Exhibit 10.30


 


SECURITY
AGREEMENT


 


SECURITY
AGREEMENT, dated as of June 29, 2004, among ROLLER BEARING COMPANY OF
AMERICA, INC., a Delaware corporation (“Borrower”), the other Credit
Parties signatory hereto (each “Guarantor” collectively “Guarantors”,
Borrower and each Guarantor are sometimes collectively referred to herein as “Grantors”
and individually as a “Grantor”), and GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, individually and in its capacity as Agent
for SCIL Lenders (“SCIL Agent”).


 


W I  T  N  E  S  S
E  T  H:


 


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”);


 


WHEREAS, the
Guarantors have guaranteed the Obligations of Borrower under the Credit Agreement
and will benefit directly from the SCIL and financial accommodations provided
thereunder; and


 


WHEREAS, in order
to induce SCIL Agent and SCIL Lenders to enter into the Credit Agreement and
other Loan Documents and to induce SCIL Lenders to make the SCIL as provided
for in the Credit Agreement, Grantors have agreed to grant a continuing Lien on
the Collateral (as hereinafter defined) to secure the Obligations;


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


1.             Defined
Terms.


 


a.             All capitalized terms
used but not otherwise defined herein have the meanings given to them in the
Credit Agreement or in Annex A thereto. All other terms contained in
this Security Agreement, unless the context indicates otherwise, have the
meanings provided for by the Code to the extent the same are used or defined
therein.


 


b.             “Uniform Commercial
Code jurisdiction” means any jurisdiction that has adopted all or substantially
all of Article 9 as contained in the 2000 Official Text of the Uniform Commercial
Code, as recommended by the National Conference of Commissioners on Uniform State
Laws and the American Law Institute, together with any subsequent amendments or
modifications to the Official Text.


 


2.             Grant
Of Lien.


 


a.             To secure the prompt
and complete payment, performance and observance of all of the Obligations,
each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates
and transfers to SCIL Agent, for itself and the benefit of SCIL Lenders, a Lien


 





















 


upon all of its right,
title and interest in, to and under all personal property and other assets,
whether now owned by or owing to, or hereafter acquired by or arising in favor
of such Grantor (including under any trade names, styles or derivations thereof), and whether owned or
consigned by or to, or leased from or to, such Grantor, and regardless of where
located (all of which being hereinafter collectively referred to as the “Collateral”),
including:


 


(i)            all
Accounts;


 


(ii)           all
Chattel Paper;


 


(iii)          all
Documents;


 


(iv)          all General
Intangibles (including payment intangibles and Software);


 


(v)           all Goods
(including Inventory, Equipment and Fixtures);


 


(vi)          all
Instruments;


 


(vii)         all
Investment Property;


 


(viii)        all
Deposit Accounts, of any Grantor, including all Blocked Accounts, Concentration
Accounts, Disbursement Accounts, and all other bank accounts and all deposits
therein;


 


(ix)           all money,
cash or cash equivalents of any Grantor;


 


(x)            all
Supporting Obligations and Letter-of-Credit Rights of any Grantor; and


 


(xi)           to the
extent not otherwise included, all Proceeds, tort claims, insurance claims and
other rights to payments not otherwise included in the foregoing and products
of the foregoing and all accessions to, substitutions and replacements for, and
rents and profits of, each of the foregoing.


 


b.             In addition, to
secure the prompt and complete payment, performance and observance of the
Obligations and in order to induce SCIL Agent and SCIL Lenders as aforesaid,
each Grantor hereby grants to SCIL Agent, for itself and the benefit of SCIL
Lenders, a right of setoff against the property of such Grantor held by SCIL Agent
or any SCIL Lender, consisting of property described above in Section 2(a) now
or hereafter in the possession or custody of or in transit to SCIL Agent or any
SCIL Lender, for any purpose, including safekeeping, collection or pledge, for
the account of such Grantor, or as to which such Grantor may have any right or
power.


 


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3.             SCIL
Agent’s and SCIL Lenders’ Rights: Limitations on SCIL Agent’s and SCIL Lenders’
Obligations.


 


a.             It is expressly
agreed by Grantors that, anything herein to the contrary notwithstanding, each
Grantor shall remain liable under each of its Contracts and each of its Licenses
to observe and perform all the conditions and obligations to be observed and
performed by it thereunder. Neither SCIL Agent nor any SCIL Lender shall have
any obligation or liability under any Contract or License by reason of or
arising out of this Security Agreement or the granting herein of a Lien thereon
or the receipt by SCIL Agent or any SCIL Lender of any payment relating to any
Contract or License pursuant hereto. Neither SCIL Agent nor any SCIL Lender
shall be required or obligated in any manner to perform or fulfill any of the
obligations of any Grantor under or pursuant to any Contract or License, or to
make any payment, or to make any inquiry as to the nature or the sufficiency of
any payment received by it or the sufficiency of any performance by any party
under any Contract or License, or to present or file any claims, or to take any
action to collect or enforce any performance or the payment of any amounts
which may have been assigned to it or to which it may be entitled at any time
or times.


 


b.             SCIL Agent may at any
time after an Event of Default has occurred and is continuing without prior notice
to any Grantor, notify Account Debtors and other Persons obligated on the
Collateral that SCIL Agent has a security interest therein, and that payments shall
be made directly to SCIL Agent. Furthermore, if SCIL Agent determines that
Account Debtors’ contra-accounts or set-off rights may cause an Event of
Default or Borrowing Availability to be less than zero, SCIL Agent may notify
Account Debtors that SCIL Agent has a security interest therein, and that
payments shall be made directly to SCIL Agent. In such circumstances and upon
the request of SCIL Agent, each Grantor shall so notify Account Debtors and
other Persons obligated on Collateral. Once any such notice has been given to
any Account Debtor or other Person obligated on the Collateral, the affected
Grantor shall not give any contrary instructions to such Account Debtor or
other Person without SCIL Agent’s prior written consent.


