS

Section 7.1. Retained Fox Equity Awards .

(a) Treatment of Vested Fox Options. Each Fox Option that is vested and exercisable as of immediately before the Effective Time (each, a “ Vested Fox Option ”) shall remain exercisable for a period of ninety (90) days commencing on the day immediately following the Closing Date, provided that in no event shall any such Vested Fox Option remain exercisable after the expiration of its term. Any such Vested Fox Option that remains unexercised as of the end of such ninety (90) day period shall, if and to the extent permitted by the applicable stock option award agreement, be automatically exercised prior to expiration in accordance with the terms and conditions of the applicable stock option award agreement. Each Vested Fox Option shall at all times remain subject to adjustment in accordance with the terms and conditions of the applicable Fox equity plan and stock option award agreement.

(b) Treatment of Vested Fox RSUs . Each Fox RSU that is vested but not settled as of immediately before the Effective Time (each a “ Vested Fox RSU ” ) shall be settled in shares of Fox Common Stock on or as soon as practicable after the Closing Date in accordance with the terms thereof . Each Vested Fox RSU shall at all times remain subject to adjustment in accordance with the terms and conditions of the applicable Fox equity plan and stock option award agreement.

Section 7.2. Cancelled Fox Equity Awards . Each (i) Fox Option that is unvested as of immediately before the Effective Time (the “ Cancelled Fox Options ”) and (ii) Fox RSU that is unvested as of immediately before the Effective Time (the “ Cancelled Fox RSUs ” and together with the Cancelled Fox Options, the “ Cancelled Fox Equity Awards ”) shall, effective as of immediately before the Effective Time, be cancelled by Fox without the payment by Fox of any consideration to the holder thereof.

Section 7.3. Ainge Retention Awards .

(a) Ainge shall, as soon as practicable following the Closing Date, and in any event within thirty (30) days after the Closing Date, grant to each Newco Employee who is a holder of a Cancelled Fox Equity Award a number of Ainge RSUs equal to the quotient of (i) such Newco Employee’s Cancelled Fox Equity Award Value and (ii) the Ainge Trading Price. As soon as practicable following the Closing Date, and in any event within thirty (30) days after the Closing Date, Fox shall, or shall cause the appropriate member of the Fox Group to, pay Ainge an amount in cash equal to the sum of (A) the excess, if any, of the Cancelled Fox Equity Award Value over $17,100,000 and (B) $4,000,000, provided that if the Cancelled Fox Equity Award Value is less than $17,100,000, then the amount in this clause (B) shall equal $4,000,000 minus 23.34% of the amount by which $17,100,000 exceeds the Cancelled Equity Award Value.

(b) The Ainge RSUs granted in accordance with this Section 7.3 shall be subject to the terms and conditions of the applicable stock plan maintained by Ainge pursuant to which they are granted and an award agreement provided by Ainge thereunder, which award agreement shall contain terms and conditions that are no less favorable than the terms and conditions for Ainge RSUs provided to similarly situated employees of the Ainge Group in the applicable jurisdiction; provided , that , the vesting dates of any such Ainge RSUs shall be either (x) the same as the corresponding vesting date as applied to the corresponding Cancelled Fox Equity Award or (y) such earlier or later vesting date that is consistent with a regular vesting date under the Ainge Equity Plans, provided that in no event may any such later vesting date be more than thirty (30) days later than the date that would have applied pursuant to the foregoing clause (x).

(c) Notwithstanding anything in this Section 7.3 to the contrary, if (i) the Ainge Equity Plans do not have a sufficient number of shares of Ainge Common Stock reserved for issuance in order to make the grants of Ainge RSUs contemplated by this Section 7.3 or (ii) the vesting period with respect to any portion of the Ainge RSUs would be less than six (6) months, then Ainge shall issue awards to the extent of the shortfall in clause (i) or as otherwise permitted by clause (ii) in the form of either (x) cash-settled restricted stock units tracking the value of shares of Ainge Common Stock with an equivalent grant date value rather than Ainge RSUs or (y) a fixed cash retention award subject to the vesting period described in Section

7.3(c) . In addition, if the Ainge Board (or a committee thereof designated to administer the Ainge Equity Plans) does not approve the grant of Ainge RSUs contemplated by Section 7.3(a) , then Ainge shall issue such awards in the form of cash-settled restricted stock units tracking the value of shares of Ainge Common Stock with an equivalent grant date value rather than Ainge RSUs .

