0001047469-05-014419 Sample Contracts

LOAN AGREEMENT by and between CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK and ROLLER BEARING COMPANY OF AMERICA, INC. Dated as of April 1, 1999
Loan Agreement • May 11th, 2005 • RBC Bearings INC

THIS LOAN AGREEMENT, dated as of April 1, 1999, between the CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK, an entity within the Trade and Commerce Agency of the State of California (the “Issuer”), and ROLLER BEARING COMPANY OF AMERICA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Borrower”).

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LOAN AGREEMENT
Loan Agreement • May 11th, 2005 • RBC Bearings INC • South Carolina

THIS LOAN AGREEMENT, dated as of September 1, 1994 (this “Agreement” or “Loan Agreement”), between the SOUTH CAROLINA JOBS-ECONOMIC DEVELOPMENT AUTHORITY, a body corporate and politic and an agency of the State of South Carolina (the “Issuer”), and ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (the “Borrower”);

SECURITY AGREEMENT
Security Agreement • May 11th, 2005 • RBC Bearings INC • New York

WHEREAS, pursuant to that certain SCIL Credit Agreement dated as of the date hereof by and among Grantors, SCIL Agent and SCIL Lenders (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”), SCIL Lenders have agreed to make the second collateral institutional loan to Borrower (the “SCIL”);

PLEDGE AGREEMENT
Pledge Agreement • May 11th, 2005 • RBC Bearings INC • New York

This PLEDGE AGREEMENT, dated as of May 30, 2002 (together with all amendments, if any, from time to time hereto, this “AGREEMENT”) between ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (the “PLEDGOR”), and GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity as Agent for Lenders (“Agent”).

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 29, 2004 among ROLLER BEARING COMPANY OF AMERICA, INC., as Borrower, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as...
Credit Agreement • May 11th, 2005 • RBC Bearings INC • New York

This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of June 29, 2004, among ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (“Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders, and the other Lenders signatory hereto from time to time.

Contract
Indenture of Lease • May 11th, 2005 • RBC Bearings INC • Connecticut

INDENTURE OF LEASE made as of March 30, 2004 by and between RAYMOND HUNICKE, LLC, a Connecticut limited liability company (hereinafter “Lessor”) and ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (hereinafter “Lessee”).

SCIL CREDIT AGREEMENT Dated as of June 29, 2004 among ROLLER BEARING COMPANY OF AMERICA, INC. as Borrower, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as SCIL Lenders, GENERAL ELECTRIC...
Credit Agreement • May 11th, 2005 • RBC Bearings INC • New York

This SCIL CREDIT AGREEMENT (this “Agreement”), dated as of June 29, 2004, among ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (“Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as SCIL Lender, and as SCIL Agent for SCIL Lenders, and the other SCIL Lenders signatory hereto from time to time.

SECURITY AGREEMENT
Security Agreement • May 11th, 2005 • RBC Bearings INC • New York

WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof by and among Grantors, Agent and Lenders (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “CREDIT AGREEMENT”), Lenders have agreed to make the Loans and to incur Letter of Credit Obligations on behalf of Borrower;

LEASE AGREEMENT
Lease Agreement • May 11th, 2005 • RBC Bearings INC

THIS LEASE AGREEMENT (this “Lease”) is made as of the 31st day of May, 2004 by and between SHADOWMOSS PROPERTIES, LLC., a South Carolina limited liability company (“Landlord”), and ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (“Tenant”).

EMPLOYMENT AGREEMENT WITH MICHAEL J. HARTNETT
Employment Agreement • May 11th, 2005 • RBC Bearings INC • Delaware

This Employment Agreement (the “Employment Agreement”) is dated as of this 18th day of December, 2000 (the “Commencement Date”), and made between Roller Bearing Company of America, Inc., a Delaware corporation (“Employer” or the “Company”), and Michael J. Hartnett Ph.D. (“Employee”). Employer hereby employs Employee and Employee hereby accepts employment, on the terms and conditions hereinafter set forth.

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • May 11th, 2005 • RBC Bearings INC • Illinois

This Pledge and Security Agreement, dated as of September 1, 1994 (the “Agreement”), is made by and among Roller Bearing Company of America, Inc., a Delaware corporation (the “Company”), Heller Financial, Inc., a Delaware corporation (“Heller”), and Mark Twain Bank, St. Louis, Missouri, a Missouri banking corporation (the “Trustee”), as Trustee under two Trust Indentures, each dated as of September 1, 1994 (collectively, the “Indentures”), and each between the South Carolina Jobs-Economic Development Authority (the “Issuer”) and the Trustee.

