SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 24, 2023, by and among Stevens Holding Company, Inc., a Delaware corporation (the “Issuer”), Altra Industrial Motion Corp., a Delaware corporation (“Altra”), the entities listed in Schedule 1 attached hereto (together with Altra, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to herein (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (as amended or supplemented from time to time, the “Indenture”), dated as of October 1, 2018, among the Issuer, the Guarantors named therein and the Trustee, providing for the issuance from time to time by the Issuer of 6.125% senior notes due 2026 (the “Notes” and the holders thereof, the “Holders”);

WHEREAS, Section 9.02 of the Indenture provides, with exceptions not here applicable, that the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then Outstanding (as defined in the Indenture) (including, without limitation, consents obtained in connection with a tender offer for the Notes) (the “Requisite Consents”);

WHEREAS, Regal Rexnord Corporation, a Wisconsin corporation (“Regal Rexnord”), has entered into an Agreement and Plan of Merger dated as of October 26, 2022 (the “Merger Agreement”), with Altra and Aspen Sub, Inc., a Delaware corporation and Regal Rexnord’s wholly-owned subsidiary (“Merger Sub”), pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, Merger Sub will merge (the “Merger”) with and into Altra, with Altra surviving the Merger as a wholly owned subsidiary of Regal Rexnord;

WHEREAS, in connection with the Merger, Regal Rexnord distributed an Offer to Purchase and Consent Solicitation Statement, dated February 10, 2023 (the “Offer to Purchase”), to the Holders in connection with the offer to purchase for cash any and all of the outstanding Notes (the “Offer”) and the concurrent solicitation of such Holders’ consents (the “Consents”) to certain proposed amendments to the Indenture as further described in the Offer to Purchase (the “Proposed Amendments”);

WHEREAS, in accordance with the terms and conditions set forth in the Offer to Purchase, the Holders of a majority in aggregate principal amount of the Notes Outstanding have validly provided Consents and have not validly withdrawn their Consents to the adoption of the Proposed Amendments set forth in this Supplemental Indenture in accordance with the provisions of the Indenture, and evidence of such Consents has been provided by the Issuer to the Trustee;

WHEREAS, with the Issuer and the Guarantors having received the Requisite Consents, the Issuer and the Guarantors desire to amend the Indenture pursuant to Section 9.02 thereof to effect the Proposed Amendments;

WHEREAS, in accordance with Sections 9.05, 11.04 and 11.05 of the Indenture, the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel with respect to this Supplemental Indenture on the date hereof;

WHEREAS, pursuant to Section 9.05 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and

WHEREAS, all things necessary to make this Supplemental Indenture a legal, valid and binding obligation of the Issuer and the Guarantors according to its terms have been done.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the agreements and obligations set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all Holders, as follows:

1.          Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.          Amendments to the Indenture.

	(a)	The first sentence of Section 3.03 of the Indenture is hereby amended as set forth below (with new text shown as underlined and deleted text shown as struck through):
			“At least 15 days two (2) Business Days but not more than 60 calendar days before a redemption date, the Issuer shall deliver electronically or mail or cause to be mailed, by first-class mail, postage prepaid (or otherwise delivered in accordance with the procedures of DTC), a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.”
	(b)	The Indenture is hereby amended by deleting the following sections and clauses of the Indenture and all references and definitions related solely thereto in their entirety, and replacing all such deleted sections, references and definitions with “[Intentionally Omitted]”:
		i.	Section 4.02 (“Reports and Other Information”);
		ii.	Section 4.05 (“Limitation on Restricted Payments”);
		iii.	Section 4.06 (“Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”);
		iv.	Section 4.07 (“Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”);
		v.	Section 4.08 (“Asset Sales”);
		vi.	Section 4.09 (“Transactions with Affiliates”);
		vii.	Section 4.10 (“Liens”);
		viii.	Section 4.11 (“Offer to Repurchase Upon Change of Control”);
		ix.	Clauses (a)(3), (b)(3), (b)(4) and (c)(1)(C) of Section 5.01 (“Merger, Consolidation or Sale of All or Substantially All Assets”);

		x.	Clauses (d) and (e) of Section 6.01 (“Events of Default”); and
		xi.	Clause (b) of Section 10.06 (“Additional Guarantees”).
	(c)	Any provision contained in the Notes that relates to the sections in the Indenture that are amended pursuant to this Section 2 shall likewise be amended so that any such provision contained in such Notes will conform to and be consistent with the Indenture, as amended by this Supplemental Indenture.
	(d)	The Indenture is hereby amended to eliminate the applicability of the provisions of Section 6.01 thereof, including clause (c) thereof, as they apply to the sections and clauses of the Indenture deleted by Section 2(b) hereof.

	HEAT TRANSFER GUARANTEE CO., LLC
		By:	/s/ Todd Patriacca
			Name:	Todd Patriacca
			Title:	Chief Financial Officer and Treasurer

	KILIAN MANUFACTURING CORPORATION
		By:	/s/ Todd Patriacca
			Name:	Todd Patriacca
			Title:	Chief Financial Officer and Treasurer

	NUTTALL GEAR LLC
		By:	/s/ Todd Patriacca
			Name:	Todd Patriacca
			Title:	Chief Financial Officer and Treasurer

	PACSCI MOTION CONTROL, INC.
		By:	/s/ Todd Patriacca
			Name:	Todd Patriacca
			Title:	Chief Financial Officer and Treasurer

	PORTESCAP U.S. INC.
		By:	/s/ Todd Patriacca
			Name:	Todd Patriacca
			Title:	Chief Financial Officer and Treasurer