 


c.             SCIL Agent may at any
time in SCIL Agent’s own name, in the name of a nominee of SCIL Agent or in the
name of any Grantor communicate (by mail, telephone, facsimile or otherwise)
with Account Debtors, parties to Contracts and obligors in respect of Instruments
to verify with such Persons, to SCIL Agent’s satisfaction, the existence,
amount terms of, and any other matter relating to, Accounts, Instruments,
Chattel Paper and/or payment intangibles. If an Event of Default shall have
occurred and be continuing, each Grantor, at its own expense, shall cause the
independent certified public accountants then engaged by such Grantor to
prepare and deliver to SCIL Agent and each SCIL Lender at any time and from
time to time promptly upon SCIL Agent’s reasonable request the following
reports with respect to each Grantor: (i) a reconciliation of all
Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a
test verification of such Accounts as SCIL Agent may reasonably request. Each
Grantor, at its own expense, shall deliver to SCIL Agent the results of each
physical verification, if any, which such Grantor may in its discretion have
made, or caused any other Person to have made on its behalf, of all or any
portion of its Inventory.


 


4.             Representations
and Warranties.  Each Grantor
represents and warrants that:


 


a.             Each Grantor has
rights in and the power to transfer each item of the Collateral upon which it
purports to grant a Lien hereunder free and clear of any and all Liens other
than Permitted Encumbrances.


 


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b.             No effective security
agreement, financing statement, equivalent security or Lien instrument or
continuation statement covering all or any part of the Collateral is on file or
of record in any public office, except such as may have been filed (i) by
any Grantor in favor of SCIL Agent pursuant to this Security Agreement or the
other Loan Documents, and (ii) in connection with any other Permitted
Encumbrances.


 


c.             This Security
Agreement is effective to create a valid and continuing Lien on and, upon the
filing of the appropriate financing statements listed on Schedule I
hereto, a perfected Lien in favor of SCIL Agent, for itself and the benefit of
SCIL Lenders, on the Collateral with respect to which a Lien may be perfected
by filing pursuant to the Code. Such Lien is prior to all other Liens, except
Permitted Encumbrances and is enforceable as such as against any and all
creditors of Grantor (other than beneficiaries of the Permitted Encumbrances).


 


d.             Schedule II-A
hereto lists all Instruments, Letter of Credit Rights and Chattel Paper of each
Grantor. All action by any Grantor necessary or desirable to protect and perfect
the Lien of SCIL Agent on each item set forth on Schedule II-B
(including the delivery of all originals thereof to Senior Agent (or, after the
occurrence of the “Termination Date” under and as defined in the Senior Credit
Agreement, to SCIL Agent) and the legending of all Chattel Paper as required by
Section 5(b) hereof) has been duly taken. The Lien of SCIL
Agent, for the benefit of SCIL Agent and SCIL Lenders, on the Collateral listed
on Schedule II-B hereto is prior to all other Liens, except
Permitted Encumbrances, and is enforceable as such against any and all
creditors of Grantor (other than beneficiaries of the Permitted Encumbrances).


 


e.             Each Grantor’s name
as it appears in official filings in the state of its incorporation or other
organization, the type of entity of each Grantor (including corporation, partnership,
limited partnership or limited liability company), organizational
identification number issued by each Grantor’s state of incorporation or
organization or a statement that no such number has been issued, each Grantor’s
state of organization or incorporation, the location of each Grantor’s chief
executive office, principal place of business, offices, all warehouses and premises
where Collateral is stored or located, and the locations of its books and
records concerning the Collateral are set forth on Schedule III-A, Schedule III-B,
Schedule III-C, Schedule III-D, Schedule III-E,
Schedule III-F,  Schedule III-G, Schedule III-H,
or Schedule III-I, respectively, hereto. Each Grantor has only one
state of incorporation or organization.


 


f.              With respect to the
Accounts, except as specifically disclosed (x) in the most recent Collateral
Report delivered to SCIL Agent, or (y) in writing to SCIL Agent, (i) they represent
bona fide sales of Inventory or rendering of services to Account Debtors in the
ordinary course of each Grantor’s business and are not evidenced by a judgment,
Instrument or Chattel Paper; (ii) there are no setoffs, claims or disputes
existing or asserted with respect thereto and no Grantor has made any agreement
with any Account Debtor for any extension of time for the payment thereof, any
compromise or settlement for less than the full amount thereof, any release of
any Account Debtor from liability therefor, or any deduction therefrom except a
discount or allowance allowed by such Grantor in the ordinary course of its
business for prompt payment and disclosed to SCIL Agent; (iii) to each
Grantor’s knowledge, there are no facts, events or occurrences which in any way
impair the validity or enforceability thereof or could reasonably be expected
to reduce the amount payable thereunder as shown on any Grantor’s


 


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books and records and any
invoices, statements and Collateral Reports delivered to SCIL Agent and SCIL
Lenders with respect thereto; (iv) no Grantor has received any notice of
proceedings or actions which are threatened or pending against any Account
Debtor which might result in any adverse change in such Account Debtor’s
financial condition; and (v) no Grantor has knowledge that any Account
Debtor is unable generally to pay its debts as they become due. Further with
respect to the Accounts (x) the amounts shown on all invoices, statements and
Collateral Reports which may be delivered to SCIL Agent with respect thereto
are actually and absolutely owing to such Grantor as indicated thereon and are
not in any way contingent; (y) no payments have been or shall be made thereon
except payments immediately delivered to the applicable Blocked Accounts or
SCIL Agent as required pursuant to the terms of Annex C to the Credit
Agreement; and (z) to each Grantor’s knowledge, all Account Debtors have the
capacity to contract.


