Exhibit 10.32


 


MASTER REAFFIRMATION

AND AMENDMENT TO LOAN DOCUMENTS


 


THIS
MASTER REAFFIRMATION AND AMENDMENT TO LOAN DOCUMENTS (this “Master Reaffirmation”) is
made as of June 29, 2004, among Roller Bearing Company of America, Inc., a
Delaware corporation (“Borrower”), Industrial Tectonics Corporation, a Delaware
corporation (“Industrial Tectonics”), RBC
Nice Bearings Inc., a Delaware corporation (“RBC Nice”), Bremen Bearings, Inc., a Delaware corporation (“Bremen”), Tyson Bearing Company, Inc., a
Delaware corporation (“Tyson”), RBC
Linear Precision Products, Inc., a Delaware corporation (“RBC Linear”), Miller Bearing Company, Inc., a
Delaware corporation (“Miller Bearing”), RBC Aircraft Products, Inc., a
Delaware corporation (“Aircraft Products”), and RBC Oklahoma, Inc., a Delaware
corporation (“RBC Oklahoma”; and together with Industrial Tectonics,
RBC Nice, Bremen, Tyson, RBC Linear, Miller Bearing, and Aircraft Products,
each a “Domestic Subsidiary” and
collectively the “Domestic Subsidiaries”) (Borrower
and the Domestic Subsidiaries are herein sometimes referred to individually as
a “Credit Party” and collectively
as the “Credit Parties”) and GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, individually and in its capacity as Agent
for Lenders (“Agent”). Unless otherwise defined
herein, capitalized terms used herein shall have the meanings ascribed to them
in the Credit Agreement (as defined below).


 


W I T N E S S E T H:


 


WHEREAS,
Borrower, the Domestic Subsidiaries, Agent and Lenders have entered into that
certain Fourth Amended and Restated Credit Agreement (as further amended,
modified, restated or otherwise supplemented from time to time, the “Credit Agreement”) of even date
herewith, which Credit Agreement amends and restates in its entirety that
certain Third Amended and Restated Credit Agreement, dated as of December 19,
2003, which, in turn, amended and restated that certain Second Amended and
Restated Credit Agreement, dated as of December 8, 2003, which, in turn,
amended and restated that certain Amended and Restated Credit Agreement, dated
as of June 19, 2003, which, in turn, amended and restated that certain Credit
Agreement, dated as of May 30, 2002 (collectively, the “Existing Credit Agreement”);


 


WHEREAS,
the Credit Parties have previously executed and delivered to Agent, for the
benefit of itself and Lenders, various promissory notes, security documents,
guaranties and the other credit support documents, including, without
limitation, those documents described on Exhibit A hereto (collectively,
the “Existing Credit Support Documents”) in connection with the Existing
Credit Agreement;


 


WHEREAS,
each Credit Party will derive both direct and indirect benefits from the loans
and other financial accommodations made pursuant to the Credit Agreement; and


 


WHEREAS,
it is a condition precedent to making the loans, advances and other financial
accommodations of Agent and Lenders under the Credit Agreement that the Credit
Parties enter into this Master Reaffirmation to acknowledge and agree that the
Existing Credit Support Documents, and the liens, security interests and
guarantees granted and issued thereunder, secure and guarantee the Obligations
under the Credit Agreement;


 





















 


NOW,
THEREFORE, in consideration of the premises set forth herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each of the undersigned agrees as follows:


 


1.             Amendments to Loan Documents.    The Credit Parties hereby agree that the Obligations
now or hereafter existing under the Credit Agreement are evidenced, secured and
guaranteed, as applicable, by the Existing Credit Support Documents.  All references in the Existing Credit Support
Documents to “Obligations” under the Existing Credit Agreement shall be deemed
to refer to the “Obligations” pursuant to and as defined in the Credit
Agreement.  All references in the
Existing Credit Support Documents to the “Credit Agreement” shall be deemed to
refer to the Credit Agreement.  Cross
references in the Existing Credit Support Documents to particular section
references in the Existing Credit Agreement shall be deemed to be cross references
to the corresponding sections, as applicable, of the Credit Agreement.


 