Section 7.4. Necessary Actions . The Parties shall, as soon as practicable after the date hereof and in no event later than the Business Day prior to the Closing Date, take all actions as may be necessary to implement the provisions of this Article VII , including adopting any necessary resolutions and making any required plan amendments and award modifications and obtaining any required consents from Newco Employees.

Section 7.5. SEC Registration . All shares of Ainge Common Stock to be issued in respect of the Ainge RSUs shall be subject to an effective registration statement on Form S-8 (or another appropriate form) maintained by Ainge. Ainge shall use reasonable best efforts to keep such registration statement effective (and maintain the current status of the prospectus required thereby) for so long as any such Ainge RSUs remain outstanding.

Section 7.6. Tax and Regulatory Compliance for Retained Fox Equity Awards . To the extent any member of the Ainge Group or Newco Group is subject to Tax withholding, reporting, remitting or payment obligations or any regulatory filing obligation in connection with the Vested Fox Options or Vested Fox RSUs, respectively, the Parties agree to cooperate to ensure that such obligations are met and that any Employment Taxes payable by any member of the Ainge Group or Newco Group in connection with such awards shall be paid by Fox. The Parties hereby acknowledge and agree that (i) the members of the Fox Group shall be solely responsible for all obligations relating to reporting of Taxes to the appropriate Governmental Authority and remitting the amounts of any such Taxes required to be withheld (including any Employment Taxes) to the appropriate Governmental Authority in connection with the exercise, vesting or settlement of any such Vested Fox Option or Vested Fox RSU, and no member of the Ainge Group or the Newco Group shall have any Liability with respect thereto and (ii) Tax deductions relating to the Vested Fox Options and Vested Fox RSUs shall be retained by Fox. The obligations of the members of the Fox Group, Newco Group and Ainge Group to provide Information to the other party in order to allow the administration of the Vested Fox Options and Vested Fox RSUs pursuant to this Article VII are set forth in Article X .

Section 7.7. Compliance . In the event that the treatment specified in this Article VII hereof does not comply with applicable Law or results in adverse Tax consequences to the Parties or any Newco Employees, the Parties agree to negotiate in good faith alternative treatment that complies with applicable Law and does not result in adverse Tax consequences to the Parties or any Newco Employees, subject to any Party’s obligation to reimburse any other Party as set forth in Section 2.1(d) .

Article VIII

ADDITIONAL COMPENSATION MATTERS

Section 8.1. Workers’ Compensation Liabilities . Effective as of the Effective Time, Ainge shall assume all Liabilities for Newco Employees related to any and all workers’ compensation claims and coverage, arising under any law of any state, territory, or possession of the U.S. or the District of Columbia, and arising at or after the Effective Time, and Ainge shall be fully responsible for the administration of all such claims. If Ainge is unable to assume any such Liability or the administration of any such claim because of the operation of applicable state law or for any other reason, Fox shall retain such Liabilities and Ainge shall reimburse and otherwise fully indemnify Fox for all such Liabilities, including the costs of administering the plans, programs or arrangements under which any such Liabilities have accrued or otherwise arisen. Fox shall retain all Liabilities for workers’ compensation claims to the extent arising prior to the Effective Time. If Fox is unable to retain any such Liability or the administration of any such claim because of the operation of applicable state law or for any other reason, Ainge will assume such Liabilities and Fox shall reimburse and otherwise fully indemnify Ainge for all such Liabilities, including the costs of administering the plans, programs or arrangements under which any such Liabilities have accrued or otherwise arisen.

Section 8.2. Code Section 409A . Notwithstanding anything in this Agreement to the contrary, the Parties agree to negotiate in good faith regarding the need for any treatment different from that otherwise provided herein with respect to the payment of compensation to ensure that the treatment of such compensation does not cause the imposition of a Tax under Section 409A of the Code. In no event, however, will any Party be liable to another in respect of any Taxes imposed under, or any other costs or Liabilities relating to, Section 409A of the Code.

Section 8.3. Payroll Matters . In the case of each Newco Employee, the employer of such individual as of immediately before the Separation Date shall be responsible for paying (and the W-2 and other payroll reporting obligations for) the payroll amount due to such individual for the payroll period (or portion thereof) ending on the Separation Date, unless otherwise agreed to by Fox and Ainge (including as set forth in Section 7.4 ).