 


g.             With respect to any
Inventory scheduled or listed on the most recent Collateral Report delivered to
SCIL Agent, (i) such Inventory is located at one of the applicable Grantor’s
locations set forth on Schedule III-A, Schedule III-B, Schedule III-C,
Schedule III-D, Schedule III-E, Schedule III-F,
Schedule III-G, or Schedule III-H hereto, as
applicable, (ii) no such Inventory is now, or shall at any time or times
hereafter be stored at any other location without except (A) locations
added in connection with a Permitted Acquisition, or (B) otherwise with
SCIL Agent’s prior consent, and if SCIL Agent gives such consent, each
applicable Grantor will concurrently therewith obtain, to the extent required
by the Credit Agreement, bailee, landlord and mortgagee agreements in form
reasonably acceptable to SCIL Agent, (iii) the applicable Grantor has
good, indefeasible and merchantable title to such Inventory and such Inventory
is not subject to any Lien or security interest or document whatsoever except
for the Lien granted to SCIL Agent, for the benefit of SCIL Agent and SCIL
Lenders, and except for Permitted Encumbrances, (iv) except as
specifically disclosed in the most recent Collateral Report delivered to SCIL
Agent, such Inventory is Eligible Inventory of good and merchantable quality,
free from any material defects, (v) such Inventory is not subject to any
licensing, patent, royalty, trademark, trade name or copyright agreements with
any third parties which would require any consent of any third party upon sale
or disposition of that Inventory or the payment of any monies to any third
party upon such sale or other disposition, and (vi) the completion of
manufacture, sale or other disposition of such Inventory by SCIL Agent
following an Event of Default shall not require the consent of any Person and
shall not constitute a breach or default under any contract or agreement to
which any Grantor is a party or to which such Inventory is subject.


 


h.             No Grantor has any
interest in, or title to, any Patent, Trademark or Copyright except as set
forth in Schedule IV-A, Schedule IV-B, or Schedule IV-C
hereto. This Security Agreement is effective to create a valid and continuing
Lien on and, upon timely filing of the Copyright Security Agreements with the
United States Copyright Office and timely filing of the Patent Security
Agreements and the Trademark Security Agreements with the United State Patent
and Trademark Office, perfected Liens in favor of SCIL Agent on each Grantor’s
Patents, Trademarks and Copyrights and such perfected Liens are enforceable as
such as against any and all creditors of any Grantor.


 


5.             Covenants.
 Each Grantor covenants and agrees with
SCIL Agent, for the benefit of SCIL Agent and SCIL Lenders, that from and after
the date of this Security Agreement and until the Termination Date:


 


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a.             Further Assurances;
Pledge of Instruments; Chattel Paper.


 


(i)            At any
time and from time to time, upon the written request of SCIL Agent and at the
sole expense of Grantors, each Grantor shall promptly and duly execute and
deliver any and all such further instruments and documents and take such
further actions as SCIL Agent may reasonably deem desirable to obtain the full
benefits of this Security Agreement and of the rights and powers herein
granted, including (A) using commercially reasonable efforts to secure all
consents and approvals necessary or appropriate for the assignment to or for
the benefit of SCIL Agent of any License or Contract held by such Grantor and
to enforce the security interests granted hereunder; and (B) filing any
financing or continuation statements under the Code with respect to the Liens
granted hereunder or under any other Loan Document as to those jurisdictions
that are not Uniform Commercial Code jurisdictions.


 


(ii)           If
requested by SCIL Agent, each Grantor shall deliver to Senior Agent (or, after
the occurrence of the “Termination Date” under and as defined in the Senior
Credit Agreement, to SCIL Agent) all Collateral consisting of negotiable Documents,
certificated securities, Chattel Paper and Instruments (in each case,
accompanied by stock powers, allonges or other instruments of transfer executed
in blank) promptly after such Credit Party receives the same.


 


(iii)          Each
Grantor shall, in accordance with the terms of the Credit Agreement, obtain or
use commercially reasonable efforts to obtain waivers or subordinations of
Liens from landlords and mortgagees, and each Credit Party shall in all
instances obtain signed acknowledgements of SCIL Agent’s Liens from bailees
having possession of any Grantor’s Goods that they hold for the benefit of SCIL
Agent.


 


(iv)          Each
Grantor that is or becomes the beneficiary of a letter of credit shall
promptly, and in any event within two (2) Business Days after becoming a
beneficiary, notify SCIL Agent thereof and enter into a tri-party agreement
with SCIL Agent and the issuer and/or confirmation bank with respect to
Letter-of-Credit Rights assigning such Letter-of-Credit Rights to SCIL Agent,
all in form and substance reasonably satisfactory to SCIL Agent.


 


(v)           If
requested by SCIL Agent, each Grantor shall take all steps necessary to grant
SCIL Agent control of all electronic chattel paper in accordance with the Code
and all “transferable records” as defined in each of the Uniform Electronic
Transactions Act and the Electronic Signatures in Global and National Commerce
Act.


 


(vi)          Each
Grantor hereby irrevocably authorizes SCIL Agent at any time and from time to
time to file in any filing office in any Uniform Commercial Code jurisdiction
any initial financing statements and amendments thereto that (a) indicate
the Collateral (i) as “all assets of Grantor and all proceeds thereof” or
words of similar effect, regardless of whether any particular asset comprised
in the Collateral falls within the scope of Article 9 of the Code or such
jurisdiction, or (ii) as being of an equal or lesser scope or with greater
detail, and (b) contain any other information required by part 5 of Article 9
of the Code for the sufficiency or filing office acceptance of any financing


 


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statement or
amendment, including (i) whether such Grantor is an organization, the type
of organization and any organization identification number issued to such Grantor,
and (ii) in the case of a financing statement filed as a fixture filing or
indicating Collateral as as-extracted collateral or timber to be cut, a
sufficient description of real property to which the Collateral relates. Each
Grantor agrees to furnish any such information to SCIL Agent promptly upon
request. Each Grantor also ratifies its authorization for SCIL Agent to have
filed in any Uniform Commercial Code jurisdiction any initial financing
statements or amendments thereto if filed prior to the date hereof.


