EXECUTION
COPY

     

    SECURITY
AGREEMENT

     

    This SECURITY AGREEMENT (this
“Agreement”)
dated as of November 30, 2010, among ROLLER BEARING COMPANY OF AMERICA, INC., a
Delaware corporation (the “Borrower”), RBC
BEARINGS INCORPORATED, a Delaware corporation (“Holdings”),  each
of the Subsidiaries of Holdings identified under the caption “SUBSIDIARY
GUARANTORS” on the signature pages hereto and each other such Subsidiary that
may hereafter become a Subsidiary Guarantor party hereto pursuant to Section 6.11
(individually, a “Subsidiary Guarantor”
and, collectively, the “Subsidiary
Guarantors” and, together with the Borrower and Holdings, the “Obligors”) and
JPMORGAN CHASE BANK, N.A. (“JPMCB”), in its
capacity as Administrative Agent for the benefit of the Secured Creditors (all
capitalized terms used without being defined in this preamble and in the
recitals below shall have the meanings provided for in Section
1).

     

    RECITALS

     

    WHEREAS,
the Borrower, the lenders party thereto (the “Lenders”), JPMCB, as
LC Issuer and JPMCB, as administrative agent (together with its successors and
assigns, the “Administrative
Agent”), are parties to a Credit Agreement, dated as of November 30, 2010
(as the same may be amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”),
pursuant to which the Lenders and the LC Issuer have agreed to make available
certain financial accommodations (by means of making loans and issuing letters
of credit) to or for account of the Borrower and/or the other Obligors, as
applicable;

     

    WHEREAS,
Holdings is a party to the Parent Guaranty, dated as of November 30, 2010 (as
the same may be amended, restated, supplemented or otherwise modified from time
to time, the “Parent
Guaranty”), pursuant to which Holdings has guaranteed the obligations of
the Borrower under the Credit Agreement;

     

    WHEREAS,
the Subsidiary Guarantors are parties to a Subsidiary Guaranty, dated as of
November 30, 2010 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Subsidiary
Guaranty”), pursuant to which the Subsidiary Guarantors have jointly and
severally guaranteed the obligations of the Borrower under the Credit
Agreement;

     

    WHEREAS,
the execution and delivery of this Agreement by the Obligors is a condition
precedent to the Lenders’ and the LC Issuer’s obligation to make such financial
accommodations available to the Borrower and/or the other Obligors;

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as
follows:

     

    
      	
              Section
1

            	
              Definitions.

            


    

     

    (a)           Unless
otherwise indicated, terms defined in the Credit Agreement are used herein as
defined therein.

     

    (b)           The
terms “Accounts”, “Chattel Paper”,
“Commercial Tort
Claim”, “Commodity Account”,
“Deposit
Account”, “Document”, “Electronic Chattel
Paper”, “Equipment”, “Fixture”, “General Intangible”,
“Goods”, “Instrument”, “Inventory”, “Investment Property”,
“Letter-of-Credit
Right”, “Payment Intangible”,
“Proceeds”,
“Software” and
“Supporting
Obligation” have the respective meanings ascribed thereto in Article 9 of
the Uniform Commercial Code.  The terms “Financial Assets”,
“Securities
Account” and “Security Entitlement”
shall have the meaning ascribed thereto in Article 8 of the Uniform Commercial
Code.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           In
addition, as used herein:

     

    “Collateral” has the
meaning assigned to such term in Section
3.

     

    “Control Agreement”
means tri-party deposit account, securities account or commodities account
control agreements by and among the applicable Credit Party, the Administrative
Agent and the depository, securities intermediary or commodities intermediary,
and each in form and substance reasonably satisfactory in all respects to the
Administrative Agent and in any event giving to the Administrative Agent
“control” of such deposit account, securities or commodities account within the
meaning of Articles 8 and 9 of the UCC.

     

    “Copyright Collateral”
means all Copyrights, whether now owned or hereafter acquired by any Obligor,
including each Copyright identified in Schedule
4.

     

    “Copyrights” means all
copyrights, copyright registrations and applications for copyright
registrations, including, without limitation, all renewals and extensions
thereof, and the right to recover for all past, present and future infringements
thereof.

     

    “Intellectual
Property” means, collectively, all Copyright Collateral, all Patent
Collateral and all Trademark Collateral, together with the following, whether
now owned or hereafter acquired by any Obligor: (a) all trade secrets; and (b)
all causes of action, claims and warranties now or hereafter owned or acquired
by any Obligor in respect of any of the items listed above.

     

    “Intellectual Property
Licenses” means all licenses granted to any Obligor with respect to all
Copyrights, Patents and Trademarks, and all trade secrets.

     

    “Issuers” means,
collectively, the respective corporations, partnerships or other entities
identified next to the names of the Obligors on Schedule 3 under the
caption “Issuer”, and each other Subsidiary of the Borrower formed or acquired
after the date hereof and required by the Credit Agreement to be added as an
“Issuer” under this Agreement (but excluding any Foreign Subsidiary to the
extent covered by a separate Foreign Subsidiary Pledge Agreement).

     

    “Motor Vehicles” means
motor vehicles, tractors, trailers and other like property, whether or not the
title thereto is governed by a certificate of title or ownership.

     

    “Patent Collateral”
means all Patents, whether now owned or hereafter acquired by any Obligor,
including each Patent identified in Schedule
5.

     

    “Patents” means all
patents and patent applications, including, without limitation, the inventions
and improvements described and claimed therein together with the reissues,
divisions, continuations, extensions and continuations in part thereof, all
income, royalties, damages and payments now or hereafter due and/or payable
under and with respect thereto, including, without limitation, damages and
payments for past, present or future infringements thereof, the right to sue for
past, present and future infringements thereof, and all rights corresponding
thereto throughout the world.

     

    “Pledged Debt” has the
meaning assigned to such term in Section
3(n).

     

    “Pledged Stock” has
the meaning assigned to such term in Section
3(m).

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Secured Obligations”
means (a) with respect to the Borrower, the Obligations, and (b) with respect to
each Subsidiary Guarantor, the “Guaranteed Obligations” (as defined in the
Subsidiary Guaranty), (c) with respect to Holdings, the “Guaranteed Obligations”
(as defined in the Parent Guaranty), (d) all primary obligations of the Borrower
or any Subsidiary thereof in respect of all Designated Hedge Agreements and
Banking Services Agreements and (e) all other present and future obligations of
the Obligors to the Administrative Agent hereunder and under the other Loan
Documents.

     

    “Secured Creditors”
means the Lenders, the LC Issuer, the Administrative Agent and any other holder
of Secured Obligations.

     

    “Stock Collateral” has
the meaning assigned to such term in Section
3(m)(ii).

     

    “Trademark Collateral”
means all Trademarks, whether now owned or hereafter acquired by any Obligor,
including each Trademark identified in Schedule 6.
Notwithstanding the foregoing, the Trademark Collateral does not and shall not
include any Trademark that would be rendered invalid, abandoned, void or
unenforceable, or would be cancelled, by reason of its being included as part of
the Trademark Collateral or the grant of a security interest in or Lien on such
Trademark Collateral.

     

    “Trademarks” means all
trade names, trademarks and service marks, logos, trademark and service mark
registrations, and applications for trademark and service mark registrations,
including, without limitation, all renewals of trademark and service mark
registrations, all rights corresponding thereto throughout the world, the right
to recover for all past, present and future infringements thereof, together, in
each case, with the goodwill of the business connected with the use of, and
symbolized by, each such trade name, trademark and service mark.

     

    “Uniform Commercial
Code” means the Uniform Commercial Code as in effect from time to time in
the State of New York.

     

    
      	
              Section
2

            	
              Representations
      and Warranties.

            


    

     

    Each
Obligor represents and warrants to the Secured Creditors and the Administrative
Agent as follows:

     

    (a)           Title and
Priority.  Title and
Priority.  Such Obligor is the sole beneficial owner of, has a
valid Leasehold in, has the right to use under an Intellectual Property License,
or otherwise has the right to use all Collateral pursuant to which it purports
to grant a security interest pursuant to Section 3, except
where the failure to own, possess a license or Leasehold with respect to, or
otherwise have the right to use such Collateral would not reasonably be expected
to have a Material Adverse Effect, and no Lien exists or will exist upon such
Collateral at any time, except for Permitted Liens.  The security
interest created pursuant hereto constitutes a valid security interest in the
Collateral in which such Obligor purports to grant a security interest pursuant
to Section 3,
subject to no equal or prior Lien except for the Permitted Liens.

