EXHIBIT 10.2


 


GUARANTEE


 


THIS GUARANTEE dated as of April 24, 2015 by each
of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to
Section 20 (the “Guarantors,” and individually, a “Guarantor”), in favor of the Collateral
Agent (as defined in the Credit Agreement) for the benefit of the Secured Parties.


 


WITNESSETH:


 


WHEREAS, reference is made to that certain Credit
Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified, refinanced or
replaced from time to time, the “Credit Agreement”), among ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware
corporation (“Borrower”), RBC BEARINGS INCORPORATED, a Delaware corporation (“Holdings”),
the Guarantors, certain other parties thereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent,
Swingline Lender and Letter of Credit Issuer and the other parties party thereto, pursuant to which, among other things, the Lenders
have severally agreed to make Loans to the Borrower, the Swingline Lender has agreed to make Swingline Loans and the Letter of
Credit Issuer has agreed to issue Letters of Credit for the account of the Borrower and the Restricted Subsidiaries (collectively,
the “Extensions of Credit”) upon the terms and subject to the conditions set forth therein and one or more Cash
Management Banks or Hedge Banks may from time to time enter into Secured Cash Management Agreements or Secured Hedge Agreements
with Holdings and/or its Subsidiaries;


 


WHEREAS, the Borrower is a direct wholly-owned
Subsidiary of Holdings and each Guarantor is a direct or indirect wholly-owned Subsidiary of Holdings;


 


WHEREAS, the Extensions of Credit will be used
in part to enable valuable transfers to the Guarantors in connection with the operation of their respective businesses;


 


WHEREAS, each Guarantor acknowledges that it will
derive substantial direct and indirect benefit from the Extensions of Credit; and


 


WHEREAS, it is a condition precedent to the obligation
of the Lenders and the Letter of Credit Issuer to make their respective Extensions of Credit to the Borrower under the Credit Agreement
that the Guarantors shall have executed and delivered this Guarantee to the Collateral Agent for the benefit of the Secured Parties;


 


NOW, THEREFORE, in consideration of the premises
and to induce the Administrative Agent, the Collateral Agent, the Lenders and the Letter of Credit Issuer to enter into the Credit
Agreement, to induce the Lenders, Swingline Lender and the Letter of Credit Issuer to make their respective Extensions of Credit
to the Borrower under the Credit Agreement and to induce one or more Cash Management Banks or Hedge Banks to enter into Secured
Cash Management Agreements or Secured Hedge Agreements with Holdings and/or its Subsidiaries, the Guarantors hereby agree with
the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:


 


1.          Defined
Terms.


 


(a)     
   Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement.


 




    	 



    	 



    

  


(b)        The
words “hereof”, “herein” and “hereunder” and words of similar import when used in this Guarantee
shall refer to this Guarantee as a whole and not to any particular provision of this Guarantee, and Section references are to Sections
of this Guarantee unless otherwise specified. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.


 


(c)         The
meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


 


2.          Guarantee.


 


(a)         Subject
to the provisions of Section 3 and Section 21, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably,
guarantees, as primary obligor and not merely as surety, to the Collateral Agent, for the benefit of the Secured Parties, the prompt
and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations
of anyone other than such Guarantor (including amounts that would become due for operation of the automatic stay under 362(a) of
the Bankruptcy Code, 11 U.S.C. § 362(a));.


 


(b)         Each
Guarantor further agrees to pay any and all expenses (including all reasonable and documented fees and disbursements of one counsel
and one local counsel in each applicable jurisdiction) that may be paid or incurred by the Administrative Agent or the Collateral
Agent or any other Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting,
any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guarantee.


 


(c)         Each
Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor
hereunder without impairing this Guarantee or affecting the rights and remedies of the Collateral Agent or any other Secured Party
hereunder.


 


(d)         No
payment or payments made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected
by the Collateral Agent, the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other
guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time
or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect
the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or payments, other than payments made by
such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations,
remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit
Documents are paid in full, the Commitments are terminated and no Letters of Credit shall be outstanding or the Letters of Credit
Outstanding shall have been Cash Collateralized.