 


b.             Maintenance of
Records.  Grantors shall keep and
maintain, at their own cost and expense, satisfactory and complete records of
the Collateral, including a record of any and all payments received and any and
all credits granted with respect to the Collateral and all other dealings with
the Collateral. Grantors shall mark their books and records pertaining to the Collateral
to evidence this Security Agreement and the Liens granted hereby. If any
Grantor retains possession of any Chattel Paper or Instruments with SCIL Agent’s
consent, such Chattel Paper and Instruments shall be marked with the following
legend: “This writing and the obligations evidenced or secured hereby are
subject to the security interest of General Electric Capital Corporation, as
SCIL Agent, for the benefit of SCIL Agent and certain SCIL Lenders.”


 


c.             Covenants
Regarding Patent, Trademark and Copyright Collateral.


 


(i)            Grantors
shall notify SCIL Agent immediately if they know or have reason to know that
any application or registration relating to any Patent, Trademark or Copyright
(now or hereafter existing) that is material to the conduct of its business may
become abandoned or dedicated, or of any adverse determination or development
(including the institution of, or any such determination or development in, any
proceeding in the United States Patent and Trademark Office, the United States
Copyright Office or any court) regarding any Grantor’s ownership of any Patent,
Trademark or Copyright that is material to the conduct of its business, its
right to register the same, or to keep and maintain the same.


 


(ii)           In no
event shall any Grantor, either itself or through any agent, employee, licensee
or designee, file an application for the registration of any Patent, Trademark
or Copyright with the United States Patent and Trademark Office, the United
States Copyright Office or any similar office or agency without giving SCIL
Agent prior written notice thereof, and, upon request of SCIL Agent, Grantor
shall execute and deliver any and all Patent Security Agreements, Copyright
Security Agreements or Trademark Security Agreements as SCIL Agent may request
to evidence SCIL Agent’s Lien on such Patent, Trademark or Copyright, and the
General Intangibles of such Grantor relating thereto or represented thereby.


 


(iii)          Grantors
shall take all actions necessary or requested by SCIL Agent to maintain and
pursue each application, to obtain the relevant registration and to maintain
the registration of each of the Patents, Trademarks and Copyrights (now or
hereafter existing), including the filing of applications for renewal,
affidavits of use, affidavits of noncontestability and opposition and
interference and cancellation proceedings, unless


 


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the applicable
Grantor shall determine that such Patent, Trademark or Copyright is not
material to the conduct of its business.


 


(iv)          In the
event that a Grantor becomes aware of any of the Patent, Trademark or Copyright
Collateral is infringed upon, or misappropriated or diluted by a third party,
such Grantor shall notify SCIL Agent of the same and, unless such Patent,
Trademark or Copyright Collateral is not material to the conduct of its
business or as otherwise consented by SCIL Agent, shall enter into a supplement
to this Security Agreement granting to SCIL Agent a Lien on a commercial tort
claim (as defined in the Code) related thereto. Such Grantor shall, unless such
Grantor shall reasonably determine that such Patent, Trademark or Copyright
Collateral is not material to the conduct of its business, promptly sue for
infringement, misappropriation or dilution and to recover any and all damages
for such infringement, misappropriation or dilution, and shall take such other
actions as SCIL Agent shall deem appropriate under the circumstances to protect
such Patent, Trademark or Copyright Collateral.


 


d.             Indemnification.
 In any suit, proceeding or action
brought by SCIL Agent or any SCIL Lender relating to any Collateral for any sum
owing with respect thereto or to enforce any rights or claims with respect
thereto, each Grantor will save, indemnify and keep SCIL Agent and SCIL Lenders
harmless from and against all expense (including reasonable attorneys’ fees and
expenses), loss or damage suffered by reason of any defense, setoff, counterclaim,
recoupment or reduction of liability whatsoever of the Account Debtor or other Person
obligated on the Collateral, arising out of a breach by any Grantor of any
obligation thereunder or arising out of any other agreement, indebtedness or
liability at any time owing to, or in favor of, such obligor or its successors
from such Grantor, except in the case of SCIL Agent or any SCIL Lender, to the
extent such expense, loss, or damage is attributable solely to the gross negligence
or willful misconduct of SCIL Agent or such SCIL Lender as finally determined
by a court of competent jurisdiction. All such obligations of Grantors shall be
and remain enforceable against and only against Grantors and shall not be
enforceable against SCIL Agent or any SCIL Lender.


 


e.             Limitation on
Liens on Collateral.  No Grantor will
create, permit or suffer to exist, and each Grantor will defend the Collateral
against, and take such other action as is necessary to remove, any Lien on the
Collateral except Permitted Encumbrances, and will defend the right, title and
interest of SCIL Agent and SCIL Lenders in and to any of such Grantor’s rights
under the Collateral against the claims and demands of all Persons whomsoever
(other than the beneficiaries of the Permitted Encumbrances.


 


f.              Notices.  Each Grantor will advise SCIL Agent promptly,
in reasonable detail, of any Lien (other than Permitted Encumbrances) or claim
made or asserted against any of the Collateral of which such Grantor is aware.