     

    (b)           Names,
Etc.  The full and correct legal name, type of organization,
jurisdiction of organization, organizational identification number (if
applicable) and mailing address of each Obligor as of the date hereof are
correctly set forth in Schedule
1.  Each Obligor has only one jurisdiction of
organization.  No Obligor does business and no Obligor has done
business during the past 5 years under any former legal name, trade name or
fictitious business name except as disclosed on Schedule 1 attached
hereto.

     

    (c)           Locations.  Schedule 2 correctly
specifies (i) each place of business of each Obligor and, if such Obligor has
more than one place of business, the location of the chief executive office of
such Obligor, and (ii) each location where Goods of the Obligors are located
(other than Motor Vehicles constituting Equipment and Goods in
transit).  Except as disclosed on Schedule 2, none of
the Collateral  is in the possession of any bailee, warehousemen,
processor or consignee.  To the extent the value of the Collateral
located at any location listed on Schedule 2 is in
excess of $500,000, such location is properly identified on such Schedule.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (d)           Changes in
Circumstances.  Except as specified in Schedule 1, such
Obligor has not (i) within the period of four months prior to the date hereof,
changed its location (as defined in Section 9-307 of the Uniform Commercial
Code), (ii) heretofore changed its name, or (iii) heretofore become a “new
debtor” (as defined in Section 9-102(a)(56) of the Uniform Commercial Code) with
respect to a currently effective security agreement previously entered into by
any other Person.

     

    (e)           Pledged Stock; Pledged
Debt.  The Pledged Stock identified under the name of such
Obligor in Schedule
3 is, and all other Pledged Stock in which such Obligor shall hereafter
grant a security interest pursuant to Section 3 will be,
duly authorized, validly existing, fully paid and non assessable and none of
such Pledged Stock is or will be subject to any contractual restriction, or any
restriction under the charter, limited liability company agreement, operating
agreement, partnership agreement or by laws of the respective Issuer of such
Pledged Stock, upon the transfer of such Pledged Stock except as otherwise noted
on Schedule
3.  The Pledged Stock identified under the name of such Obligor
in Schedule 3
constitutes all of the issued and outstanding shares of capital stock of any
class of the Issuers beneficially owned by such Obligor on the date hereof
(whether or not registered in the name of such Obligor) and Schedule 3 correctly
identifies, as at the date hereof, the respective Issuers of such Pledged Stock,
the respective class and par value of the shares constituting such Pledged Stock
and the respective number of shares (and registered owners thereof) represented
by each such certificate.  The Pledged Debt issued by any Obligor and
pledged by such Obligor hereunder has been duly authorized, authenticated or
issued and delivered, is the legal, valid and binding obligation of such
Obligor, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law is evidenced by one or more promissory notes (which notes
have been delivered to the Administrative Agent).

     

    (f)      
     Intellectual
Property. Schedules 4, 5 and 6, respectively, set
forth under the name of such Obligor a complete and correct list of all U.S.
federal copyright registrations and applications, issued patents and patent
applications, and trademark registrations and applications among the Copyrights,
Patents and Trademarks owned by such Obligor on the date hereof.  To
such Obligor’s knowledge, all material registrations and issued patents listed
on Schedules 4,
5 and 6 are valid and in
full force and effect.  Each Obligor and each of its Subsidiaries has
obtained or, to such Obligor’s knowledge, has the right to use all material
Copyrights, Patents, and Trademarks and other Intellectual Property necessary
for the present conduct of its business, without any known material infringement
of the rights of others.

     

    (g)           Fair Labor Standards
Act.  Any Goods now or hereafter produced by such Obligor or
any of its Subsidiaries included in the Collateral have been and will be
produced in material compliance with the requirements of the Fair Labor
Standards Act, as amended.

     

    (h)           Depositary and Other
Accounts.  All Deposit Accounts, Securities Accounts,
Commodities Accounts and other accounts maintained by such Obligor are described
on Schedule 8
hereto, which description includes for each such account the name, address and
telephone number and telecopy numbers of the financial institution at which such
account is maintained, the account number and the account officer, if any, of
such account.  Such Obligor hereby authorizes the financial
institutions at which such Obligor maintains an account to provide the
Administrative Agent with such information with respect to such account as the
Administrative Agent from time to time reasonably may request, and each Obligor
hereby consents to such information being provided to the Administrative
Agent.

     

    
      
         


      

      
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    (i)     
      Commercial Tort
Claims.  Such Obligor does not own any Commercial Tort Claim
except for those disclosed on Schedule 9
hereto.

     

    
      	
              Section
3

            	
              Collateral.

            


    

     

    As
collateral security for the prompt payment in full when due (whether at stated
maturity, by acceleration or otherwise) of the Secured Obligations, whether now
existing or hereafter from time to time arising, each Obligor hereby grants to
the Administrative Agent, for the benefit of the Secured Creditors, a security
interest in all of such Obligor's right, title and interest in, to and under the
following property, whether now owned by such Obligor or hereafter acquired and
whether now existing or hereafter coming into existence (all of the property
described in this Section 3 being
collectively referred to herein as “Collateral”):

     

    (a)           all
Accounts;

     

    (b)           all
General Intangibles;

     

    (c)           all
Deposit Accounts;

     

    (d)           all
Instruments;

     

    (e)           all
Documents;

     

    (f)        
   all Chattel Paper (whether tangible or
electronic);

     

    (g)           all
Inventory;

     

    (h)           all
Equipment;

     

    (i)         
  all Fixtures;

     

    (j)        
   all Goods not covered by the preceding clauses of this Section
3;

     

    (k)           all
Letter-of-Credit Rights;

     

    (l)       
    all Commercial Tort Claims specified on Schedule
9;

     

    (m)          the
shares of common stock or other equity interests of the Issuers identified in
Schedule 3
under the name of such Obligor and all other shares of capital stock of whatever
class, or other equity interests, of the Issuers, now or hereafter owned by such
Obligor, in each case together with the certificates (if any) evidencing the
same; provided
that if any Issuer hereunder shall be a Foreign Subsidiary the shares of capital
stock of such Foreign Subsidiary deemed to be pledged hereunder shall be equal
to no more than 65%  of the stock or other equity interests in any
first tier Foreign Subsidiary, or none of the stock or other equity interests in
any other Foreign Subsidiary (collectively, the “Pledged Stock”),
together with;

     

    (i)           all
shares, securities, moneys or property representing a dividend on any of the
Pledged Stock, or representing a distribution or return of capital upon or in
respect of the Pledged Stock, or resulting from a split up,
revision,   reclassification or other like change of the Pledged
Stock or otherwise received in exchange therefor, and any subscription,
warrants, rights or options issued to the holders of, or otherwise in respect
of, the Pledged Stock; and

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (ii)          without
affecting the obligations of such Obligor under any provision prohibiting such
action hereunder or under the Credit Agreement, in the event of any
consolidation or merger in which an Issuer is not the surviving entity, all
shares of each class of the capital stock or other equity interests of the
successor corporation (unless such successor entity is such Obligor itself)
formed by or resulting from such consolidation or merger (the Pledged Stock,
together with all other certificates, shares, securities, properties or moneys
as may from time to time be pledged hereunder pursuant to this clause (ii) or
clause (i) above being herein collectively called the “Stock
Collateral”);

     

    (n)           all
Indebtedness from time to time owed to such Obligor (the “Pledged Debt”) and
the instruments, if any, evidencing such Indebtedness, and all interest, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such
Indebtedness

     

    (o)           all
Investment Property, Security Entitlements and Financial Assets not otherwise
covered by the preceding clauses of this Section
3;

     

    (p)           all
Intellectual Property and Intellectual Property Licenses;

     

    (q)           all
Supporting Obligations;

     

    (r)           all
Payment Intangibles, Software and all other General Intangibles whatsoever not
covered by the preceding clauses of this Section
3;

     

    (s)           all
other tangible and intangible personal property whatsoever of such Obligor;
and

     

    (t)           all
Proceeds, products, offspring, accessions, rents, profits, income, benefits,
substitutions and replacements of and to any of the Collateral and, to the
extent related to any Collateral, all books, correspondence, credit files,
records, invoices and other papers (including without limitation all tapes,
cards, computer runs and other papers and documents in the possession or under
the control of such Obligor or any computer bureau or service company from time
to time acting for such Obligor).

     

    Notwithstanding
the foregoing, and to the extent not overridden by Sections 9-406, 9-407, 9-408
and 9-409 of the Uniform Commercial Code, the Collateral shall not include (i)
contractual rights (other than rights relating to the proceeds of Accounts and
rights to payments of any nature) to the extent that the grant of a security
interest therein would violate the terms of the agreement under which such
contractual rights arise or exist; and (ii) rights under governmental licenses
and authorizations to the extent the grant of a security interest therein is
prohibited by law.