 


(e)         Each
Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Collateral Agent or any other
Secured Party on account of its liability hereunder, it will notify the Collateral Agent in writing that such payment is made under
this Guarantee for such purpose.


 


The Collateral Agent shall have its own independent
right to demand payment of the amounts payable by each applicable Guarantor under this Section 2, irrespective of any discharge
of such Guarantor's obligations to pay those amounts to the other Secured Parties resulting from failure by them to take appropriate
steps in insolvency proceedings affecting that Guarantor to preserve their entitlement to be paid those amounts.


 




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Any amount due and payable by a Guarantor to the
Collateral Agent under this Section 2 shall be decreased to the extent that the other Secured Parties have received (and are able
to retain) payment in full of the corresponding amount under the other provisions of the Credit Documents and any amount due and
payable by a Guarantor to the Collateral Agent under those provisions shall be decreased to the extent that the Collateral Agent
has received (and is able to retain) payment in full of the corresponding amount under this Section 2.


 


3.          Limitation
of Guarantee. Anything herein or in any other Credit Document to the contrary notwithstanding, the maximum liability of each
Guarantor hereunder and under the other Credit Documents shall in no event exceed the amount that can be guaranteed by such Guarantor
under the Bankruptcy Code or any applicable laws relating to fraudulent conveyances, fraudulent transfers or the insolvency of
debtors.


 


4.          Right
of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate
share of any payment made hereunder (including by way of set-off rights being exercised against it), such Guarantor shall be entitled
to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such
payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 6 hereof. The
provisions of this Section 4 shall in no respect limit the obligations and liabilities of any Guarantor to the Collateral
Agent and the other Secured Parties, and each Guarantor shall remain liable to the Collateral Agent and the other Secured Parties
up to the maximum liability of such Guarantor hereunder.


 


5.          Right
of Set-off. In addition to any rights and remedies of the Secured Parties provided by law, each Guarantor hereby irrevocably
authorizes each Secured Party at any time and from time to time following the occurrence and during the continuance of an Event
of Default, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor,
upon any amount becoming due and payable by such Guarantor hereunder (whether at stated maturity, by acceleration or otherwise),
to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional
or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect,
absolute or contingent, matured or unmatured, at any time held or owing by such Secured Party to or for the credit or the account
of such Guarantor. Each Secured Party shall notify such Guarantor promptly of any such set-off and the appropriation and application
made by such Secured Party, provided that the failure to give such notice shall not affect the validity of such set-off and application.


 


6.          No
Subrogation. Notwithstanding any payment or payments made by any of the Guarantors hereunder or any set-off or appropriation
and application of funds of any of the Guarantors by the Collateral Agent or any other Secured Party, no Guarantor shall be entitled
to be subrogated to any of the rights (or if subrogated by operation of law, such Guarantor hereby waives such rights to the extent
permitted by applicable law) of the Collateral Agent or any other Secured Party against the Borrower or any Guarantor or any collateral
security or guarantee or right of offset held by the Collateral Agent or any other Secured Party for the payment of any of the
Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any Guarantor
or other guarantor in respect of payments made by such Guarantor hereunder, in each case, until all amounts owing to the Collateral
Agent and the other Secured Parties on account of the Obligations under the Credit Documents are paid in full, the Commitments
are terminated and no Letters of Credit shall be outstanding or the Letters of Credit outstanding shall have been Cash Collateralized.
If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all the Obligations shall not
have been paid in full, such amount shall be held by such Guarantor in trust for the Collateral Agent and the other Secured Parties,
segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Collateral
Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if required), to be
applied against the Obligations, whether due or to become due, in such order as the Collateral Agent may determine (provided
that the liability of the Belgian Guarantor hereunder and under Section 2 shall not in the aggregate exceed the limitation set
forth in Section 3).


