Exhibit
10.13


 


	
  $ 500,000

  	
   

  	
  New York, New
  York

  
	
   

  	
   

  	
  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.


 


3

















 


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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