     

    Anything
herein to the contrary notwithstanding, (a) each Obligor shall remain liable
under the contracts and agreements included in such Obligor's Collateral to the
extent set forth therein to perform all of its duties and obligations thereunder
to the same extent as if this Agreement had not been executed, (b) the exercise
by the Administrative Agent of any of the rights hereunder shall not release any
Obligor from any of its duties or obligations under the contracts and agreements
included in the Collateral and (c) no Secured Creditor shall have any obligation
or liability under the contracts and agreements included in the Collateral by
reason of this Agreement or any other agreement, nor shall any Secured Creditor
be obligated to perform any of the obligations or duties of any Obligor
thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder

     

    
      
         


      

      
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              Section
4

            	
              Deposit
      Accounts; Investment Accounts and Other Cash Management
      Arrangements.

            


    

     

    In the
event any Obligor opens any Deposit Account or lockbox account (other than a
petty cash account or a payroll account) after the Closing Date, such Obligor
will promptly enter into a Control Agreement with respect to each such Deposit
Account or lock-box account.  Furthermore, within 90 days of the
Closing Date, each Obligor will enter into Control Agreements with respect to
each Deposit Account and lock-box account (other than petty cash accounts and
payroll accounts) then maintained by such Obligor.  Each such Control
Agreement shall be in form and substance reasonably satisfactory to the
Administrative Agent.

     

    Upon
request by the Administrative Agent during the existence of an Event of Default,
each Obligor will forthwith, upon receipt, transmit and deposit, in the form
received, all cash, checks, drafts and other instruments or writings for the
payment of money (properly endorsed, where required, so that such items may be
collected by the Administrative Agent) which may be received by such Obligor at
any time in full or partial payment or otherwise as proceeds of any of the
Collateral, to a Deposit Account  for which the Administrative Agent
is the depositary (a “Cash Collateral
Account”).  During the existence of an Event of Default, the
Administrative Agent shall also have the option to apply any items of payment
received by it in the Cash Collateral Account (or any items of payment otherwise
received by the Administrative Agent) to the Secured
Obligations.  Each Control Agreement shall provide that, during the
existence of an Event of Default, upon the written notice of the Administrative
Agent  to an Obligor and the applicable depositary bank (a “Control Election”),
such Obligor shall not have any right to withdraw any funds or checks or other
items of payment deposited in any Deposit Account or any lockbox governed by
such Control Agreement.  The Administrative Agent may, from time to
time, in its discretion, and shall upon request of the Borrower made not more
than once in any week, apply all or any of the then balance, representing
collected funds, in any Cash Collateral Account or, after a Control Election,
any Deposit Account subject to a Control Agreement, toward payment of the
Secured Obligations, whether or not then due, in such order of application as
the Administrative Agent may determine (unless the Administrative Agent or the
Required Lenders shall have elected to exercise their remedies under Section 8.2
of the Credit Agreement, in which case such balances shall be applied in
accordance with the provisions of Section 8.3 of the Credit
Agreement).

     

    
      	
              Section
5

            	
              Further
      Assurances; Remedies.

            


    

     

    In
furtherance of the grant of the pledge and security interest pursuant to Section 3, the
Obligors hereby jointly and severally agree with the Administrative Agent as
follows:

     

    
      	
               
      

            	
              5.1

            	
              Delivery and Other
      Perfection.

            


    

     

    Each
Obligor shall:

     

    (a)           deliver
to the Administrative Agent any and all Instruments, negotiable Documents and
Chattel Paper constituting part of the Collateral in which such Obligor purports
to grant a security interest hereunder, endorsed and/or accompanied by such
instruments of assignment and transfer in such form and substance as the
Administrative Agent may reasonably request; provided, however
that, unless the Administrative Agent instructs such Obligor to the contrary
during the continuation of an Event of Default, such Obligor may retain for
collection (i) any Instruments, negotiable Documents and Chattel Paper received
by such Obligor in the ordinary course of business and (ii) any Instrument with
a value of less than $500,000; the Administrative Agent shall, promptly upon
request of such Obligor through the Borrower, make appropriate arrangements for
making any Instrument pledged by such Obligor available to such Obligor for
purposes of presentation, collection or renewal (any such arrangement to be
effected, to the extent deemed appropriate by the Administrative Agent, against
trust receipt or like document);  if such Obligor retains possession
of any Chattel Paper, negotiable Documents or Instruments pursuant to the terms
hereof, such Chattel Paper, negotiable Documents and Instruments shall be marked
with the following legend: “This writing and the obligations evidenced or
secured hereby are subject to the security interest and lien of JPMorgan Chase
Bank, N.A., as secured party, for the benefit of certain Secured
Creditors.”;

     

    
      
         


      

      
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    (b)           upon
the reasonable request of the Administrative Agent, give, execute, deliver, file
and/or record any financing statements, notice, instrument, document, agreement
or other papers that may be reasonably necessary or desirable (in the judgment
of the Administrative Agent) to create, preserve, perfect or validate the
security interest granted pursuant hereto or to enable the Administrative Agent
to exercise and enforce its rights hereunder with respect to such pledge and
security interest under United States law, including, without limitation, during
the continuation of an Event of Default, causing any or all of the Stock
Collateral to be transferred of record into the name of the Administrative Agent
or its nominee (and the Administrative Agent agrees that if any Stock Collateral
is transferred into its name or the name of its nominee, the Administrative
Agent will thereafter promptly give to the respective Obligor copies of any
notices and communications received by it with respect to the Stock Collateral
pledged by such Obligor hereunder), provided that notices
to account debtors in respect of any Accounts, Chattel Paper or General
Intangibles and to Obligors on Instruments shall be subject to the provisions of
clause (c) below;

     

    (c)           upon
the occurrence and during the continuance of any Event of Default, upon request
of the Administrative Agent, promptly notify (and such Obligor hereby authorizes
the Administrative Agent so to notify) each Account Debtor in respect of any
Accounts, Chattel Paper, Instruments or General Intangibles of such
Obligor  that such Collateral has been assigned to the Administrative
Agent hereunder, and that any payments due or to be come due in respect thereof
are to be made directly to the Administrative Agent;

     

    (d)           without
limiting the obligations of such Obligor under Section 5.4(c), to
the extent that any Obligor owns or acquires any Equipment covered by a
certificate of title or ownership, and upon the request of the Administrative
Agent during the continuation of an Event of Default, cause the Administrative
Agent to be listed as the lienholder on such certificate of title and take such
other steps as may be required under the law applicable to perfection of a
security interest in such property to perfect such security interest, and within
60 days of such request deliver evidence of the same to the Administrative
Agent;

     

    (e)           stamp
or otherwise mark its books and records in such manner as the Administrative
Agent may reasonably require in order to reflect the security interests granted
by this Agreement; and

     

    (f)           unless
otherwise consented to by the Administrative Agent in advance, keep its Goods
(other than Motor Vehicles constituting Equipment and Goods in transit) at such
Obligor’s locations described on Schedule
2.

     

    
      	
               
      

            	
              5.2

            	
              Other Financing
      Statements and Liens.

            


    

     

    Except as
otherwise permitted under the Credit Agreement, without the prior written
consent of the Administrative Agent, no Obligor shall (a) file or suffer to be
on file, or authorize or permit to be filed or to be on file, in any
jurisdiction, any financing statement or like instrument with respect to any of
the Collateral in which the Administrative Agent is not named as the sole
secured party for the benefit of the Secured Creditors or (b) cause or permit
any Person other than the Administrative Agent to have "control" (as defined in
Section 9-104, 9-105, 9-106 or 9-107 of the Uniform Commercial Code) of any
Deposit Account, Electronic Chattel Paper, Investment Property or
Letter-of-Credit Right constituting part of the Collateral.

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              5.3

            	
              Preservation of
      Rights.

            


    

     

    Neither
the Administrative Agent nor any other Secured Creditor shall be required to
take steps necessary to preserve any rights against prior parties to any of the
Collateral.

     

    
      	
               
      

            	
              5.4

            	
              Special Provisions
      Relating to Certain
Collateral.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Stock
      Collateral.

            


    

     

    (i)           The
Obligors will cause the Stock Collateral to constitute at all times (i) except
as provided in clause (ii) below, 100% of the total number of shares of each
class of capital stock (or in the case of any entity other than a corporation,
the total equity interests) of each Issuer then outstanding and owned by the
Obligors and (ii) in the case of any Foreign Subsidiary which is an Issuer
hereunder, 65% of the total number of shares of voting capital stock of such
Foreign Subsidiary having ordinary voting power for the election of the board of
directors (or similar body) and 100% of each class of all non-voting capital
stock of such Foreign Subsidiary.