 


g.             Good Standing
Certificates.  If requested by SCIL
Agent, but not more frequently than once during each calendar quarter, each
Grantor shall provide to SCIL Agent a certificate of good standing from its
state of incorporation or organization.


 


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h.             No Reincorporation.
 Without limiting the prohibitions on
mergers involving the Grantors contained in the Credit Agreement, no Grantor
shall reincorporate or reorganize itself under the laws of any jurisdiction
other than the jurisdiction in which it is incorporated or organized as of the
date hereof without the prior written consent of SCIL Agent.


 


i.              Terminations;
Amendments Not Authorized.  Each
Grantor acknowledges that it is not authorized to file any financing statement
or amendment or termination statement with respect to any financing statement
evidencing a Lien granted hereunder without the prior written consent of SCIL
Agent and agrees that it will not do so without the prior written consent of
SCIL Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of
the Code.


 


j.              Authorized
Terminations.  SCIL Agent will
promptly deliver to each Grantor for filing or authorize each Grantor to
prepare and file termination statements and releases in accordance with Section 11.2(e) of
the Credit Agreement.


 


6.             SCIL Agent’s
Appointment as Attorney-In-Fact.


 


On the Closing
Date each Grantor shall execute and deliver to SCIL Agent a power of attorney
(the “Power of Attorney”) substantially in the form attached hereto as Exhibit A.
The power of attorney granted pursuant to the Power of Attorney is a power
coupled with an interest and shall be irrevocable until the Termination Date.
The powers conferred on SCIL Agent, for the benefit of SCIL Agent and SCIL
Lenders, under the Power of Attorney are solely to protect SCIL Agent’s
interests (for the benefit of SCIL Agent and SCIL Lenders) in the Collateral
and shall not impose any duty upon SCIL Agent or any SCIL Lender to exercise
any such powers. SCIL Agent agrees that (a) except for the powers granted
in clause (h) of the Power of Attorney, it shall not exercise any power or
authority granted under the Power of Attorney unless an Event of Default has
occurred and is continuing, and (b) SCIL Agent shall account for any
moneys received by SCIL Agent in respect of any foreclosure on or disposition
of Collateral pursuant to the Power of Attorney provided that none of SCIL
Agent or any SCIL Lender shall have any duty as to any Collateral, and SCIL
Agent and SCIL Lenders shall be accountable only for amounts that they actually
receive as a result of the exercise of such powers. NONE OF SCIL AGENT, SCIL
LENDERS OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS
OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE
TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES
ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS
FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE,
EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.


 


7.             Remedies; Rights
Upon Default.


 


a.             In addition to all
other rights and remedies granted to it under this Security Agreement, the
Credit Agreement, the other Loan Documents and under any other instrument or agreement
securing, evidencing or relating to any of the Obligations, if any Event of
Default shall have occurred and be continuing, SCIL Agent may exercise all
rights and remedies of a secured party under the Code. Without limiting the
generality of the foregoing, each Grantor


 


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expressly agrees that in
any such event SCIL Agent, without demand of performance or other demand,
advertisement or notice of any kind (except the notice specified below of time
and place of public or private sale) to or upon such Grantor or any other
Person (all and each of which demands, advertisements and notices are hereby
expressly waived to the maximum extent permitted by the Code and other
applicable law), may forthwith enter upon the premises of such Grantor where
any Collateral is located through self-help, without judicial process, without
first obtaining a final judgment or giving such Grantor or any other Person
notice and opportunity for a hearing on SCIL Agent’s claim or action and may
collect, receive, assemble, process, appropriate and realize upon the
Collateral, or any part thereof, and may forthwith sell, lease, license,
assign, give an option or options to purchase, or sell or otherwise dispose of
and deliver said Collateral (or contract to do so), or any part thereof, in one
or more parcels at a public or private sale or sales, at any exchange at such
prices as it may deem acceptable, for cash or on credit or for future delivery
without assumption of any credit risk. SCIL Agent or any SCIL Lender shall have
the right upon any such public sale or sales and, to the extent permitted by
law, upon any such private sale or sales, to purchase for the benefit of SCIL
Agent and SCIL Lenders, the whole or any part of said Collateral so sold, free
of any right or equity of redemption, which equity of redemption each Grantor
hereby releases. Such sales may be adjourned and continued from time to time
with or without notice. SCIL Agent shall have the right to conduct such sales on
any Grantor’s premises or elsewhere and shall have the right to use any Grantor’s
premises without charge for such time or times as SCIL Agent deems necessary or
advisable.


 


If any Event of
Default shall have occurred and be continuing, each Grantor further agrees, at
SCIL Agent’s request, to assemble the Collateral and make it available to SCIL
Agent at a place or places designated by SCIL Agent which are reasonably
convenient to SCIL Agent and such Grantor, whether at such Grantor’s premises
or elsewhere. Until SCIL Agent is able to effect a sale, lease, or other
disposition of Collateral, SCIL Agent shall have the right to hold or use
Collateral, or any part thereof, to the extent that it deems appropriate for
the purpose of preserving Collateral or its value or for any other purpose
deemed appropriate by SCIL Agent. SCIL Agent shall have no obligation to any
Grantor to maintain or preserve the rights of such Grantor as against third
parties with respect to Collateral while Collateral is in the possession of
SCIL Agent. SCIL Agent may, if it so elects, seek the appointment of a receiver
or keeper to take possession of Collateral and to enforce any of SCIL Agent’s
remedies (for the benefit of SCIL Agent and SCIL Lenders), with respect to such
appointment without prior notice or hearing as to such appointment. SCIL Agent
shall apply the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale to the Obligations as provided in the Credit
Agreement, and only after so paying over such net proceeds, and after the
payment by SCIL Agent of any other amount required by any provision of law,
need SCIL Agent account for the surplus, if any, to any Grantor. To the maximum
extent permitted by applicable law, each Grantor waives all claims, damages,
and demands against SCIL Agent or any SCIL Lender arising out of the
repossession, retention or sale of the Collateral except such as arise solely
out of the gross negligence or willful misconduct of SCIL Agent or such SCIL
Lender as finally determined by a court of competent jurisdiction. Each Grantor
agrees that ten (10) days prior notice by SCIL Agent of the time and place
of any public sale or of the time after which a private sale may take place is
reasonable notification of such matters. Grantors shall remain liable for any
deficiency if the proceeds of any sale or disposition of the Collateral are
insufficient to pay all Obligations, including any attorneys’ fees and other
expenses incurred by SCIL Agent or any SCIL Lender to collect such deficiency.