 




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7.          Amendments,
etc. with Respect to the Obligations; Waiver of Rights. Each Guarantor shall remain obligated hereunder notwithstanding that,
without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, (a) any demand
for payment of any of the Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and
any of the Obligations continued, (b) the Obligations, or the liability of any other party upon or for any part thereof, or any
collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part,
be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any
other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed
and delivered in connection therewith and the Secured Cash Management Agreements and Secured Hedge Agreements and any other documents
executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the
Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Cash Management Agreement or
Secured Hedge Agreement, the Cash Management Bank or Hedge Bank party thereto) may deem advisable from time to time and (d) any
collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment
of any of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured
Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations
or for this Guarantee or any property subject thereto. When making any demand hereunder against any Guarantor, the Collateral Agent
or any other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any Guarantor or
any other person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any
payments from the Borrower or any Guarantor or any other person or any release of the Borrower or any Guarantor or any other person
shall not relieve any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its
several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as
a matter of law, of the Collateral Agent or any other Secured Party against any Guarantor. For the purposes hereof “demand”
shall include the commencement and continuance of any legal proceedings.


 




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8.          Guarantee
Absolute and Unconditional.


 


(a)          Each
Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual
of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee
or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or
renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of
the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively
presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each
Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of
default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense
arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Obligations.
Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee
of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document,
any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral
security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral
Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance)
that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or
(c)  any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes,
or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor
under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor,
the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it
may have against the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right
of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights
or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral security
or guarantee or to exercise any such right of offset, or any release of the Borrower or any such other Person or any such collateral
security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect
the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured
Parties against such Guarantor.


 


(b)          This
Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor
and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and
their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents (other than any
contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall
have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall
be outstanding (except to the extent that the Letters of Credit have been Cash Collateralized), notwithstanding that from time
to time during the term of the Credit Agreement and any Secured Cash Management Agreement or Secured Hedge Agreement the Credit
Parties may be free from any Obligations.


 


(c)          A
Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically
released under the circumstances described in Section 13.1 of the Credit Agreement.


 


(d)          The
Guarantors jointly and severally agree that, as between the Guarantors and the Secured Parties, the Obligations under the Credit
Documents may be declared to be forthwith due and payable as provided in Section 11 of the Credit Agreement (and shall be deemed
to have become automatically due and payable in the circumstances provided in such Section) for purposes of Section 2,
notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically
due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become
automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and
payable by the Guarantors for purposes of Section 2.


 


9.          Reinstatement.
This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof,
of any of the Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or any other Secured Party
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result
of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor
or any substantial part of its property, or otherwise, all as though such payments had not been made.


 




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10.         Payments.
Each Guarantor hereby guarantees that payments hereunder will be paid to the Collateral Agent without set-off or counterclaim in
Dollars (based on the Dollar Equivalent amount of such Obligations on the date of payment) at the Collateral Agent’s office.
Each Guarantor agrees that the provisions of Sections 5.4 and 13.19 of the Credit Agreement shall apply to such Guarantor’s
obligations under this Guarantee.


 


11.         Representations
and Warranties; Covenants.


 


(a)         Each
Guarantor hereby represents and warrants that the representations and warranties set forth in Section 8 of the Credit Agreement
as they relate to such Guarantor and in the other Credit Documents to which such Guarantor is a party, each of which is hereby
incorporated herein by reference, are true and correct in all material respects as of the Closing Date (except where such representations
and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in
all material respects as of such earlier date), and the Collateral Agent and each other Secured Party shall be entitled to rely
on each of them as if they were fully set forth herein.


 


(b)         Each
Guarantor hereby covenants and agrees with the Collateral Agent and each other Secured Party that, from and after the date of this
Guarantee until the Obligations are paid in full, the Commitments are terminated and no Letter of Credit remains outstanding or
the Letters of Credit Outstanding have been Cash Collateralized, such Guarantor shall take, or shall refrain from taking, as the
case may be, all actions that are reasonably necessary to be taken or not taken so that no violation of any provision, covenant
or agreement contained in Section 9 or Section 10 of the Credit Agreement and so that no Default or Event of Default,
is caused by any act or failure to act of such Guarantor or any of its Subsidiaries.