2.             Reaffirmation.     In connection with the execution and
delivery of the Credit Agreement, each Credit Party, as debtor, grantor,
mortgagor, pledgor, guarantor, assignor, or in other similar capacities in
which such Credit Party grants liens or security interests in its properties or
otherwise acts as accommodation party, guarantor or indemnitor, as the case may
be, in any case under the Existing Credit Support Documents, ratifies and
reaffirms all of its payment and performance obligations and obligations to
indemnify, contingent or otherwise, under each of such Existing Credit Support
Documents to which it is a party, and each Credit Party hereby ratifies and reaffirms
such Credit Party’s grant of liens on or security interests in its properties
pursuant to such Existing Credit Support Documents to which it is a party as
security for the “Obligations” under or with respect to the Existing Credit
Agreement, and confirms and agrees that such liens and security interests
hereafter secure all of the Obligations, including, without limitation, all
additional Obligations resulting from the Credit Agreement, in each case as if
each reference in such Existing Credit Support Documents to the obligations
secured thereby are construed to hereafter mean and refer to such Obligations
under the Credit Agreement.  Each of the
Domestic Subsidiaries hereby consents to the terms and conditions of the Credit
Agreement and reaffirms its guaranty of all of the Obligations under or with
respect to the Credit Agreement (including, without limitation, all additional
Obligations resulting from the Credit Agreement).  Each of the Credit Parties acknowledges
receipt of a copy of the Credit Agreement and acknowledges that each of the Existing
Credit Support Documents remains in full force and effect and is hereby
ratified and confirmed.  The execution of
this Master Reaffirmation shall not operate as a waiver of any right, power or
remedy of Agent or any Lender, nor constitute a waiver of any provision of any
of the Existing Credit Support Documents nor constitute a novation of any of
the Obligations under the Credit Agreement or Existing Credit Support
Documents.


 


3.             Successors and Assigns. This Master Reaffirmation shall be binding
upon each of the Credit Parties and upon their respective successors and
assigns and shall inure to the benefit of Agent and the Lenders and their
respective successors and assigns; all references herein to Borrower shall be
deemed to include its successors and assigns and all references herein to any
of the Domestic Subsidiaries shall be deemed to include such Domestic
Subsidiary’s successors and assigns.  The
successors and assigns of Credit Parties shall include, without limitation, their
irrespective receivers, trustees, or debtors-in- possession.


 


2





















 


4.             Further Assurances.   Each
Credit Party hereby agrees from time to time, as and when requested by Agent or
any Lender to execute and deliver or cause to be executed and delivered, all
such documents, instruments and agreements and to take or cause to be taken such
further or other action as Agent or such Lender may reasonably deem necessary
or desirable in order to carry out the intent and purposes of this Master
Reaffirmation and the other Loan Documents.


 


5.             Definitions.   All references to the
singular shall be deemed to include the plural and vice versa where the context
so requires.


 


6.             Loan Document.   This
Master Reaffirmation shall be deemed to be a “Loan Document” for all purposes
under the Credit Agreement.


 


7.             Governing Law.   THIS
AGREEMENT SHALL BE GOVERNED BY AND SHALL BE 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.


 


8.             Severability.   Wherever possible, each provision of this
Master Reaffirmation shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Master Reaffirmation
shall be prohibited by or invalid under such law, such provision shall be ineffective
to the extent of such prohibition or invalidity without invalidating the
remainder of such provision or the remaining provisions of this Master
Reaffirmation.


 


9.             Merger.   This Master Reaffirmation represents the final
agreement of each of the Credit Parties with respect to the matters contained
herein and may not be contradicted by evidence of prior or contemporaneous
agreements, or prior or subsequent oral agreements, among any of the Credit
Parties, Agent or the Lenders.


 


10.           Execution in Counterparts.   This
Master Reaffirmation may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.


 


11.           Section Headings.   The section headings herein are for
convenience of reference only, and shall not affect in any way the
interpretation of any of the provisions hereof.


 


Balance of Page Intentionally Left Blank


- Signature Page Follows -


 


3





















 


IN
WITNESS WHEREOF, the parties have executed this Master Reaffirmation as of the
date first written above.


 


 


	
   

  	
  ROLLER BEARING COMPANY OF AMERICA,

  INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
  DANIEL A. BERGERUN

  	
   

  
	
   

  	
  Title:

  	
  VP & CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION, as Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
  DANIEL A. BERGERUN

  	
   

  
	
   

  	
  Title:

  	
  VP & CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDUSTRIAL TECTONICS
  BEARINGS

  CORPORATION, a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
  DANIEL A. BERGERUN

  	
   

  
	
   

  	
  Title:

  	
  VP & CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RBC NICE BEARINGS, INC.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
  DANIEL A. BERGERUN

  	
   

  
	
   

  	
  Title:

  	
  VP & CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BREMEN BEARINGS, INC.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
  DANIEL A. BERGERUN

  	
   

  
	
   

  	
  Title:

  	
  VP & CFO

  	
   

  
														



 


 


[Signature
Page to Master Reaffirmation and Amendment to Loan Documents]


 





















 


IN
WITNESS WHEREOF, the parties have executed this Master Reaffirmation as of the
date first written above.