FIRST AMENDMENT TO OFFICE LEASE
Office Lease • May 11th, 2005 • RBC Bearings INC

THIS FIRST AMENDMENT TO OFFICE LEASE dated this 26th day of July 2004 by and between ROBEAR WEST TRENTON ASSOCIATES, L.P. (hereinafter called “Landlord”) and ROLLER BEARING COMPANY OF AMERICA, INC. (hereinafter called “Tenant”).

FORM OF STOCK TRANSFER RESTRICTION AGREEMENT
Stock Transfer Restriction Agreement • May 11th, 2005 • RBC Bearings INC • New York

Stock Transfer Restriction Agreement, dated this day of , 1998 by and among Roller Bearing Holding Company, Inc., a Delaware corporation (“Holdings”), (the “Initial Party”), Dr. Michael J. Hartnett (“Hartnett”) and the Persons who by operation of Section 2.5 hereof become a party hereto (collectively with the Initial Party, the “Stockholders” and individually a “Stockholder”).

By and between ABCS PROPERTIES, LLC
Entire Agreement • May 11th, 2005 • RBC Bearings INC
PLEDGE AGREEMENT
Pledge Agreement • May 11th, 2005 • RBC Bearings INC • New York

This PLEDGE AGREEMENT, dated as of June 29, 2004 (together with all amendments, if any, from time to time hereto, this “Agreement”) between ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (the “Pledgor”), and GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity as SCIL Agent for SCIL Lenders (“SCIL Agent”).

TAX REGULATORY AGREEMENT by and among CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee, and ROLLER BEARING COMPANY OF AMERICA, INC. DATED AS OF APRIL 1, 1999 EXECUTED AS PART OF THE PROCEEDINGS...
Tax Regulatory Agreement • May 11th, 2005 • RBC Bearings INC

THIS TAX REGULATORY AGREEMENT (this “Tax Regulatory Agreement”) is made and dated as of April 1, 1999, by and among CALIFORNIA INFRASTRUCTURE AND DEVELOPMENT BANK and its successors or assigns (the “Issuer”), ROLLER BEARING COMPANY OF AMERICA, INC., a corporation duly organized and existing under the laws of the State of Delaware and its successors or assigns (the “Borrower”), and U.S. BANK TRUST NATIONAL ASSOCIATION, solely in its capacity as trustee under the Indenture, as defined below (the “Trustee”);

AMENDMENT No 1 to CREDIT AGREEMENT Between Schaublin S.A. Delémont (hereinafter referred to as the «Borrower» or «Schaublin») and CREDIT SUISSE (hereinafter referred to as the «Bank») Dated 8, November 2004
Credit Agreement • May 11th, 2005 • RBC Bearings INC

Whereas the Borrower has requested the Bank for various amendments to the original credit agreement, dated December 8, 2003, and

AGREEMENT OF LEASE
Agreement of Lease • May 11th, 2005 • RBC Bearings INC

LEASE made this 10 day of February, 1999 by and between ROBEAR WEST TRENTON ASSOCIATES, L.P., a Pennsylvania limited partnership (hereinafter called “Landlord”), and ROLLER BEARING COMPANY OF AMERICA, INC. a Delaware corporation (hereinafter called “Tenant”).

MASTER REAFFIRMATION AND AMENDMENT TO LOAN DOCUMENTS
Loan Documents • May 11th, 2005 • RBC Bearings INC • New York

THIS MASTER REAFFIRMATION AND AMENDMENT TO LOAN DOCUMENTS (this “Master Reaffirmation”) is made as of June 29, 2004, among Roller Bearing Company of America, Inc., a Delaware corporation (“Borrower”), Industrial Tectonics Corporation, a Delaware corporation (“Industrial Tectonics”), RBC Nice Bearings Inc., a Delaware corporation (“RBC Nice”), Bremen Bearings, Inc., a Delaware corporation (“Bremen”), Tyson Bearing Company, Inc., a Delaware corporation (“Tyson”), RBC Linear Precision Products, Inc., a Delaware corporation (“RBC Linear”), Miller Bearing Company, Inc., a Delaware corporation (“Miller Bearing”), RBC Aircraft Products, Inc., a Delaware corporation (“Aircraft Products”), and RBC Oklahoma, Inc., a Delaware corporation (“RBC Oklahoma”; and together with Industrial Tectonics, RBC Nice, Bremen, Tyson, RBC Linear, Miller Bearing, and Aircraft Products, each a “Domestic Subsidiary” and collectively the “Domestic Subsidiaries”) (Borrower and the Domestic Subsidiaries are herein some

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