 


12.        Authority
of the Collateral Agent.


 


(a)          The
Collateral Agent enters into this Guarantee in its capacity as agent for the Secured Parties from time to time. The rights and
obligations of the Collateral Agent under this Guarantee at any time are the rights and obligations of the Secured Parties at that
time. Each of the Secured Parties has (subject to the terms of the Credit Documents) a several entitlement to each such right,
and a several liability in respect of each such obligation, in the proportions described in the Credit Documents. The rights, remedies
and discretions of the Secured Parties, or any of them, under this Guarantee may be exercised by the Collateral Agent. No party
to this Guarantee is obliged to inquire whether an exercise by the Collateral Agent of any such right, remedy or discretion is
within the Collateral Agent’s authority as agent for the Secured Parties.


 


(b)         Each
party to this Guarantee acknowledges and agrees that any changes (in accordance with the provisions of the Credit Documents) in
the identity of the persons from time to time comprising the Secured Parties gives rise to an equivalent change in the Secured
Parties, without any further act. Upon such an occurrence, the persons then comprising the Secured Parties are vested with the
rights, remedies and discretions and assume the obligations of the Secured Parties under this Guarantee. Each party to this Guarantee
irrevocably authorizes the Collateral Agent to give effect to the change in Lenders contemplated in this Section 12(b) by countersigning
an Assignment and Acceptance.


 


(c)         Neither
the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be liable to
any party for any action taken or omitted to be taken by any of them under or in connection with this Guarantee or any Credit Document
(except for its or such Person’s own gross negligence or willful misconduct, as determined in the final non-appealable judgment
of a court of competent jurisdiction).


 




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13.        Notices.
All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications
and notices hereunder to any Guarantor shall be given to it in care of Holdings at the Holdings’ address set forth in Section
13.2 of the Credit Agreement.


 


14.        Counterparts.
This Guarantee may be executed by one or more of the parties to this Guarantee on any number of separate counterparts (including
by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and
the same instrument. A set of the copies of this Guarantee signed by all the parties shall be lodged with the Collateral Agent
and Holdings.


 


15.        Severability.
Any provision of this Guarantee that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


16.        Integration.
This Guarantee, together with the other Credit Documents and each other document in respect
of any Secured Hedge Agreement and any Secured Cash Management Agreement, represents the agreement of each Guarantor and
the Collateral Agent with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties
by the Collateral Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to
herein or in the other Credit Documents or each other document in respect of any Secured
Hedge Agreement or any Secured Cash Management Agreement.


 


17.        Amendments
in Writing; No Waiver; Cumulative Remedies.


 


(a)         None
of the terms or provisions of this Guarantee may be waived, amended, supplemented or otherwise modified except in accordance with
Section 13.1 of the Credit Agreement.


 


(b)         Neither
the Collateral Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 17(a)),
delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default
or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising,
on the part of the Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent or any other Secured Party of
any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent
or any Secured Party would otherwise have on any future occasion.


 


(c)         The
rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive
of any other rights or remedies provided by law.


 


18.        Section
Headings. The Section headings used in this Guarantee are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.


 


19.        Successors
and Assigns. This Guarantee shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit
of the Collateral Agent and the other Secured Parties and their respective successors and assigns except that no Guarantor may
assign, transfer or delegate any of its rights or obligations under this Guarantee without the prior written consent of the Collateral
Agent.


 




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20.        Additional
Guarantors. Each Subsidiary of Holdings that is required to become a party to this Guarantee pursuant to Section 9.11 of the
Credit Agreement shall become a Guarantor, with the same force and effect as if originally named as a Guarantor herein, for all
purposes of this Guarantee, upon execution and delivery by such Subsidiary of a written supplement substantially in the form of
Annex A hereto (each such written supplement, a “Guarantor Supplement”). The execution and delivery of any instrument
adding an additional Guarantor as a party to this Guarantee shall not require the consent of any other Guarantor hereunder. The
rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new
Guarantor as a party to this Guarantee.


