Exhibit 10.20


 


$             New
York, New York


500,000


                 December 15,
2000


 


AMENDED AND RESTATED PROMISSORY NOTE


 


THIS PROMISSORY NOTE is made in
New York, New York, as of December 15, 2000 (this “Note”), for Five
Hundred Thousand Dollars ($500,000). 
Capitalized terms used herein without definition shall have the meaning
ascribed to them in the Stockholders’ Agreement of even date herewith among
Roller Bearing Holding Company, Inc. (“Holdings”) and certain of its
stockholders, as in effect on the date herewith.


 


RECITALS:


 


This Note is made by Michael J.
Hartnett, Ph.D. (“Maker”), and is payable to Roller Bearing Company of America, Inc.,
a Delaware Corporation with a principal place of business at 60 Round Hill
Road, Fairfield, Connecticut (“Payee”).


 


This Note evidences the
obligation of Maker to pay to Payee the principal amount of Five Hundred
Thousand Dollars ($500,000).


 


NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration the receipt, the
adequacy and sufficiency of which are hereby acknowledged, the Maker makes this
Note as follows:


 


1.             Payment.


 


(a)           Maker
hereby promises to pay to Payee the then principal balance hereof as well as
any other amounts due hereunder on the earlier to occur of (i) the first
to occur of (A) an Initial Public Offering, or (B) any sale of
business transaction involving Holdings and all of its subsidiaries, taken as a
whole, whether in the nature of a sale of all or substantially all of their
assets; a sale of all of the Securities; or a merger, recapitalization or
reorganization following which the holders of Securities prior to such event no
longer own any Securities or any voting securities in the surviving or
successor entity, and (ii) June 23, 2007.


 


(b)           The
Payee shall have no rights of offset under any circumstances whatsoever, i.e.
regardless of the circumstances under which Payee is obligated to the Maker;
pursuant thereto, except as set forth in the first sentence of this subsection (b),
Payee may not satisfy any obligations that it may have to Maker by offset
against, or reduction of, amounts due hereunder.


 


(c)           This
Note shall not bear interest.


 


2.             Pledge.


 


The Maker hereby confirms his
agreement to pledge 202 Warrants to purchase shares of Class B Common Stock
of Holdings at an exercise price of $514 per share.  Maker


 





















 


hereby agrees to execute such
pledge agreement as the Payee may reasonably request to evidence such pledge.


 


3.             Default
and Remedies.


 


(a)           In
the event default is made in the payment of this Note and such default
continues for five (5) days after such due date (an “Event of Default”),
Payee shall have the option to exercise any and all rights and remedies
available at law or in equity or under any document or instrument securing this
Note.  If suit is brought to collect the
amount due under this Note, Payee shall be entitled to collect from Maker all
reasonable costs and expenses of suit, including, but not limited to,
reasonable attorneys’ fees.


 


(b)           The
remedies of Payee shall be cumulative and concurrent, and may be pursued
singularly, successively or together, at the sole discretion of Payee.  No act or omission or commission of Payee,
including specifically any failure to exercise any right, remedy or recourse,
shall be deemed to be a waiver or release of the same, such waiver or release
to be effected only through a written document executed by Payee and then only
to the extent specifically recited therein.


 


4.             Waiver.


 


The Maker hereby waives
presentment and demand for payment, notice of dishonor, protest and notice of
protest of this Note.


 


5.             Miscellaneous.


 


(a)           The
headings of the paragraphs of this Note are inserted for convenience only and
shall not be deemed to constitute a part hereof.


 


(b)           All
payments under this Note shall be payable in lawful money of the United States
which shall be legal tender for public and private debts at the time of payment
and shall be paid to Payee at its principal place of business at 60 Round Hill
Road, Fairfield, Connecticut.


 


(c)           This
Note shall be governed by and construed under the laws of the State of New
York.


 


(d)           This
Note shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns, except that Maker shall not have the
right to assign the obligations made under this Note without the prior written
consent of Payee.


 


6.             Existing
Note.


 


This note amends and restates
in its entirety a certain Promissory Note, dated June 23, 1997, from the
Maker to the Payee, in the original maximum principal amount of Five Hundred
Thousand Dollars ($500,000) (the “Existing Note”).  Upon the execution and delivery of this Note,
this Note shall replace the Existing Note and shall immediately evidence all
outstanding indebtedness embodied in and evidenced by the Existing Note, and
that such


 


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indebtedness is a continuing
obligation of the Maker to the Payee, and has been and continues to be fully
enforceable, absolute and in existence.


 


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IN WITNESS WHEREOF, the Maker
has executed and delivered this Note as of the date and year first above
written.


 


Michael
J. Hartnett, Ph.d.


 


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