 


10





















 


b.             Except as otherwise
specifically provided herein, each Grantor hereby waives presentment, demand,
protest or any notice (to the maximum extent permitted by applicable law) of
any kind in connection with this Security Agreement or any Collateral.


 


c.             To the extent that
applicable law imposes duties on SCIL Agent to exercise remedies in a
commercially reasonable manner, each Grantor acknowledges and agrees that it is
not commercially unreasonable for SCIL Agent (i) to fail to incur expenses
reasonably deemed significant by SCIL Agent to prepare Collateral for
disposition or otherwise to complete raw material or work in process into
finished goods or other finished products for disposition, (ii) to fail to
obtain third party consents for access to Collateral to be disposed of, or to
obtain or, if not required by other law, to fail to obtain governmental or
third party consents for the collection or disposition of Collateral to be
collected or disposed of, (iii) to fail to exercise collection remedies
against Account Debtors or other Persons obligated on Collateral or to remove
Liens on or any adverse claims against Collateral, (iv) to exercise
collection remedies against Account Debtors and other Persons obligated on
Collateral directly or through the use of collection agencies and other
collection specialists, (v) to advertise dispositions of Collateral
through publications or media of general circulation, whether or not the
Collateral is of a specialized nature, (vi) to contact other Persons,
whether or not in the same business as the Grantor, for expressions of interest
in acquiring all or any portion of such Collateral, (vii) to hire one or
more professional auctioneers to assist in the disposition of Collateral,
whether or not the Collateral is of a specialized nature, (viii) to
dispose of assets in wholesale rather than retail markets, (ix) to disclaim
disposition warranties, such as title, possession or quiet enjoyment, (x) to
purchase insurance or credit enhancements to insure SCIL Agent against risks of
loss, collection or disposition of Collateral or to provide to SCIL Agent a
guaranteed return from the collection or disposition of Collateral, or (xi) to
the extent deemed appropriate by SCIL Agent, to obtain the services of other
brokers, investment bankers, consultants and other professionals to assist SCIL
Agent in the collection or disposition of any of the Collateral. Each Grantor
acknowledges that the purpose of this Section 7(c) is to provide
non-exhaustive indications of what actions or omissions by SCIL Agent would not
be commercially unreasonable in SCIL Agent’s exercise of remedies against the
Collateral and that other actions or omissions by SCIL Agent shall not be deemed
commercially unreasonable solely on account of not being indicated in this Section 7(c).
Without limitation upon the foregoing, nothing contained in this Section 7(c) shall
be construed to grant any rights to any Grantor or to impose any duties on SCIL
Agent that would not have been granted or imposed by this Security Agreement or
by applicable law in the absence of this Section 7(c).


 


d.             Neither SCIL Agent
nor the SCIL Lenders shall be required to make any demand upon, or pursue or
exhaust any of their rights or remedies against, any Grantor, any other
obligor, guarantor, pledgor or any other Person with respect to the payment of
the Obligations or to pursue or exhaust any of their rights or remedies with
respect to any Collateral therefor or any direct or indirect guarantee thereof.
Neither SCIL Agent nor the SCIL Lenders shall be required to marshal the
Collateral or any guarantee of the Obligations or to resort to the Collateral
or any such guarantee in any particular order, and all of its and their rights
hereunder or under any other Loan Document shall be cumulative. To the extent
it may lawfully do so, each Grantor absolutely and irrevocably waives and
relinquishes the benefit and advantage of, and covenants not to assert against
SCIL Agent or any SCIL Lender, any valuation, stay, appraisement, extension,
redemption or similar laws and any and all rights or defenses it may


 


11





















 


have as a surety now or
hereafter existing which, but for this provision, might be applicable to the
sale of any Collateral made under the judgment, order or decree of any court,
or privately under the power of sale conferred by this Security Agreement, or
otherwise.


 


8.             Grant of License
to Use Intellectual Property Collateral.  For the purpose of enabling SCIL Agent to
exercise rights and remedies under Section 7 hereof (including,
without limiting the terms of Section 7 hereof, in order to take
possession of, hold, preserve, process, assemble, prepare for sale, market for
sale, sell or otherwise dispose of Collateral) at such time and for so long as
SCIL Agent shall be lawfully entitled to exercise such rights and remedies, each
Grantor hereby grants to SCIL Agent, for the benefit of SCIL Agent and SCIL
Lenders, a nonexclusive license (exercisable without payment of royalty or
other compensation to such Grantor) to use, license or sublicense any
intellectual property now owned or hereafter acquired by such Grantor, and
wherever the same may be located, and including in such license access to all
media in which any of the licensed items may be recorded or stored and to all
computer software and programs used for the compilation or printout thereof.


 


9.             Limitation on SCIL
Agent’s and SCIL Lenders’ Duty in Respect of Collateral.  SCIL Agent and each SCIL Lender shall use
reasonable care with respect to the Collateral in its possession or under its
control. Neither SCIL Agent nor any SCIL Lender shall have any other duty as to
any Collateral in its possession or control or in the possession or control of
any SCIL Agent or nominee of SCIL Agent or such SCIL Lender, or any income
thereon or as to the preservation of rights against prior parties or any other
rights pertaining thereto.