     

    (ii)          If
any of the shares, securities, moneys or property required to be pledged by such
Obligor under Section
3 are received by such Obligor, such Obligor will forthwith either (x)
deliver to the Administrative Agent such shares or securities so received by
such Obligor (together with the certificates for any such shares and securities
duly endorsed in blank or accompanied by undated stock powers duly executed in
blank), all of which thereafter shall be held by the Administrative Agent,
pursuant to the terms of this Agreement, as part of the Collateral or (y) take
such other action as the Administrative Agent shall deem necessary to duly
record the Lien created hereunder in such shares, securities, moneys or property
in said Section
3.

     

    (iii)        So
long as no Event of Default shall have occurred and be continuing, the Obligors
shall have the right to exercise all voting, consensual and other powers of
ownership pertaining to the Stock Collateral for all purposes not in violation
with the terms of this Agreement, the Credit Agreement or any other instrument
or agreement referred to herein, provided that the Obligors jointly and
severally agree that they will not vote the Stock Collateral in any manner that
is in violation with the terms of this Agreement, the Credit Agreement or any
such other instrument or agreement; and the Administrative Agent shall execute
and deliver to the Obligors or cause to be executed and delivered to the
Obligors all such proxies, powers of attorney, dividend and other orders, and
all such instruments, without recourse, as the Obligors may reasonably request
for the purpose of enabling the Obligors to exercise the rights and powers that
they are entitled to exercise pursuant to this Section
5.4(a)(iii).

     

    (iv)          So
long as no Event of Default has occurred and is continuing, the Obligors shall
be entitled to receive and retain any dividends and distributions on the Stock
Collateral.

     

    (v)           If
any Event of Default shall have occurred, then so long as such Event of Default
shall continue, and whether or not the Administrative Agent or any other Secured
Creditor exercises any available right to declare any Secured Obligation due and
payable or seeks or pursues any other relief or remedy available to it under
applicable law or under this Agreement, the Credit Agreement or any other
agreement relating to such Secured Obligation, all dividends and other
distributions on the Stock Collateral shall be paid directly to the
Administrative Agent and retained by it in the Collateral Account as part of the
Stock Collateral, subject to the terms of this Agreement, and, if the
Administrative Agent shall so request in writing, the Obligors jointly and
severally agree to execute and deliver to the Administrative Agent appropriate
additional dividend, distribution, and other orders and documents to that end,
provided that if such Event of Default is cured or waived, any such dividend or
distribution theretofore paid to the Administrative Agent shall, upon request of
the Obligors (except to the extent theretofore applied to the Secured
Obligations), be returned by the Administrative Agent to the
Obligors.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Intellectual
      Property.

            


    

     

    (i)           For
the purpose of enabling the Administrative Agent to exercise rights and remedies
under Section
5.5 at such time as the Administrative Agent shall be lawfully entitled
to exercise such rights and remedies, and for no other purpose, each Obligor
hereby grants to the Administrative Agent, to the extent assignable, a
non-exclusive license (exercisable without payment of royalty or other
compensation to such Obligor), effective during the continuation of an Event of
Default, to use, license or sublicense (with respect to Trademarks, subject to
reasonable quality control measures) any of the Intellectual Property now owned
or hereafter acquired by such Obligor, wherever the same may be located,
including in such license reasonable access to all media in which any of the
licensed items may be recorded or stored and to all computer programs used for
the compilation or printout thereof; provided, however, that no
license shall be deemed granted if it would result in the breach or default
under the applicable Intellectual Property License or any other related
agreement to which such Obligor is a party or otherwise
bound.  Nothing in this subsection (i) shall
be deemed to limit the rights and remedies of the Administrative Agent under
Section
5.5.

     

    (ii)          Unless
an Event of Default shall have occurred and be continuing the Administrative
Agent shall from time to time, upon the request of the respective Obligor,
execute and deliver any instruments, certificates or other documents, in the
form so requested, that such Obligor through the Borrower shall have certified
are appropriate (in its judgment) to allow it to take any action with respect to
the Intellectual Property (including relinquishment of the license provided
pursuant to clause (i) immediately above as to any specific Intellectual
Property).  Further, upon the payment in full in cash of all of the
Secured Obligations and cancellation or termination of the Commitments, the
license granted pursuant to clause (i) immediately above shall be
terminated.  The exercise of rights and remedies under Section 5.5 by the
Administrative Agent shall not terminate the rights of the holders of any
licenses or sublicenses theretofore granted by the Obligors in the ordinary
course of business.

     

    (iii)        The
Obligors will furnish to the Administrative Agent from time to time (but, unless
an Event of Default shall have occurred and be continuing, no more frequently
than annually) statements and schedules further identifying and describing the
Copyright Collateral, the Patent Collateral and the Trademark Collateral,
respectively, and such other reports in connection with the Copyright
Collateral, the Patent Collateral and the Trademark Collateral as the
Administrative Agent may reasonably request, all in reasonable detail; and
promptly upon request of the Administrative Agent, following receipt by the
Administrative Agent of any statements, schedules or reports pursuant to this
clause (iii), modify this Agreement by amending Schedules 4, 5 and/or 6, as the case may
be, to include any copyright registrations and applications, issued patents and
patent applications, and trademark registrations and applications among the
Copyrights, Patents or Trademarks that become part of the Collateral under this
Agreement.

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (iv)         Upon
the request of the Administrative Agent, each Obligor or any Subsidiary thereof
will execute and deliver to the Administrative Agent a Copyright Security
Agreement, a Patent Security Agreement and/or a Trademark Security Agreement,
together covering all such Person’s Copyright Collateral, Patent Collateral and
Trademark Collateral as being pledged to the Administrative Agent
thereon.  The Administrative Agent may file any executed Patent
Security Agreement or Trademark Security Agreement with the United States Patent
and Trademark Office and any Copyright Security Agreement with the United Stated
Copyright Office.  From time to time, the Administrative Agent may
supplement any such IP Security Agreement (and file such supplements) to conform
with any updated Schedules to this
Agreement.

     

    
      	
               
      

            	
              (c)

            	
              Motor
      Vehicles.

            


    

     

    (i)           Each
Obligor shall, upon the request of the Administrative Agent during the
continuation of any Event of Default, deliver to the Administrative Agent
originals of the certificates of title or ownership for the Motor Vehicles owned
by it with the Administrative Agent listed as lienholder and take such other
action as the Administrative Agent shall deem appropriate to perfect the
security interest created hereunder in all such Motor Vehicles; provided, however, if any such
Motor Vehicle is subject to a purchase money security interest, the
Administrative Agent shall be listed as a junior lienholder to the Person
holding such purchase money security interest.

     

    (ii)          Without
limiting Section
5.10, each Obligor hereby appoints the Administrative Agent as its
attorney in fact, effective upon the occurrence and during the continuation of
an Event of Default, for the purpose of (i) executing on behalf of such Obligor
title or ownership applications for filing with appropriate state agencies to
enable Motor Vehicles now owned or hereafter acquired by such Obligor to be
retitled and the Administrative Agent listed as lienholder thereon, (ii) filing
such applications with such state agencies and (iii) executing such other
documents and instruments on behalf of, and taking such other action in the name
of, such Obligor as the Administrative Agent may deem necessary to accomplish
the purposes hereof (including, without limitation, the purpose of creating in
favor of the Administrative Agent a perfected lien on the Motor Vehicles and
exercising the rights and remedies of the Administrative Agent under Section
5.5).  This appointment as attorney in fact is irrevocable and
coupled with an interest.

     

    (iii)        Any
certificates of title or ownership delivered pursuant to the terms hereof shall,
to the extent reasonably requested by the Administrative Agent, be accompanied
by odometer statements for each Motor Vehicle covered thereby.

     

    (d)           Commercial Tort
Claims.   Each Obligor shall promptly notify the
Administrative Agent of any Commercial Tort Claim acquired by it and such
Obligor shall enter into a supplement as may be necessary to this Agreement
granting to Administrative Agent a Lien on and security interest in such
Commercial Tort Claim.

     

    (e)           Collateral Access
Agreements.  If requested to do so by the Administrative Agent,
each Obligor will use commercially reasonable efforts to promptly (and in any
event within 60 days following any such request) obtain, and thereafter such
Obligor will maintain in effect, Collateral Access Agreements with respect to
any location at which any tangible items of Collateral with a value in excess of
$100,000, are located.