Section 8.4. Retention Bonuses . Ainge shall assume and continue any change-in-control, retention, transaction bonus or similar arrangements established by any member of the Fox Group or Newco Group that would result in any payment or benefit in connection with the consummation of the transactions contemplated by this Agreement, the Merger Agreement or the Distribution Agreement and make payments to eligible participants with respect thereto, in each case in accordance with the terms of such arrangements. Fox shall, or shall cause the appropriate member of the Fox Group to, reimburse Ainge in accordance with the procedures set forth in Section 2.1(d) for the cost actually incurred by Ainge in making any payment or providing any benefit thereunder, regardless of when any such cost is incurred.

Article IX

INDEMNIFICATION

Section 9.1. Indemnification by the Parties . Except as otherwise specifically set forth in any provision of this Agreement (including Section 2.1(d) ), (i) Fox shall indemnify, defend and hold harmless the Ainge Indemnitees and Newco Indemnitees from and against, and shall reimburse such Indemnitees with respect to, any and all Losses that result from, relate to or arise from, whether prior to or following the Distribution, any breach by any member of the Fox Group of any provision of this Agreement and (ii) Ainge and Newco shall, on a joint and several basis, indemnify, defend and hold harmless the Fox Indemnitees from and against, and shall reimburse such Fox Indemnitees with respect to, any and all Losses that result from, relate to or arise from (A), whether prior to, at or following the Separation Time, any breach by any member of the Ainge Group of any provision of this Agreement or (B) following the Closing, any breach by any member of the Newco Group of any provision of this Agreement.

Section 9.2. Procedures for Indemnification .

(a) An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (other than a Third-Party Claim which shall be governed by Section 9.2(b) ), within twenty (20) Business Days of such determination, stating the amount of the Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided , that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure.

(b) If a claim or demand is made against an Indemnitee by any Person who is not a party to this Agreement or an Affiliate of a Party (a “ Third-Party Claim ”) as to which such Indemnitee is or reasonably expects to be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party that is or may be required pursuant to this Article IX to make such indemnification (the “ Indemnifying Party ”) in writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event within thirty (30) calendar days) after receipt by such Indemnitee of written notice of the Third-Party Claim; provided , however , that the failure to provide notice of any such Third-Party Claim pursuant to this sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred by the Indemnitee in defending such Third-Party Claim during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within ten (10) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim.

(c) An Indemnifying Party shall be entitled (but shall not be required) to assume, control the defense of, and settle any Third-Party Claim, at such Indemnifying Party ’ s own cost and expense and by such Indemnifying Party ’ s own counsel, which counsel must be reasonably acceptable to the applicable Indemnitees, if it gives written notice of its intention to do so and agreement that the Indemnitee is entitled to indemnification under this Article IX to the applicable Indemnitees within thirty (30) calendar days of the receipt of notice from such Indemnitees of the Third-Party Claim . After such notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise or settlement thereof, at its own expense and, in any event, shall reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent and material Information and materials in such Indemnitee ’ s possession or under such Indemnitee ’ s control relating thereto as are reasonably required by the Indemnifying Party; provided , however , that such access shall not require the Indemnitee to disclose any information the disclosure of which would, in the reasonable judgment of the Indemnitee, result in the loss of any existing attorney-client privilege with respect to such information or violate any applicable Law.

(d) Notwithstanding anything to the contrary in this Article IX , in the event that (i) an Indemnifying Party elects not to assume responsibility for defending a Third-Party Claim, (ii) there exists a conflict of interest or potential conflict of interest, as reasonably determined by counsel for the Indemnitee, between the Indemnifying Party and the applicable Indemnitee(s) (including if both are parties to such Third-Party Claim), (iii) any Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee, (iv) the Indemnifying Party shall not have employed counsel to represent the Indemnitee within thirty (30) calendar days after notice from the Indemnitee of such Third-Party Claim or (v) the party making such Third-Party Claim is a Governmental Authority with regulatory authority over the Indemnitee or any of its material assets, such Indemnitee(s) shall be entitled to assume the defense of such Third-Party Claim, at the Indemnifying Party’s expense, with counsel of such Indemnitee’s choosing. If the Indemnitee is conducting the defense against any such Third-Party Claim, the Indemnifying Party shall reasonably cooperate with the Indemnitee in such defense and make available to the Indemnitee all witnesses, pertinent and material Information and materials in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnitee pursuant to a joint defense agreement to be entered into by Indemnitee and the Indemnifying Party; provided , however , that such access shall not require the Indemnifying Party to disclose any information the disclosure of which would, in the reasonable judgment of the Indemnifying Party, result in the loss of any existing attorney-client privilege with respect to such information or violate any applicable Law.