 


10.           Reinstatement.  This Security Agreement shall remain in full
force and effect and continue to be effective should any petition be filed by
or against any Grantor for liquidation or reorganization, should any Grantor
become insolvent or make an assignment for the benefit of any Creditor or
Creditors or should a receiver or trustee be appointed for all or any
significant part of any Grantor’s assets, and shall continue to be effective or
be reinstated, as the case may be, if at any time payment and performance of
the Obligations, or any part thereof, is, pursuant to applicable law, rescinded
or reduced in amount, or must otherwise be restored or returned by any obligee
of the Obligations, whether as a “voidable preference,” “fraudulent conveyance,”
or otherwise, all as though such payment or performance had not been made. In
the event that any payment, or any part thereof, is rescinded, reduced,
restored or returned, the Obligations shall be reinstated and deemed reduced
only by such amount paid and not so rescinded, reduced, restored or returned.


 


11.           Notices.  Except as otherwise provided herein, whenever
it is provided herein that any notice, demand, request, consent, approval,
declaration or other communication shall or may be given to or served upon any
of the parties by any other party, or whenever any of the parties desires to
give and serve upon any other party any communication with respect to this
Security Agreement, each such notice, demand, request, consent, approval,
declaration or other communication shall be in writing and shall be given in
the manner, and deemed received, as provided for in the Credit Agreement.


 


12.           Severability.  Whenever possible, each provision of this
Security Agreement shall be interpreted in a manner as to be effective and
valid under applicable law, but if any provision of this Security Agreement
shall be prohibited by or invalid under applicable law, such provision


 


12





















 


shall be ineffective to
the extent of such prohibition or invalidity without invalidating the remainder
of such provision or the remaining provisions of this Security Agreement. This
Security Agreement is to be read, construed and applied together with the
Credit Agreement and the other Loan Documents which, taken together, set forth
the complete understanding and agreement of SCIL Agent, SCIL Lenders and
Grantors with respect to the matters referred to herein and therein.


 


13.           No Waiver;
Cumulative Remedies.  Neither SCIL
Agent nor any SCIL Lender shall by any act, delay, omission or otherwise be
deemed to have waived any of its rights or remedies hereunder, and no waiver
shall be valid unless in writing, signed by SCIL Agent and then only to the
extent therein set forth. A waiver by SCIL Agent of any right or remedy hereunder
on any one occasion shall not be construed as a bar to any right or remedy
which SCIL Agent would otherwise have had on any future occasion. No failure to
exercise nor any delay in exercising on the part of SCIL Agent or any SCIL
Lender, any right, power or privilege hereunder, shall operate as a waiver thereof,
nor shall any single or partial exercise of any right, power or privilege
hereunder preclude any other or future exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies hereunder provided are
cumulative and may be exercised singly or concurrently, and are not exclusive
of any rights and remedies provided by law. None of the terms or provisions of
this security agreement may be waived, altered, modified or amended except by
an instrument in writing, duly executed by SCIL Agent and Grantors.


 


14.           Limitation by Law.
 All rights, remedies and powers provided
in this Security Agreement may be exercised only to the extent that the
exercise thereof does not violate any applicable provision of law, and all the
provisions of this Security Agreement are intended to be subject to all
applicable mandatory provisions of law that may be controlling and to be
limited to the extent necessary so that they shall not render this Security
Agreement invalid, unenforceable, in whole or in part, or not entitled to be
recorded, registered or filed under the provisions of any applicable law.


 


15.           Termination of this
Security Agreement.  Subject to Section 10
hereof, this Security Agreement shall terminate upon the Termination Date.


 


16.           Successors and
Assigns.  This Security Agreement and
all Obligations of Grantors hereunder shall be binding upon the successors and
assigns of each Grantor (including any debtor-in-possession on behalf of such
Grantor) and shall, together with the rights and remedies of SCIL Agent, for
the benefit of SCIL Agent and SCIL Lenders, hereunder, inure to the benefit of
SCIL Agent and SCIL Lenders, all future holders of any instrument evidencing
any of the Obligations and their respective successors and assigns. No sales of
participations, other sales, assignments, transfers or other dispositions of
any agreement governing or instrument evidencing the Obligations or any portion
thereof or interest therein shall in any manner impair the Lien granted to SCIL
Agent, for the benefit of SCIL Agent and SCIL Lenders, hereunder. No Grantor may
assign, sell, hypothecate or otherwise transfer any interest in or Obligation
under this Security Agreement.


 


17.           Counterparts.  This Security Agreement may be authenticated
in any number of separate counterparts, each of which shall collectively and
separately constitute one agreement.


 


13





















 


This Security Agreement
may be authenticated by manual signature, facsimile or, if approved in writing
by SCIL Agent, electronic means, all of which shall be equally valid.


 


18.           GOVERNING LAW.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY
OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, THIS SECURITY AGREEMENT AND THE OBLIGATIONS ARISING
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
THAT STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH
GRANTOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN
NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION
TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN GRANTORS, SCIL AGENT AND SCIL
LENDERS PERTAINING TO THIS SECURITY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS
OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS, PROVIDED. THAT SCIL AGENT, SCIL LENDERS AND
GRANTORS ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY, AND, PROVIDED, FURTHER,
NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE SCIL AGENT
FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SCIL AGENT. EACH GRANTOR
EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR
SUIT COMMENCED IN ANY SUCH COURT, AND EACH GRANTOR HEREBY WAIVES ANY OBJECTION WHICH
IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
NON  CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL
OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH GRANTOR HEREBY
WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN
ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND
OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO
SUCH GRANTOR AT THE ADDRESS SET FORTH ON ANNEX I TO THE CREDIT AGREEMENT
AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ACTUAL
RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
POSTAGE PREPAID.