 


 


	
   

  	
  ROLLER BEARING COMPANY OF AMERICA,

  INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION, as Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Scott J. Lorimer

  	
   

  
	
   

  	
  Name:

  	
  Scott J. Lorimer

  	
   

  
	
   

  	
  Title:

  	
     Duly Authorized Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDUSTRIAL TECTONICS
  BEARINGS

  CORPORATION, a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RBC NICE BEARINGS, INC.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BREMEN BEARINGS, INC.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
																



 


 


[Signature Page to Master Reaffirmation and Amendment to Loan
Documents]


 





















 


	
   

  	
  TYSON BEARING COMPANY, INC.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
  DANIEL A. BERGERUN

  	
   

  
	
   

  	
  Title:

  	
  VP & CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RBC LINEAR PRECISION PRODUCTS, INC.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
  DANIEL A. BERGERUN

  	
   

  
	
   

  	
  Title:

  	
  VP & CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MILLER BEARING COMPANY, INC.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
  DANIEL A. BERGERUN

  	
   

  
	
   

  	
  Title:

  	
  VP & CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RBC OKLAHOMA, INC.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
  DANIEL A. BERGERUN

  	
   

  
	
   

  	
  Title:

  	
  VP & CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RBC AIRCRAFT PRODUCTS,
  INC.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Daniel A. Bergerun

  	
   

  
	
   

  	
  Name:

  	
  DANIEL A. BERGERUN

  	
   

  
	
   

  	
  Title:

  	
  VP & CFO

  	
   

  
														



 


 


[Signature Page to Master Reaffirmation and Amendment to Loan
Documents]


 





















 


EXHIBIT A


 


EXISTING CREDIT SUPPORT DOCUMENTS


 


1.             Security Agreement, dated as of May 30, 2002,
by and among Borrower and each of the Domestic Subsidiaries as Grantors and
Agent.


 


2.             Guaranty, dated as of May 30, 2002, by and
among each of the Domestic Subsidiaries, as Guarantors, and Agent.


 


3.             Trademark Security Agreement, dated as May
30, 2002, by Borrower in favor of Agent.


 


4.             Patent Security Agreement, dated as of May
30, 2002, by Borrower in favor of Agent.


 


5.             Trademark Security Agreement, dated as of May
30, 2002, by Tyson in favor of Agent.


 


6.             Trademark Security Agreement, dated as of May
30, 2002 by RBC Oklahoma in favor of Agent.


 


7.             Trademark Security Agreement, dated as of May
30, 2002, by Industrial Tectonics in favor of Agent.


 


8.             Trademark Security Agreement, dated as of May
30, 2002, by Miller Bearing in favor of Agent.


 


9.             Patent Security Agreement, dated as of May
30, 2002, by RBC Oklahoma in favor of Agent.


 


10.           Trademark Security Agreement, dated as of December 19, 2003, by
Aircraft Products in favor of Agent.


 


11.           Patent Security Agreement, dated as of December 19, 2003, by Aircraft
Products in favor of Agent.


 


12.           Pledge Agreement, dated as of May 30, 2002, by and between Borrower, as
Pledgor, and Agent.


 


13.           Pledge Agreement, dated as of June 19, 2003, by and between Borrower,
as Pledgor, and Agent (regarding Schaublin Holding stock).


 


14.           Environmental Indemnity Agreement, dated as of May 30, 2002, by each of
the Credit Parties, for the benefit of Agent.


 


15.           Mortgage, Security Agreement, Assignment of Leases and Rents, Financing
Statement and Fixture Filing, dated as of May 30, 2002, by Borrower, as
Mortgagor, to Agent, as Mortgagee, relating to property in Darlington County,
South Carolina.


 


Schedule A


1





















 


16.           Open-End Mortgage Deed, Security Agreement, Assignment of Leases and
Rents, Financing Statement and Fixture Filing, dated as of May 30, 2002, by
Borrower, as Mortgagor, to Agent, as Mortgagee, relating to property in
Fairfield County, Connecticut.


 


17.           Deed of Trust, Security Agreement, Assignment of Leases and Rents,
Financing Statement and Fixture Filing, dated as of May 30, 2002, by Borrower,
as Trustor, to Chicago Title Company, as the Trustee, for the benefit of Agent,
relating to property in Orange County, California.


 


18.           Mortgage, Security Agreement, Assignment of Leases and Rents, Financing
Statement and Fixture Filing, dated as of May 30, 2002, by Borrower, as
Mortgagor, to Agent, as Mortgagee, relating to property in Colleton Country,
South Carolina.


 


19.           Deed of Trust, Security Agreement, Assignment of Leases and Rents,
Financing Statement and Fixture Filing, dated as of May 30, 2002, by Industrial
Tectonics, as Trustor, to Chicago Title Company, as the Trustee, for the
benefit of Agent, relating to the property in Los Angeles County, California.


 


20.           Mortgage, Security Agreement, Assignment of Leases and Rents, Financing
Statement and Fixture Filing, dated as of May 30, 2002, by RBC Nice, as
Mortgagor, to Agent, as Mortgagee, relating to property in Montgomery County,
Pennsylvania.


 


21.           Mortgage, Security Agreement, Assignment of Leases and Rents, Financing
Statement and Fixture Filing, dated as of May 30, 2002, by Miller Bearing, as
Mortgagor, to Agent, as Mortgagee, relating to property in Marshall County,
Indiana.


 


22.           Assignment of Representations, Warranties, Covenants and Indemnities,
dated as of December 19, 2003, by Borrower and Aircraft Products in favor of
Agent.


 


2