AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 19, 2003 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 Lenders,...Credit Agreement • July 11th, 2003 • Roller Bearing Co of America Inc • Ball & roller bearings • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is dated as of June 19, 2003 and is entered into by and 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.
AGREEMENT between ROLLER BEARING COMPANY OF AMERICA and INTERNATIONAL UNION U.A.W. LOCAL 502 July 1, 2001Agreement • July 11th, 2003 • Roller Bearing Co of America Inc • Ball & roller bearings
This Agreement is entered into between ROLLER BEARING COMPANY OF AMERICA (“RBC” or the “Company” or the “Employer”) and the INTERNATIONAL UNION U.A.W. and its Local 502 (the “Union”).
SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT BY AND AMONG Roller Bearing Holding Company, Inc., Dr. Michael J. Hartnett and Hartnett Family Investments, L.P. AND Whitney RBHC Investor, LLC and Whitney V, L.P. Dated as of February 6, 2003Stockholders’ Agreement • July 11th, 2003 • Roller Bearing Co of America Inc • Ball & roller bearings • New York
This Second Amended and Restated Stockholder’s Agreement, dated as of this 6th day of February, 2003, by and among Roller Bearing Holding Company, Inc., a Delaware corporation (“Holdings”), Whitney RBHC Investor, LLC, a Delaware limited liability company (“Whitney Investor”) and Whitney V, L.P., a Delaware limited partnership (“Whitney V” and, collectively with Whitney Investor, “Whitney”), Dr. Michael J. Hartnett and Hartnett Family Investments, L.P., a Delaware limited partnership (together with Dr. Michael J. Hartnett, “Hartnett” and together with Whitney, collectively the “Initial Parties” and individually an “Initial Party”) and the Persons who by operation of Section 2.6 become a party hereto.
AGREEMENT Between BREMEN BEARINGS OF RBC USA, INC. PLYMOUTH, INDIANA PLANT And INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA, THE U. A.W. And Its Local 1368 Effective August 10, 2002Agreement • July 11th, 2003 • Roller Bearing Co of America Inc • Ball & roller bearings
PREAMBLEAgreement • July 11th, 2003 • Roller Bearing Co of America Inc • Ball & roller bearings
This Agreement is entered into this 25th day of February, 2002 by and between Heim Bearing division, Roller Bearing Company, hereinafter called the COMPANY, AND THE INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA, U.A.W., AND AMALGAMATED LOCAL 376, UAW, the certified bargaining representative of all employees in the appropriate unit, a signatory party hereto, hereinafter referred to as the UNION.
AGREEMENT Between NICE BALL BEARINGS, INC. AN RBC COMPANY and UNITED STEELWORKERS OF AMERICA (AFL-CIO) LOCAL 6816-12 OCTOBER 23, 1999Agreement • July 11th, 2003 • Roller Bearing Co of America Inc • Ball & roller bearings
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 11th, 2003 • Roller Bearing Co of America Inc • Ball & roller bearings
This ASSET PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of September 28, 2001, by and between PRIME FINANCIAL CORPORATION, an Oklahoma corporation (“Seller”) and OBB ACQUISITION CORP., a Delaware corporation (“Buyer”).
ContractMemorandum of Agreement • July 11th, 2003 • Roller Bearing Co of America Inc • Ball & roller bearings
LIMITED WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • July 11th, 2003 • Roller Bearing Co of America Inc • Ball & roller bearings • New York
This LIMITED WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of this 5th day of February, 2003, by and 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. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in Annex A to the Credit Agreement (as hereinafter defined).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 11th, 2003 • Roller Bearing Co of America Inc • Ball & roller bearings
This ASSET PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of September 28, 2001, by and between CONGRESS FINANCIAL CORPORATION (SOUTHWEST), a Texas corporation (“Seller”) and OBB ACQUISITION CORP., a Delaware corporation (“Buyer”).
PREFERRED STOCK PURCHASE AGREEMENT by and among ROLLER BEARING HOLDING COMPANY, INC., ROLLER BEARING COMPANY OF AMERICA, INC., WHITNEY V, L.P. And Dr. Michael J. HartnettPreferred Stock Purchase Agreement • July 11th, 2003 • Roller Bearing Co of America Inc • Ball & roller bearings • New York
This PREFERRED STOCK PURCHASE AGREEMENT is dated as of February 6, 2003 (this “Agreement”), and made by and among Roller Bearing Holding Company, Inc., a Delaware corporation (the “Company”), Roller Bearing Company of America, Inc., a Delaware corporation and wholly-owned Subsidiary of the Company (“RBCA”), Whitney V, L.P., a Delaware limited partnership (“Whitney V”), and Dr. Michael J. Hartnett (“Hartnett” and together with Whitney V, the “Purchasers”). The Purchasers, the Company and RBCA are sometimes referred to herein collectively as the “Parties” and each individually as a “Party”.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 11th, 2003 • Roller Bearing Co of America Inc • Ball & roller bearings
ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (the “Company”), hereby agrees to issue and sell to ROLLER BEARING HOLDING COMPANY, INC. (“Holdings”), and Holdings agrees to purchase and pay for 3 shares of Common Stock, par value $0.01 per share, of the Company. Payment of the purchase price of such shares shall be made by Holdings by delivery to the Company of $3,025,230 against receipt of a certificate or certificates representing in the aggregate the shares to be issued and sold.