     

    
      	
               
      

            	
              5.5

            	
              Events of
      Default.

            


    

     

    During
the period during which an Event of Default shall have occurred and be
continuing:

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (a)           each
Obligor shall, at the request of the Administrative Agent, assemble the
Collateral owned by it at such place or places, reasonably convenient to both
the Administrative Agent and such Obligor, designated in its
request;

     

    (b)           the
Administrative Agent may obtain insurance for the Collateral at any time when
any Obligor has failed to do so, and the Obligors shall promptly pay, or
reimburse the Administrative Agent for, all expenses incurred in connection
therewith;

     

    (c)           the
Administrative Agent may make any reasonable compromise or settlement deemed
desirable with respect to any of the Collateral and may extend the time of
payment, arrange for payment in installments, or otherwise modify the terms of,
any of the Collateral;

     

    (d)           the
Administrative Agent shall have all of the rights and remedies with respect to
the Collateral of a secured party under the Uniform Commercial Code (whether or
not said Code is in effect in the jurisdiction where the rights and remedies are
asserted) and such additional rights and remedies to which a secured party is
entitled under the laws in effect in any jurisdiction where any rights and
remedies hereunder may be asserted, including, without limitation, the right, to
the maximum extent permitted by law, to exercise all voting, consensual and
other powers of ownership pertaining to the Collateral as if the Administrative
Agent were the sole and absolute owner thereof (and each Obligor agrees to take
all such action as may be appropriate to give effect to such
right);

     

    (e)           the
Administrative Agent in its discretion may, in its name or in the name of the
Obligors or otherwise, demand, sue for, collect or receive any money or property
at any time payable or receivable on account of or in exchange for any of the
Collateral, but shall be under no obligation to do so; and

     

    (f)           the
Administrative Agent may, upon ten Business Days' prior written notice to the
Obligors of the time and place, with respect to the Collateral or any part
thereof that shall then be or shall thereafter come into the possession, custody
or control of the Administrative Agent, the other Secured Creditors or any of
their respective agents, sell, lease, assign or otherwise dispose of all or any
part of such Collateral, at such place or places as the Administrative Agent
deems best, and for cash or for credit or for future delivery (without thereby
assuming any credit risk), at public or private sale, without demand of
performance or notice of intention to effect any such disposition or of the time
or place thereof (except such notice as is required above or by applicable
statute and cannot be waived), and the Administrative Agent or any other Secured
Creditor or anyone else may be the purchaser, lessee, assignee or recipient of
any or all of the Collateral so disposed of at any public sale (or, to the
extent permitted by law, at any private sale) and thereafter hold the same
absolutely, free from any claim or right of whatsoever kind, including any right
or equity of redemption (statutory or otherwise), of the Obligors, any such
demand, notice and right or equity being hereby expressly waived and
released.  In the event of any sale, assignment, or other disposition
of any of the Trademark Collateral, the goodwill connected with and symbolized
by the Trademark Collateral subject to such disposition shall be included, and
the Obligors shall supply to the Administrative Agent or its designee, for
inclusion in such sale, assignment or other disposition, all Intellectual
Property relating to such Trademark Collateral.  The Administrative
Agent may, without notice or publication, adjourn any public or private sale or
cause the same to be adjourned from time to time by announcement at the time and
place fixed for the sale, and such sale may be made at any time or place to
which the sale may be so adjourned.

     

    The
Proceeds of each collection, sale or other disposition under this Section 5.5,
including by virtue of the exercise of the license granted to the Administrative
Agent in Section
5.4(b), shall be applied in accordance with Section
5.9.

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    The
Obligors recognize that, by reason of certain prohibitions contained in the
Securities Act of 1933, as amended, and applicable state securities laws, the
Administrative Agent may be compelled, with respect to any sale of all or any
part of the Collateral, to limit purchasers to those who will agree, among other
things, to acquire the Collateral for their own account, for investment and not
with a view to the distribution or resale thereof.  The Obligors
acknowledge that any such private sales may be at prices and on terms less
favorable to the Administrative Agent than those obtainable through a public
sale without such restrictions, and, notwithstanding such circumstances, agree
that any such private sale shall be deemed to have been made in a commercially
reasonable manner and that the Administrative Agent shall have no obligation to
engage in public sales and no obligation to delay the sale of any Collateral for
the period of time necessary to permit the respective Issuer or issuer thereof
to register it for public sale.

     

    
      	
               
      

            	
              5.6

            	
              Deficiency.

            


    

     

    If the
proceeds of sale, collection or other realization of or upon the Collateral
pursuant to Section
5.5 are insufficient to cover the costs and expenses of such realization
and the payment in full of the Secured Obligations, the Obligors shall remain
liable for any deficiency to the extent the Obligors are obligated under this
Agreement.

     

    
      	
               
      

            	
              5.7

            	
              Locations,
      Etc.

            


    

     

    Without
at least 25 days' prior written notice to the Administrative Agent, no Obligor
shall change its location (as defined in Section 9-307 of the Uniform Commercial
Code) or change its name from the name shown as its current legal name on Schedule
2.

     

    
      	
               
      

            	
              5.8

            	
              Private
      Sale.

            


    

     

    Neither
the Administrative Agent nor any other Secured Creditor shall incur any
liability as a result of the sale of the Collateral, or any part thereof, at any
private sale pursuant to Section 5.5 conducted
in a commercially reasonable manner.  Each Obligor hereby waives any
claims against the Administrative Agent or any other Secured Creditor arising by
reason of the fact that the price at which the Collateral may have been sold at
such a private sale was less than the price that might have been obtained at a
public sale or was less than the aggregate amount of the Secured Obligations,
even if the Administrative Agent accepts the first offer received and does not
offer the Collateral to more than one offeree.

     

    
      	
               
      

            	
              5.9

            	
              Application of
      Proceeds.

            


    

     

    The
proceeds of any collection, sale or other realization of all or any part of the
Collateral pursuant hereto, and any other cash at the time held by the
Administrative Agent under this Section 5, shall be
applied by the Administrative Agent as expressly provided in the Credit
Agreement.

     

    
      	
               
      

            	
              5.10

            	
              Attorney in
      Fact.

            


    

     

    Without
limiting any rights or powers granted by this Agreement to the Administrative
Agent while no Event of Default has occurred and is continuing, upon the
occurrence and during the continuance of any Event of Default the Administrative
Agent is hereby appointed the attorney in fact of each Obligor for the purpose
of carrying out the provisions of this Section 5 and taking
any action and executing any instruments that the Administrative Agent may deem
necessary or advisable to accomplish the purposes hereof, which appointment as
attorney in fact is irrevocable and coupled with an interest.  Without
limiting the generality of the foregoing, at such times as the Administrative
Agent shall be entitled under this Section 5 to make
collections in respect of the Collateral, the Administrative Agent shall have
the right and power to receive, endorse and collect all checks made payable to
the order of any Obligor representing any dividend, payment or other
distribution in respect of the Collateral or any part thereof and to give full
discharge for the same.

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              5.11

            	
              Perfection.

            


    

     

    Prior to
or concurrently with the execution and delivery of this Agreement, each Obligor
shall (i) file such financing statements and other documents in such offices as
the Administrative Agent may reasonably request to perfect the security
interests granted by Section 3 of this
Agreement, (ii) deliver to the Administrative Agent all certificates identified
in Schedule 3,
accompanied by undated stock powers duly executed in blank and (iii) execute and
deliver such IP Security Agreements relating to Collateral consisting of the
Patent Collateral, Copyright Collateral and Trademark Collateral as the
Administrative Agent may reasonably request.  Without limiting the
foregoing, each Obligor consents that Uniform Commercial Code financing
statements may be filed by the Administrative Agent describing the Collateral as
“all assets” or “all personal property” (or any other words of similar effect)
of such Obligor.

     

    
      	
               
      

            	
              5.12

            	
              Termination.

            


    

     

    When all
Secured Obligations shall have been paid in full in cash and the Commitments
under the Credit Agreement shall have terminated, this Agreement shall
terminate, and the Administrative Agent shall forthwith cause to be assigned,
transferred and delivered, against receipt but without any recourse, warranty or
representation whatsoever, any remaining Collateral and money received in
respect thereof, to or on the order of the respective Obligor and to be released
and canceled all licenses and rights referred to in Section
5.4(b).  The Administrative Agent shall also execute and
deliver to the respective Obligor upon such termination such Uniform Commercial
Code termination statements, certificates for terminating the Liens on the Motor
Vehicles and such other documentation as shall be reasonably requested by the
respective Obligor to effect the termination and release of the Liens on the
Collateral.  The Administrative Agent shall release its Liens on
certain assets sold or disposed of by the Obligors in accordance with the
provisions of Section 11.12(e) of the Credit Agreement.