(e) No Indemnitee may settle, compromise or admit liability with respect to any Third-Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If an Indemnifying Party has failed to assume the defense of the Third-Party Claim, it shall not be a defense to any obligation to pay any amount in respect of such Third-Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the

quality or manner of the defense thereof or that such Third-Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability.

(f) In the case of a Third-Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third-Party Claim without the consent (not to be unreasonably withheld, conditioned or delayed) of the Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnitee, does not release the Indemnitee from all liabilities and obligations with respect to such Third-Party Claim or includes an admission of guilt or liability on behalf of the Indemnitee.

(g) Except as otherwise provided in Section 11.13 , the indemnification provisions of this Article IX shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or Losses resulting from any breach of this Agreement, and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the foregoing other than under this Article IX against any Indemnifying Party.

Section 9.3. Indemnification Obligations Net of Proceeds Received from Third Parties .

(a) Any Liability subject to indemnification or contribution pursuant to this Article IX will be net of any proceeds actually received by the Indemnitee from any third party (net of any deductible or retention amount or any other third party costs or expenses incurred by the Indemnifying Party in obtaining such recovery, including any increased insurance premiums) for indemnification for such Liability that actually reduce the amount of the Liability (“ Third-Party Proceeds ”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article IX to any Indemnitee pursuant to this Article IX will be reduced by Third-Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party in respect of any Liability (an “ Indemnity Payment ”) and subsequently receives Third-Party Proceeds, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Third-Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

(b) The Indemnitee shall use commercially reasonable efforts to seek to collect or recover any Third-Party Proceeds to which the Indemnitee is entitled in connection with any Liability for which the Indemnitee seeks contribution or indemnification pursuant to this Article IX ; provided , however , that the Indemnitee’s inability to collect or recover any such Third-Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder.

Section 9.4. Certain Actions; Substitution; Subrogation .

(a) Certain Actions . Notwithstanding anything to the contrary set forth in Section 9.2 , Fox may elect to have exclusive authority and control over the investigation, prosecution, defense and appeal of any and all Actions pending at the Separation Time which otherwise would be subject to this Article IX and as to which a member of the Fox Group (other than Newco and the Newco Subs) is also named as a target or defendant thereunder; provided , however , that (i) Fox and Newco shall investigate, prosecute, defend and/or appeal such Actions in good faith, (ii) Fox shall reasonably consult with Newco on a regular basis with respect to strategy and developments with respect to any such Action, (iii) Newco shall have the right to participate in (but not control) and employ separate counsel in connection with the defense, compromise or settlement of such Action at its own cost and expense and (iv) Fox must obtain the written consent of Newco, such consent not to be unreasonably withheld, conditioned or delayed, to settle or compromise or consent to the entry of judgment with respect to such Action. After any such compromise, settlement, consent to entry of judgment or entry of judgment, Fox and Newco shall agree upon a reasonable allocation to Newco of, and Newco shall be responsible for or receive, as the case may be, Newco’s proportionate share of any such compromise, settlement, consent or judgment attributable to Newco, including its proportionate share of the reasonable costs and expenses associated with defending the same.

(b) Substitution . In the event of an Action that involves solely matters that are indemnifiable and in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party so requests, the Parties shall use commercially reasonable efforts to substitute the Indemnifying Party for the named but not liable defendant to be removed from such Action and such defendants shall not be required to make any payments or contribution in connection therewith (regardless if such removal is successful or not). If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the Parties regarding indemnification and the management of the defense of claims as set forth in this Article IX shall not be affected.

(c) Subrogation . In the event of payment by or on behalf of any Indemnifying Party to or on behalf of any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee, in whole or in part based upon and in proportion to the amount of the Indemnitee’s Liability that the Indemnifying Party has paid, as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person; provided , however , that in no event shall the Indemnifying Party have any rights under this Section 9.4(c) to assert any claim, action or proceeding against any customer, material supplier, licensor or employee of the Indemnitee (whether or not the Indemnitee has been indemnified under this Agreement). Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

Section 9.5. Payments . Indemnification required by this Article IX shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or a Loss or Liability incurred.