 


19.           Waiver of Jury Trial.
 Because disputes arising in connection
with complex financial transactions are most quickly and economically resolved
by an experienced and expert person and the parties wish applicable state and
federal laws to apply (rather than arbitration rules), the parties desire that
disputes arising hereunder or relating hereto be resolved by a judge applying
such applicable laws. Therefore, to achieve the best combination of the
benefits of the judicial system and of arbitration, the parties hereto waive
all right to trial by jury in any action, suit or proceeding brought to resolve
any dispute, whether sounding in contract, tort, or otherwise, among SCIL
Agent, SCIL Lenders, and Grantors arising out of, connected with,


 


14





















 


related to, or incidental
to the relationship established in connection with, this Security Agreement or
any of the other loan documents or the transactions related hereto or thereto.


 


20.           Section Titles.
 The Section titles contained in
this Security Agreement are and shall be without substantive meaning or content
of any kind whatsoever and are not a part of the Agreement between the parties
hereto.


 


21.           No Strict
Construction.  The parties hereto
have participated jointly in the negotiation and drafting of this Security
Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Security Agreement shall be construed as if drafted jointly by the
parties hereto and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any provisions of this
Security Agreement.


 


22.           Advice of Counsel.
 Each of the parties represents to each
other party hereto that it has discussed this Security Agreement and,
specifically, the provisions of Section 18 and Section 19,
with its counsel.


 


23.           Benefit of SCIL
Lenders.  All Liens granted or
contemplated hereby shall be for the benefit of SCIL Agent, individually, and
SCIL Lenders, and all proceeds or payments realized from Collateral in
accordance herewith shall be applied to the Obligations in accordance with the
terms of the Credit Agreement.


 


24.           Subordination.  Notwithstanding anything herein to the
contrary, the security interest in favor of SCIL Agent granted hereunder and
the rights of SCIL Agent in respect thereof shall be subordinate in all
respects to the Senior Lien to the extent provided in the Intercreditor
Agreement.


 


25.           Performance by
Grantors.  Notwithstanding anything
herein to the contrary, no Grantor shall be required to comply with any
covenant or perform any act under this Agreement to the extent that compliance
with such covenant or performance of such act would conflict with the terms of
any agreement of such Grantor in favor of Senior Agent until such time as the “Termination
Date” under and as defined in the Senior Credit Agreement has occurred.


 


15





















 


IN WITNESS
WHEREOF, each of the parties hereto has caused this Security Agreement to be
executed and delivered by its duly authorized officer as of the date first set
forth above.


 


	
   

  	
  GENERAL
  ELECTRIC CAPITAL

  CORPORATION, as SCIL Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Duly Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
  ROLLER
  BEARING COMPANY OF AMERICA,

  
	
   

  	
  INC., as
  Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
   DANIEL A.
  BERGERUN

  	
   

  
	
   

  	
  Title:

  	
      VP &
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
  INDUSTRIAL
  TECTONICS BEARINGS

  CORPORATION, as Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
   DANIEL A.
  BERGERUN

  	
   

  
	
   

  	
  Title:

  	
      VP &
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
  RBC
  NICE BEARINGS INC., as Grantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
   DANIEL A.
  BERGERUN

  	
   

  
	
   

  	
  Title:

  	
      VP &
  CFO

  	
   

  
							



 


[Signature page to
SCIL Security Agreement]


 





















 


IN WITNESS
WHEREOF, each of the parties hereto has caused this Security Agreement to be
executed and delivered by its duly authorized officer as of the date first set
forth above.


 


	
   

  	
  GENERAL
  ELECTRIC CAPITAL

  CORPORATION, as SCIL Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Duly Authorized
  Signatory

  
	
   

  	
   

  
					



 


	
   

  	
  ROLLER
  BEARING COMPANY OF AMERICA,

  
	
   

  	
  INC., as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel
  A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
  DANIEL
  A. BERGERUN

  	
   

  
	
   

  	
  Title:

  	
  VP &
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
  INDUSTRIAL
  TECTONICS BEARINGS

  CORPORATION, as Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
  DANIEL
  A. BERGERUN

  	
   

  
	
   

  	
  Title:

  	
  VP &
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
  RBC
  NICE BEARINGS INC., as Grantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
  DANIEL
  A. BERGERUN

  	
   

  
	
   

  	
  Title:

  	
  VP &
  CFO

  	
   

  
						



 





















 


	
   

  	
  BREMEN
  BEARINGS, INC., as Grantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
  DANIEL
  A. BERGERUN

  	
   

  
	
   

  	
  Title:

  	
  VP &
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
  TYSON
  BEARING COMPANY, INC., as Grantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
  DANIEL
  A. BERGERUN

  	
   

  
	
   

  	
  Title:

  	
  VP &
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RBC
  LINEAR PRECISION PRODUCTS, INC., as
Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
  DANIEL
  A. BERGERUN

  	
   

  
	
   

  	
  Title:

  	
  VP &
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
  MILLER
  BEARING COMPANY, INC., as Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
  DANIEL
  A. BERGERUN

  	
   

  
	
   

  	
  Title:

  	
  VP &
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
  RBC
  OKLAHOMA, INC., as Grantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
  DANIEL
  A. BERGERUN

  	
   

  
	
   

  	
  Title:

  	
  VP &
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
  RBC
  AIRCRAFT PRODUCTS, INC., as Grantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
  DANIEL
  A. BERGERUN

  	
   

  
	
   

  	
  Title:

  	
  VP &
  CFO