     

    
      	
               
      

            	
              5.13

            	
              Further
      Assurances.

            


    

     

    Each
Obligor agrees that, from time to time upon the reasonable written request of
the Administrative Agent, such Obligor will execute and deliver such further
documents and do such other acts and things as the Administrative Agent may
reasonably request in order fully to effect the purposes of this Agreement,
including with respect to Section
5.4(a).  Notwithstanding anything to the contrary herein, no
Obligor shall be required to take any action to record or perfect the
Administrative Agent’s security interest in or Lien on any Intellectual Property
except under United States law.

     

    In the
event that at any time after the Closing Date, any Obligor or any Domestic
Subsidiary owns or holds an interest in any Real Property, assets, stock,
securities or any other property or interest which is not at the time included
collateral pledged pursuant to this Agreement or any other Security Document
(all of the foregoing, “Uncollateralized
Property”), such Obligor will or will cause such Domestic Subsidiary to,
promptly (or, in the case of any such Uncollateralized Property acquired in
connection with a Permitted Acquisition, concurrently with the consummation
thereof), grant the Administrative Agent for the benefit of the Secured
Creditors security interests and mortgages or deeds of trust, pursuant to this
Agreement or other new documentation or joinder in any existing Security
Document to which it is not already a party (all in form and substance
reasonably acceptable to the Administrative Agent), in all of the
Uncollateralized Property.

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    Each
Obligor will execute any and all further documents, financing statements,
agreements and instruments, and take all such further actions (including the
filing and recording of financing statements, fixture filings, mortgages, deeds
of trust and other documents), which may be required under any applicable law,
or which the Administrative Agent may reasonably request, so as at all times to
maintain the validity, perfection, enforceability and priority of the
Administrative Agent’s security interest in the Collateral or to enable the
Administrative Agent to protect, exercise or enforce its rights hereunder and
the Administrative Agent’s rights in the Collateral.  Each Obligor
also agrees to provide (or cause to be provided) to the Administrative Agent,
from time to time upon request, evidence reasonably satisfactory to the
Administrative Agent as to the perfection and priority of the Liens created or
intended to be created by the Security Documents.  In addition, each
Obligor shall, when and as often as reasonably requested by the Administrative
Agent, furnish to the Administrative Agent, statements and schedules further
identifying and describing the Collateral and such other reports in connection
with the Collateral as the Administrative Agent may reasonably request, all in
reasonable detail.

     

    The
Administrative Agent is authorized to (i) enter into any modification of any
Security Document which the Administrative Agent reasonably believes is required
to conform to the mandatory requirements of local law, or to local customs
followed by financial institutions with respect to similar collateral documents
involving property located in any particular jurisdiction, (ii) in the case of
any Security Document relating to property located in a particular jurisdiction
which imposes a tax with respect to such Security Document based on the amount
of the obligations secured thereby, expressly limit the amount of such secured
obligations which are secured by such property to such amount as, in the
Administrative Agent’s good faith judgment, is appropriate so that the amount of
such tax is reasonable in light of the estimated value of the property located
in such jurisdiction, and/or (iii) designate the amount of title insurance
coverage for any title insurance policy provided hereunder in an amount
reasonably believed by the Administrative Agent to be representative of the fair
value of the property covered thereby.

     

    
      	
              Section
6

            	
              Miscellaneous.

            


    

     

    
      	
               
      

            	
              6.1

            	
              Notices.

            


    

     

    Except as
otherwise expressly provided herein, all notices and other communications
provided for hereunder shall be in writing (including telegraphic, facsimile
transmission or e-mail transmission) and mailed, telegraphed, transmitted, or
delivered, if to the Borrower, Holdings or the Administrative Agent, at the
address provided for in the Credit Agreement; if to any Subsidiary Guarantor, at
the address listed below such Subsidiary Guarantor’s signature to this
Agreement; or at such other applicable address as shall be designated by any
party in a written notice to the other parties hereto from time to time. All
such notices and communications shall be mailed, telegraphed, telecopied,
transmitted or sent by overnight courier, and shall be effective when
received.

     

    
      	
               
      

            	
              6.2

            	
              No
      Waiver.

            


    

     

    No
failure on the part of the Administrative Agent or any other Secured Creditor to
exercise, and no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by the Administrative Agent or any other
Secured Creditor of any right, power or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or
remedy.  The remedies herein are cumulative and are not exclusive of
any remedies provided by law.

     

    
      	
               
      

            	
              6.3

            	
              Amendments.

            


    

     

    The terms
of this Agreement may be waived, altered or amended only by an instrument in
writing duly executed by each Obligor and the Administrative
Agent.  Any such amendment or waiver shall be binding upon the
Administrative Agent and each Obligor.

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              6.4

            	
              Supplemental
      Disclosure.

            


    

     

    From time
to time as may be reasonably requested by the Administrative Agent (but while no
Event of Default is continuing, not more than once per fiscal quarter of
Holdings) or at the Obligors’ election, the Obligors shall supplement each
Schedule hereto, or the exceptions to any representation herein, with respect to
any matter hereafter arising that, if existing or occurring at the Closing Date,
would have been required to be set forth or described in such Schedule or as
such an exception to a representation or that is necessary to correct or
supplement any information in such Schedule or representation which has been
rendered inaccurate thereby (and, in the case of any supplements to any
Schedule, such supplemental Schedule shall be appropriately marked to show the
changes made therein); provided that no such
supplement to any such Schedule or exception to any such representation shall be
or be deemed to be a waiver of any then-existing Default or Event of Default
resulting from the matters disclosed therein (before giving effect to such
supplement).

     

    
      	
               
      

            	
              6.5

            	
              Expenses.

            


    

     

    The
Obligors jointly and severally agree to reimburse the Administrative Agent and
the Secured Creditors for all reasonable costs and expenses incurred by them
(including, without limitation, the reasonable fees and expenses of any
individual primary outside counsel to the Administrative Agent plus one
additional local counsel in each local jurisdiction as may be appropriate) in
connection with (i) any Default and any enforcement or collection proceeding
resulting therefrom, including, without limitation, all manner of participation
in or other involvement with (w) performance by the Administrative Agent of any
obligations of the Obligors in respect of the Collateral that the Obligors have
failed or refused to perform, (x) bankruptcy, insolvency, receivership,
foreclosure, winding up or liquidation proceedings, or any actual or attempted
sale, or any exchange, enforcement, collection, compromise or settlement in
respect of any of the Collateral, and for the care of the Collateral and
defending or asserting rights and claims of the Administrative Agent in respect
thereof, by litigation or otherwise, including expenses of insurance, (y)
judicial or regulatory proceedings and (z) workout, restructuring or other
negotiations or proceedings (whether or not the workout, restructuring or
transaction contemplated thereby is consummated); provided that Secured
Creditors who are not acting in the capacity as the Administrative Agent shall
also be entitled for reimbursement for no more than one counsel representing all
such Secured Creditors (absent a conflict of interest in which case the Secured
Creditors may engage and be reimbursed for additional counsel) and (ii) the
enforcement of this Section 6.5, and all
such costs and expenses shall be Secured Obligations entitled to the benefits of
the collateral security provided pursuant to Section
3.

     

    
      	
               
      

            	
              6.6

            	
              Successors and
      Assigns.

            


    

     

    This
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of each Obligor and the Administrative Agent (provided, however,
that no Obligor shall assign or transfer its rights or obligations hereunder
without the prior written consent of the Administrative Agent).

     

    
      	
               
      

            	
              6.7

            	
              Counterparts.

            


    

     

    This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any of the parties
hereto may execute this Agreement by signing any such counterpart.

     

    
      	
               
      

            	
              6.8

            	
              Governing
      Law.

            


    

     

    This
Agreement shall be governed by, and construed in accordance with, the law of the
State of New York without regards to the conflict of laws principles
thereof  (other than Section 5-1401 of the New York General
Obligations Law).

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              6.9

            	
              Agents and Attorneys
      in Fact.

            


    

     

    The
Administrative Agent may employ agents and attorneys in fact in connection
herewith and shall not be responsible for the negligence or misconduct of any
such agents or attorneys in fact selected by it in good faith.

     

    
      	
               
      

            	
              6.10

            	
              Captions.

            


    

     

    The
captions and section headings appearing herein are included solely for
convenience of reference and are not intended to affect the interpretation of
any provision of this Agreement.