Article X

GENERAL AND ADMINISTRATIVE

Section 10.1. Sharing of Information . To the extent permitted by applicable Law, Fox, Newco and Ainge shall provide to each other and their respective agents and vendors all Information (other than attorney-client privileged Information or attorney work product) as the other may reasonably request to enable the requesting Party to defend or prosecute claims, administer efficiently and accurately each of its Benefit Arrangements (including in connection with audits or other proceedings maintained by any Governmental Authority), to timely and accurately comply with and report under Section 14 of the Securities Exchange Act of 1934, as amended and the Code, to determine the scope of, as well as fulfill, its obligations under this Agreement, and otherwise to comply with provisions of applicable Law. Fox shall comply with all applicable data privacy Laws and requirements when collecting, processing, sharing and/or transferring information relating to an individual or which on its own or with other information may identify or be used to identify an individual. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the confidentiality requirements set forth in Article VI of the Distribution Agreement; provided , that, notwithstanding anything in such Article VI and without otherwise limiting the provisions of such Article VI, each of the Parties shall comply with any requirement of applicable Law in regard to the confidentiality of the Information (whether relating to employee records or otherwise) that is shared with another Party in accordance with this Section 10.1 . The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA. The Parties shall use their best efforts to secure Consents from employees, former employees and their respective dependents to the extent required by Law or otherwise to permit the Parties to share Information as contemplated in this Section 10.1 . Fox shall indemnify, defend and hold harmless the Ainge Indemnitees and the Newco Indemnitees for any Losses or Liabilities related to or resulting from the failure by any member of the Fox Group to provide timely and accurate Information prior to, at or after the Closing in accordance with this Agreement. Ainge shall indemnify, defend and hold harmless the Fox Indemnitees for any Losses or Liabilities related to or resulting from the failure to provide timely and accurate Information (i) by any member of the Ainge Group, whether prior to, at or following the Closing, or (ii) by any member of the Newco Group, following the Closing.

Section 10.2. Reasonable Efforts/Cooperation . (i) Each of the Parties shall use reasonable best efforts (subject to, and in accordance with applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other Parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by and carry out the intent and purposes of this Agreement, including adopting plans or plan amendments and using reasonable best efforts to obtain satisfaction of the conditions precedent to each Party’s obligations hereunder within its reasonable control and to perform all covenants and agreements

herein applicable to such Party and (ii) none of the Parties will, without the prior written consent of any other applicable Party, take any action which would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement . Without limiting the generality of the foregoing provisions of this Section 10.2 , (A) where the cooperation of third parties, such as insurers or trustees, would be necessary in order for a Party to completely fulfill its obligations under this Agreement, such Party shall use reasonable best efforts to cause such third parties to provide such cooperation, (B) each of the Parties shall cooperate on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the Department of Labor or any other filing, consent or approval with respect to or by a Governmental Authority (C) each of the Parties shall cooperate in connection with any audits of any Benefit Arrangement or payroll services with respect to which such Party may have Information, (D) each of the Parties shall cooperate in coordinating each of their respective payroll systems and to implement the actions contemplated under Section 8.3 , (E) each of the parties shall cooperate in good faith in connection with the notification and consultation with works councils, labor unions and other employee representatives of employees of the Newco Group .

Section 10.3. Employer Rights . Without limiting Section 2.7 or Section 2.8 and except as otherwise expressly provided in this Agreement (including Section 2.2 ), nothing in this Agreement shall prohibit any Party or any of their respective Affiliates from amending, modifying or terminating any of their respective Benefit Arrangements at any time within their sole discretion.

Section 10.4. Consent of Third Parties . If any provision of this Agreement is dependent on the Consent of any third party and such Consent is withheld, the Parties shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties shall negotiate in good faith to implement the provision (as applicable) in a mutually satisfactory manner.

Section 10.5. Access to Employees . On and after the Effective Time, Fox, Newco and Ainge shall, and shall cause each of their respective Affiliates to, use their reasonable efforts to make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative Action (other than a legal action between or among any of the Parties) to which any employee, director or Benefit Arrangement of the Fox Group, Newco Group or Ainge Group is a party and which relates in any way to their respective employment or to their respective Benefit Arrangements prior to the Effective Time. The Party to whom an employee is made available in accordance with this Section 10.5 shall pay or reimburse the other Party for all reasonable expenses which may be incurred by such employee in connection therewith, including all reasonable travel, lodging, and meal expenses.

Section 10.6. Beneficiary Designation/Release of Information/Right to Reimbursement . To the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of Information and rights to reimbursement made by or relating to Newco Employees under Fox Benefit Arrangements shall be transferred to and be in full force and effect under the corresponding

Ainge Benefit Arrangements until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply, to the relevant Newco Employee.

Article XI

MISCELLANEOUS

Section 11.1. Entire Agreement . This Agreement, the Merger Agreement, the Distribution Agreement and the other Ancillary Agreements, including any related annexes, schedules and exhibits, as well as any other agreements and documents referred to herein and therein, shall together constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all prior negotiations, agreements and understandings of the Parties of any nature, whether oral or written, with respect to such subject matter.

Section 11.2. Governing Law . This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

Section 11.3. Notices . All notices, requests, permissions, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) five (5) Business Days following sending by registered or certified mail, postage prepaid, (b) when sent, if sent by facsimile, provided , that the facsimile transmission is promptly confirmed and any facsimile transmission received after 5:00 p.m. Eastern time shall be deemed received at 9:00 a.m. Eastern time on the following Business Day, (c) when delivered, if delivered personally to the intended recipient and (d) one (1) Business Day following sending by overnight delivery via a national courier service and, in each case, addressed to a Party at the following address for such Party:

(a) If to Fox:

c/o Fortive Corporation
6920 Seaway Blvd

Everett, WA 98203

Attn: General Counsel

E-mail: peter.underwood@fortive.com

Facsimile: (425) 446-5007

with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Attn: Thomas W. Greenberg
E-mail: thomas.greenberg@skadden.com
Facsimile: (212) 735-2000

(b) If to Newco prior to the Distribution Date:

c/o Fortive Corporation
6920 Seaway Blvd

Everett, WA 98203

Attn: General Counsel

E-mail: peter.underwood@fortive.com

Facsimile: (425) 446-5007

with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Attn: Thomas W. Greenberg
E-mail: thomas.greenberg@skadden.com
Facsimile: (212) 735-2000

c/o Altra Industrial Motion Corp.
300 Granite Street
Suite 201
Braintree, MA 02184
Attn: Glenn E. Deegan, Vice President, Legal and Human Resources,
General Counsel and Secretary
Email: glenn.deegan@altramotion.com
Facsimile: (617) 671-0534

with a copy to (which shall not constitute notice):

Cravath, Swaine & Moore LLP
825 8th Avenue
New York, NY 10019
Attn: Thomas E. Dunn
Email: tdunn@cravath.com
Facsimile: (212) 474-3700

(d) If to Newco on or after the Distribution Date:

with a copy to (which shall not constitute notice):

Cravath, Swaine & Moore LLP
825 8th Avenue
New York, NY 10019
Attn: Thomas E. Dunn
Email: tdunn@cravath.com
Facsimile: (212) 474-3700

or to such other address(es) as shall be furnished in writing by any such Party to the other Party in accordance with the provisions of this Section 11.3 . Any notice to Fox will be deemed notice to all members of the Fox Group, and any notice to Newco will be deemed notice to all members of the Newco Group.

Section 11.4. Amendments and Waivers .

(a) This Agreement may be amended and any provision of this Agreement may be waived, provided , that any such amendment or waiver shall be binding upon a Party only if such waiver is set forth in a writing executed by such Party and any such amendment shall be effective only if set forth in a writing executed by each of the Parties. No course of dealing between or among any Persons having any interest in this Agreement shall be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any Party under or by reason of this Agreement.

(b) No delay or failure in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof; nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that any Party would otherwise have. Any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement or any such waiver of any provision of this Agreement must satisfy the conditions set forth in Section 11.4(a) and shall be effective only to the extent in such writing specifically set forth.

Section 11.5. Early Termination . This Agreement shall terminate without further action at any time before the Closing upon termination of the Merger Agreement. If so terminated, no Party shall have any Liability of any kind to the other Party or any other Person on account of this Agreement, except as provided in the Merger Agreement.

Section 11.6. No Third-Party Beneficiaries . Except for the provisions of Article IX with respect to indemnification of Indemnitees, which is intended to benefit and be enforceable by the Persons specified therein as Indemnitees, this Agreement is solely for the benefit of the Parties and does not confer on third parties (including any employees of any member of the Fox Group, the Newco Group or the Ainge Group) any remedy, claim, reimbursement, claim of action or other right in addition to those existing without reference to this Agreement.

Section 11.7. Assignability; Binding Effect . This Agreement is not assignable by any Party without the prior written consent of the other Parties and any attempt to assign this Agreement without such consent shall be void and of no effect . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 11.8. Construction; Interpretation . Headings of the Articles and Sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretive effect whatsoever. The table of contents to this Agreement is for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever required by the context, any pronoun used in this Agreement or the Schedules and Exhibits hereto shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns and verbs shall include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “extent” in the phrase “to the extent” when used in this Agreement shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The word “will” when used in this Agreement shall be deemed to have the same meaning and effect as the word “shall.” The words “or,” “any” or “either” when used in this Agreement are not exclusive. The Parties have participated jointly in the negotiation and drafting of this Agreement, the Merger Agreement, the Distribution Agreement and the other Ancillary Agreements. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any payment to be made pursuant hereto shall be made in U.S. dollars and by wire transfer of immediately available funds.

Section 11.9. Severability . Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

Section 11.10. Counterparts . This Agreement may be executed in multiple counterparts (any one of which need not contain the signatures of more than one Party), each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. This Agreement, and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any Party, the other Party shall re-execute original forms thereof and deliver them to the requesting Party. No Party shall raise the use of a facsimile machine or other electronic means to

deliver a signature or the fact that any signature was transmitted or communicated through the use of a facsimile machine or other electronic means as a defense to the formation of a Contract and each such Party forever waives any such defense.

Section 11.11. Relationship of Parties . Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating the relationship of principal and agent, partnership, joint venture or joint employer relationship between or among the Parties, it being understood and agreed that no provision contained herein, and no act of the Parties, shall be deemed to create any relationship between or among the Parties other than the relationship set forth herein.

Section 11.12. Subsidiaries . Each of the Parties shall cause to be performed all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party or by any entity that becomes a Subsidiary or Affiliate of such Party on or after the date hereof. Each of the Parties may assign to one of its respective Subsidiaries or Affiliates (including any Person which becomes a Subsidiary or Affiliate on or after the date hereof) the requirement to take any or all actions and discharge any or all obligations set forth herein to be performed or discharged by the Party. In no event shall this Agreement be construed as establishing a partnership or joint venture or similar relationship between or among a Party and its Subsidiaries or Affiliates or to cause any such Person to be treated as the alter ego of the other.

Section 11.13. Dispute Resolution . Any controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement or the transactions contemplated hereby or thereby shall be subject to the dispute resolutions procedures set forth in Sections 8, 9.4 and 9.5 of the Distribution Agreement.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.


FORTIVE CORPORATION

By:	/s/ Jonathan L. Schwarz
	Name:	Jonathan L. Schwarz
	Title:	Vice President – Corporate Development


STEVENS HOLDING COMPANY, INC.

By:	/s/ Emily Weaver
	Name:	Emily Weaver
	Title:	President


ALTRA INDUSTRIAL MOTION CORP.

By:	/s/ Carl R. Christenson
	Name:	Carl R. Christenson
	Title:	Chief Executive Officer

SCHEDULE A

Transferor Fox Non-U.S. Retirement Plans

1.	Germany - Fischer Agreement (Danaher Motion)

2.	Germany - Witsch Agreement (Danaher Motion)

3.	Switzerland - Portescap Retirement Savings Plan (3.1.21)

4.	Japan Pension Plan (Tektronix) – Retirement Plan Allowance (“ Taishokukin-Kitei ”)

5.	Thomson Early Retirement Plan (Germany)

EXHIBIT 31.1

Certification of Chief Executive Officer

I, Carl R. Christenson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Altra Industrial Motion Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

EXHIBIT 31.2

Certification of Chief Financial Officer

I, Christian Storch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Altra Industrial Motion Corp.;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Altra Industrial Motion Corp. (the “Company”) on Form 10-Q for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carl R. Christenson, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2018	By:	/s/ Carl R. Christenson
	Name:	Carl R. Christenson
	Title:	Chairman and Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Altra Industrial Motion Corp. (the “Company”) on Form 10-Q for the period ended March 31, 2018 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christian Storch, Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2018	By:	/s/ Christian Storch
	Name	Christian Storch
	Title:	Vice President and Chief Financial Officer