 


21.        Additional
Jurisdictions. In the event that a Subsidiary of Holdings is to become a party to this Guarantee as required by Section 9.11
of the Credit Agreement or otherwise and at such time such additional Guarantor is not organized in one of the jurisdictions of
a Guarantor that is or has already been a signatory hereto, then the Guarantor Supplement (as defined below) to be executed and
delivered by such additional Guarantor shall include guarantee limitation provisions, corporate benefit, tax and other provisions
customary for such jurisdiction as the Collateral Agent and such additional Guarantor may reasonably agree based on the advice
of legal counsel (which may be legal counsel for such Guarantor).


 


22.        WAIVER
OF JURY TRIAL. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS GUARANTEE, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


23.        Submission
to Jurisdiction; Waivers; Service of Process. Each Guarantor hereby irrevocably and unconditionally:


 


(a)         submits
for itself and its property in any legal action or proceeding relating to this Guarantee and the other Credit Documents to which
it is a party to the exclusive general jurisdiction of the courts of the State of New York sitting in New York County, the courts
of the United States of America for the Southern District of New York and appellate courts from any thereof;


 


(b)        consents
that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court
and agrees not to plead or claim the same or to commence or support any such action or proceeding in any other courts;


 


(c)        agrees
that service of process in any such action or proceeding shall be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Guarantor in care of the Borrower at the Borrower’s
address set forth on Schedule 13.2 of the Credit Agreement or at such other address of which the Administrative Agent shall
have been notified pursuant to Section 13.2 of the Credit Agreement;


 


(d)        agrees
that nothing herein shall affect the right of the Collateral Agent or any other Secured Party to effect service of process in any
other manner permitted by law or to commence legal proceedings or otherwise proceed against Holdings or the Borrower or any other
Credit Party in any other jurisdiction; and


 




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(e)         waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section 23 any special, exemplary, punitive or consequential damages.


 


24.        GOVERNING
LAW. THIS GUARANTEE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


[Signature pages follow]


 




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IN WITNESS WHEREOF, each of the undersigned has
caused this Guarantee to be duly executed and delivered by its duly authorized officer or other representative as of the day and
year first above written.


 





	 	RBC BEARINGS INCORPORATED, 
        as Guarantor
	 	 
	 	By:	 
	 	 	  /s/ Daniel A. Bergeron
	 		Name:	Daniel A. Bergeron
	 		Title:	Vice President, 

Chief Financial Officer and 

Assistant Secretary







 


	 	RBC Precision Products - Plymouth, Inc.,
	 	Industrial Tectonics Bearings Corporation,
	 	RBC Precision Products - Bremen, Inc.,
	 	RBC Nice Bearings, Inc.,
	 	RBC Lubron Bearing Systems, Inc.,
	 	RBC Oklahoma, Inc.,
	 	RBC Aircraft Products, Inc.,
	 	RBC Southwest Products, Inc.,
	 	All Power Manufacturing Co. ,
	 	Western Precision Aero LLC,
	 	Climax Metal Products Company,
	 	RBC Turbine Components LLC, each as a Guarantor


 


	 	By:	 
	 	 	  /s/ Thomas J. Williams
	 	 	Name: Thomas J. Williams
	 	 	Title:  Corporate General Counsel and Secretary


 


	 	RBC AeroStructures LLC,

           as a Guarantor
	 	 
	 	By:
	 	 
	 	 	  /s/ Thomas J. Williams
	 	 	Name: Thomas J. Williams
	 	 	Title: Manager


 




    	 



    	 



    




 


	 	Avborne Accessory Group, Inc.,
	 	Sonic Industries, Inc.,
	 	Sargent Aerospace & Defense, LLC, each as a Guarantor
	 	 
	 	By:
	 	 	  /s/ Thomas J. Williams
	 	 	Name: Thomas J. Williams
	 	 	Title:  Assistant Treasurer and Assistant Secretary


 




    	 



    	 



    

 





	 	
        WELLS FARGO BANK, NATIONAL

        ASSOCIATION,

               as Administrative Agent and Collateral Agent

	 	 
	 	By:	 
	 	 	  /s/ Neel A. Morey
	 	 	Name: Neel A. Morey
	 	 	Title:  Senior Vice President