     

    
      	
               
      

            	
              6.11

            	
              Severability.

            


    

     

    If any
provision hereof is invalid and unenforceable in any jurisdiction, then, to the
fullest extent permitted by law, (a) the other provisions hereof shall remain in
full force and effect in such jurisdiction and shall be liberally construed in
favor of the Administrative Agent and the other Secured Creditors in order to
carry out the intentions of the parties hereto as nearly as may be possible and
(b) the invalidity or unenforceability of any provision hereof in any
jurisdiction shall not affect the validity or enforceability of such provision
in any other jurisdiction.

     

    
      	
               
      

            	
              6.12

            	
              Additional Subsidiary
      Guarantors.

            


    

     

    Each new
Subsidiary of the Borrower or Holdings that is required pursuant to the
provisions of Section 6.9 of the Credit Agreement to become a party to this
Agreement as a Subsidiary Guarantor shall do so by executing and delivering to
the Administrative Agent a Joinder in the form of Exhibit A hereto and
delivering the same along with new versions of the Schedules to this
Agreement.  Upon the delivery of all such documents and the acceptance
thereof by the Administrative Agent, this Agreement shall be deemed amended to
incorporate such new Subsidiary Guarantor and such new Schedules.

     

    
      	
               
      

            	
              6.13

            	
              Mortgages.

            


    

     

    In the
event that any of the Collateral hereunder is also subject to a valid and
enforceable Lien under the terms of any Mortgage and the terms of such Mortgage
are inconsistent with the terms of this Agreement, then with respect to such
Collateral, the terms of such Mortgage shall be controlling in the case of
fixtures and real estate leases, letting and licenses of, and contracts and
agreements relating to the lease of, real property, and the terms of this
Agreement shall be controlling in the case of all other Collateral.

     

    
      	
               
      

            	
              6.14

            	
              Limitations on Duties
      of Administrative Agent.

            


    

     

    The
powers conferred on the Administrative Agent under this Agreement are solely to
protect the Administrative Agent’s interest in the Collateral and shall not
impose any duty upon it to exercise any such powers.  The
Administrative Agent shall be accountable only for amounts that it actually
receives as a result of the exercise of such powers and neither the
Administrative Agent nor any of its respective officers, directors, employees or
agents shall be responsible to Obligors for any act or failure to act, except to
the extent constituting gross negligence or willful
misconduct.  Without limiting the foregoing, the Administrative Agent
shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if such Collateral is accorded
treatment substantially equivalent to that which the Administrative Agent, in
its individual capacity, accords its own property consisting of the type of
Collateral involved, it being understood and agreed that the Administrative
Agent shall not have any responsibility for taking any necessary steps (other
than steps taken in accordance with the standard of care set forth above) to
preserve rights against any Person with respect to any Collateral.

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    Also
without limiting the generality of the foregoing, the Administrative Agent shall
not have any obligation or liability under any contract or license by reason of
or arising out of this Agreement or the granting to the Administrative Agent of
a security interest therein or assignment thereof or the receipt by the
Administrative Agent of any payment relating to any contract or license pursuant
hereto, nor shall the Administrative Agent be required or obligated in any
manner to perform or fulfill any of the obligations of Obligors 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 claim, 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.

     

    [Signatures
Follow]


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Agreement to be duly executed and delivered as of the date first above
written.

     

    
      
        
          	 
      	
                  BORROWER:

                
	 
      	 
      
	 
      	
                  ROLLER
      BEARING COMPANY OF AMERICA,

                  INC.

                
	 
      	 
      
	 
      	
                  By:
      /s/ Daniel A. Bergeron

                
	 
      	
                  Name:
      Daniel A. Bergeron

                
	 
      	
                  Title:
      Vice President, CFO

                
	 
      	 
      
	 
      	
                  HOLDINGS:

                
	 
      	 
      
	 
      	
                  RBC
      BEARINGS INCORPORATED

                
	 
      	 
      
	 
      	
                  By:
      /s/ Daniel A. Bergeron

                
	 
      	
                  Name:
      Daniel A. Bergeron

                
	 
      	
                  Title:
      Vice President, CFO

                
	 
      	 
      
	 
      	
                  SUBSIDIARY
      GUARANTORS:

                
	 
      	 
      
	 
      	
                  RBC
      OKLAHOMA, INC.

                
	 
      	 
      
	 
      	
                  By:
      /s/ Daniel A. Bergeron

                
	 
      	
                  Name:
      Daniel A. Bergeron

                
	 
      	
                  Title:
      Vice President, CFO

                
	 
      	 
      
	 
      	
                  Address:

                
	 
      	
                  RBC
      Oklahoma, Inc.

                
	 
      	
                  c/o
      Roller Bearing Company of America, Inc.

                
	 
      	
                  One
      Tribology Center

                
	 
      	
                  Oxford,
      Connecticut 06478

                
	 
      	
                  Attention:  Chief
      Financial Officer

                
	 
      	
                  Telecopier
      No.: (203) 256-0775

                
	 
      	
                  Facsimile
      No.: (203) 255-2522

                
	 
      	
                  Email:
      dbergeron@rbcbearings.com

                


        

      

    

    


    Signature
Page to RBC Bearings Security Agreement

    
      
         


      

      
        S-1

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	 
      	
                      RBC
      NICE BEARINGS, INC.

                    
	 
      	 
      
	 
      	
                      By:
      /s/ Daniel A. Bergeron

                    
	 
      	
                      Name:
      Daniel A. Bergeron

                    
	 
      	
                      Title:
      Vice President, CFO

                    
	 
      	 
      
	 
      	
                      Address:

                    
	 
      	
                      RBC
      Nice Bearings, Inc.

                    
	 
      	
                      c/o
      Roller Bearing Company of America, Inc.

                    
	 
      	
                      One
      Tribology Center

                    
	 
      	
                      Oxford,
      Connecticut 06478

                    
	 
      	
                      Attention:  Chief
      Financial Officer

                    
	 
      	
                      Telecopier
      No.: (203) 256-0775

                    
	 
      	
                      Facsimile
      No.: (203) 255-2522

                    
	 
      	
                      Email:
      dbergeron@rbcbearings.com

                    
	 
      	 
      
	 
      	
                      INDUSTRIAL
      TECTONICS BEARINGS

                    
	 
      	
                      CORPORATION

                    
	 
      	 
      
	 
      	
                      By:
      /s/ Daniel A. Bergeron

                    
	 
      	
                      Name:
      Daniel A. Bergeron

                    
	 
      	
                      Title:
      Vice President, CFO

                    
	 
      	 
      
	 
      	
                      Address:

                    
	 
      	
                      Industrial
      Tectonics Bearings Corporation

                    
	 
      	
                      c/o
      Roller Bearing Company of America, Inc.

                    
	 
      	
                      One
      Tribology Center

                    
	 
      	
                      Oxford,
      Connecticut 06478

                    
	 
      	
                      Attention:  Chief
      Financial Officer

                    
	 
      	
                      Telecopier
      No.: (203) 256-0775

                    
	 
      	
                      Facsimile
      No.: (203) 255-2522

                    
	 
      	
                      Email:
      dbergeron@rbcbearings.com

                    
	 
      	 
      
	 
      	
                      RBC
      PRECISION PRODUCTS - PLYMOUTH,

                    
	 
      	
                      INC.

                    
	 
      	 
      
	 
      	
                      By:
      /s/ Daniel A. Bergeron

                    
	 
      	
                      Name:
      Daniel A. Bergeron

                    
	 
      	
                      Title:
      Vice President, CFO

                    
	 
      	 
      
	 
      	
                      Address:

                    
	 
      	
                      RBC
      Precision Products - Plymouth, Inc.

                    
	 
      	
                      c/o
      Roller Bearing Company of America, Inc.

                    
	 
      	
                      One
      Tribology Center

                    
	 
      	
                      Oxford,
      Connecticut 06478

                    
	 
      	
                      Attention:  Chief
      Financial Officer

                    
	 
      	
                      Telecopier
      No.: (203) 256-0775

                    
	 
      	
                      Facsimile
      No.: (203) 255-2522

                    
	 
      	
                      Email:
      dbergeron@rbcbearings.com

                    


            

          

        

      

    

    


    Signature
Page to RBC Bearings Security Agreement

    
      
         


      

      
        S-2

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	 
      	
                      RBC
      PRECISION PRODUCTS - BREMEN,

                    
	 
      	
                      INC.

                    
	 
      	 
      
	 
      	
                      By:
      /s/ Daniel A. Bergeron

                    
	 
      	
                      Name:
      Daniel A. Bergeron

                    
	 
      	
                      Title:
      Vice President, CFO

                    
	 
      	 
      
	 
      	
                      Address:

                    
	 
      	
                      RBC
      Precision Products - Bremen, Inc.

                    
	 
      	
                      c/o
      Roller Bearing Company of America, Inc.

                    
	 
      	
                      One
      Tribology Center

                    
	 
      	
                      Oxford,
      Connecticut 06478

                    
	 
      	
                      Attention:  Chief
      Financial Officer

                    
	 
      	
                      Telecopier
      No.: (203) 256-0775

                    
	 
      	
                      Facsimile
      No.: (203) 255-2522

                    
	 
      	
                      Email:
      dbergeron@rbcbearings.com

                    
	 
      	 
      
	 
      	
                      RBC
      AIRCRAFT PRODUCTS, INC.

                    
	 
      	 
      
	 
      	
                      By:
      /s/ Daniel A. Bergeron

                    
	 
      	
                      Name:
      Daniel A. Bergeron

                    
	 
      	
                      Title:
      Vice President, CFO

                    
	 
      	 
      
	 
      	
                      Address:

                    
	 
      	
                      RBC
      Aircraft Products, Inc.

                    
	 
      	
                      c/o
      Roller Bearing Company of America, Inc.

                    
	 
      	
                      One
      Tribology Center

                    
	 
      	
                      Oxford,
      Connecticut 06478

                    
	 
      	
                      Attention:  Chief
      Financial Officer

                    
	 
      	
                      Telecopier
      No.: (203) 256-0775

                    
	 
      	
                      Facsimile
      No.: (203) 255-2522

                    
	 
      	
                      Email:
      dbergeron@rbcbearings.com

                    
	 
      	 
      
	 
      	
                      RBC
      SOUTHWEST PRODUCTS, INC.

                    
	 
      	 
      
	 
      	
                      By:
      /s/ Daniel A. Bergeron

                    
	 
      	
                      Name:
      Daniel A. Bergeron

                    
	 
      	
                      Title:
      Vice President, CFO

                    
	 
      	 
      
	 
      	
                      Address:

                    
	 
      	
                      RBC
      Southwest Products, Inc.

                    
	 
      	
                      c/o
      Roller Bearing Company of America, Inc.

                    
	 
      	
                      One
      Tribology Center

                    
	 
      	
                      Oxford,
      Connecticut 06478

                    
	 
      	
                      Attention:  Chief
      Financial Officer

                    
	 
      	
                      Telecopier
      No.: (203) 256-0775

                    
	 
      	
                      Facsimile
      No.: (203) 255-2522

                    
	 
      	
                      Email:
      dbergeron@rbcbearings.com

                    


            

          

        

      

    

    


    Signature
Page to RBC Bearings Security Agreement

    
      
         


      

      
        S-3

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	 
      	
                      RBC
      LUBRON BEARING SYSTEMS, INC.

                    
	 
      	 
      
	 
      	
                      By:
      /s/ Daniel A. Bergeron

                    
	 
      	
                      Name:
      Daniel A. Bergeron

                    
	 
      	
                      Title:
      Vice President, CFO

                    
	 
      	 
      
	 
      	
                      Address:

                    
	 
      	
                      RBC
      Lubron Bearing Systems, Inc.

                    
	 
      	
                      c/o
      Roller Bearing Company of America, Inc.

                    
	 
      	
                      One
      Tribology Center

                    
	 
      	
                      Oxford,
      Connecticut 06478

                    
	 
      	
                      Attention:  Chief
      Financial Officer

                    
	 
      	
                      Telecopier
      No.: (203) 256-0775

                    
	 
      	
                      Facsimile
      No.: (203) 255-2522

                    
	 
      	
                      Email:
      dbergeron@rbcbearings.com

                    
	 
      	 
      
	 
      	
                      ALL
      POWER MANUFACTURING COMPANY

                    
	 
      	 
      
	 
      	
                      By:
      /s/ Daniel A. Bergeron

                    
	 
      	
                      Name:
      Daniel A. Bergeron

                    
	 
      	
                      Title:
      Vice President, CFO

                    
	 
      	 
      
	 
      	
                      Address:

                    
	 
      	
                      All
      Power Manufacturing Company

                    
	 
      	
                      c/o
      Roller Bearing Company of America, Inc.

                    
	 
      	
                      One
      Tribology Center

                    
	 
      	
                      Oxford,
      Connecticut 06478

                    
	 
      	
                      Attention:  Chief
      Financial Officer

                    
	 
      	
                      Telecopier
      No.: (203) 256-0775

                    
	 
      	
                      Facsimile
      No.: (203) 255-2522

                    
	 
      	
                      Email:
      dbergeron@rbcbearings.com

                    
	 
      	 
      
	 
      	
                      RBC
      CBS COASTAL BEARING SERVICES LLC

                    
	 
      	 
      
	 
      	
                      By:
      /s/ Daniel A. Bergeron

                    
	 
      	
                      Name:
      Daniel A. Bergeron

                    
	 
      	
                      Title:
      Vice President, CFO

                    
	 
      	 
      
	 
      	
                      Address:

                    
	 
      	
                      RBC
      CBS Coastal Bearing Services LLC

                    
	 
      	
                      c/o
      Roller Bearing Company of America, Inc.

                    
	 
      	
                      One
      Tribology Center

                    
	 
      	
                      Oxford,
      Connecticut 06478

                    
	 
      	
                      Attention:  Chief
      Financial Officer

                    
	 
      	
                      Telecopier
      No.: (203) 256-0775

                    
	 
      	
                      Facsimile
      No.: (203) 255-2522

                    
	 
      	
                      Email:
      dbergeron@rbcbearings.com

                    


            

          

        

      

    

    


    Signature
Page to RBC Bearings Security Agreement

    
      
         


      

      
        S-4

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                ADMINISTRATIVE
      AGENT:

              
	 
      	 
      
	 
      	
                JPMORGAN
      CHASE BANK, N.A.

              
	 
      	 
      
	 
      	
                By:
      /s/ D Scott Farquhar

              
	 
      	
                Name:
      D Scott Farquhar

              
	 
      	
                Title:
      Vice President

              


      

    

    


    Signature
Page to RBC Bearings Security Agreement

    
      
         


      

      
        S-5

        
          

        

      

      
         


      

    

    


    Schedule
1

    


    Names,
etc.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
2

    


    Locations


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
3

    


    Pledged
Stock; Pledged Notes


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
4

    


    Copyrights


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
5

    


    Patents


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
6

    


    Trademarks


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
7

    


    Licenses


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
8

    


    Depositary
And Other Accounts


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
9

    


    Commercial
Tort Claims


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    EXHIBIT
A

     

    FORM OF
JOINDER

     

    Joinder
to Security Agreement

     

    The
undersigned, ______________________________, a ____________________ (the “Company”) hereby
joins in the execution of that certain Security Agreement dated as of November
30, 2010 (as heretofore amended, supplemented or otherwise modified, the “Security Agreement”),
by and among [DESCRIBE PARTIES] and JPMorgan Chase Bank, N.A., as Administrative
Agent.  By executing this Joinder, the undersigned hereby agrees that
it is an Obligor under the Security Agreement and agrees to be bound by all of
the terms and provisions of the Security Agreement.  Capitalized terms
used herein but not otherwise defined herein have the meanings given thereto in
the Security Agreement.

     

    The
undersigned represents and warrants to the Administrative Agent
that:

     

    The
Company’s contact information for notice for purposes of Section 6.1 of the
Security Agreement is as described below its signature hereto.

     

    In order
to confirm the Company’s grant of a security interest to the Administrative
Agent, for the benefit of the Secured Creditors, pursuant to Section 4 of the
Security Agreement, to secure the payment and performance of the Secured
Obligations whether now existing or hereafter from time to time arising, the
Company hereby grants to the Administrative Agent, for the benefit of the
Secured Creditors, a security interest in all of the Company’s right, title and
interest in the Company’s Collateral.

     

    Attached
to this Joinder are new Schedules to the Security Agreement incorporating all
required information with respect to the Company.  Such Schedules are
true, accurate and complete and, upon the effectiveness of this Joinder, all of
the representations and warranties contained in the Security Agreement shall be
true in all respects with regards to the Company.

     

    This
Joinder shall be a Loan Document (as such term is defined in the Credit
Agreement).

     

    IN
WITNESS WHEREOF, the Company has caused its officer to execute and deliver this
Joinder as of the date first above written.

     

    
      
        
          
            	 
      	
                    [_________________________________]

                  
	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	
                    Name:

                  	 
      
	 
      	
                    Title: