**Exhibit 10.31**

 

 

**PREFERRED STOCK**

 

**PURCHASE AGREEMENT**

 

 

**by and among**

 

 

**ROLLER BEARINGHOLDING COMPANY, INC.,**

 

**ROLLER BEARINGCOMPANY OF AMERICA, INC.,**

 

**WHITNEY V, L.P.**

 

**And**

 

**Dr. Michael J.Hartnett**

 

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**Dated as of February6, 2003**

 

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**TABLE OF CONTENTS**

 
| ARTICLE  1 DEFINITIONS                                                                     |
|--------------------------------------------------------------------------------------------|
| 1.01                                                                                       | Definitions |
| 1.02                                                                                       | Accounting Terms: Financial Statements |
| 1.03                                                                                       | Knowledge  of the Company |
|                                                                                       |   |
| ARTICLE  2 PURCHASE AND SALE OF THE CLASS A SHARES                                         |
| 2.01                                                                                       | Purchase and Sale of the Class A Shares |
| 2.02                                                                                       | Closing |
| 2.03                                                                                       | Payment for and Delivery of Class A Shares |
| 2.04                                                                                       | Whitney  Fees and Expenses |
|                                                                                       |   |
| ARTICLE  3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY                                   |
| 3.01                                                                                       | Existence and Power |
| 3.02                                                                                       | Authorization; No Contravention |
| 3.03                                                                                       | Governmental Authorization; Third Party Consents |
| 3.04                                                                                       | Binding Effect |
| 3.05                                                                                       | Compliance with Laws; Private Sale; Voting Agreements |
| 3.06                                                                                       | No  Default or Breach |
| 3.07                                                                                       | Capitalization; Class A Shares and Conversion Shares |
| 3.08                                                                                       | Subsidiaries |
| 3.09                                                                                       | SEC Reports; Financial Condition |
| 3.10                                                                                       | Disclosure |
| 3.11                                                                                       | Absence of Certain Changes or Events |
| 3.12                                                                                       | Broker’s, Finder’s or Similar Fees |
| 3.13                                                                                       | Potential Conflicts of Interest |
| 3.14                                                                                       | Cure  of December Defaults |
| 3.15                                                                                       | Restated  Charter |
| 3.16                                                                                       | Inducement |
|                                                                                       |   |
| ARTICLE  4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS                                |
| 4.01                                                                                       | Representations and Warranties of Whitney V |
| 4.02                                                                                       | Representations and Warranties of Hartnett |
|                                                                                       |   |
| ARTICLE  5 CONDITIONS TO THE OBLIGATIONS OF THE PURCHASERS TO PURCHASE THE CLASS A  SHARES |
| 5.01                                                                                       | Representations and Warranties |
| 5.02                                                                                       | Consents and Approvals |
| 5.03                                                                                       | No Material Judgment or Order |
| 5.04                                                                                       | No  Litigation |
| 5.05                                                                                       | Purchase of Securities Permitted by  Applicable Laws |
| 5.06                                                                                       | Restated  Charter |
| 5.07                                                                                       | Opinions  of Counsel |

 

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| 5.08                                                                                          | Good Standing Certificates                      |
|-----------------------------------------------------------------------------------------------|-------------------------------------------------|
| 5.09                                                                                          | Officer’s Certificate                      |
| 5.10                                                                                          | RBCA  Officer’s Certificate                |
| 5.11                                                                                          | Amended Stockholders Agreement                  |
| 5.12                                                                                          | Contemporaneous Participation                   |
| 5.13                                                                                          | Payment  of Whitney Fees                        |
|                                                                                          |                                            |
| ARTICLE  6 CONDITIONS TO THE OBLIGATIONS OF THE COMPANY TO SELL AND ISSUE THE CLASS A  SHARES |
| 6.01                                                                                          | Purchase  Price                                 |
| 6.02                                                                                          | Representations and Warranties                  |
| 6.03                                                                                          | No  Material Judgment or Order                  |
| 6.04                                                                                          | No Litigation                                   |
| 6.05                                                                                          | Sale of Securities Permitted by Applicable Laws |
|                                                                                          |                                            |
| ARTICLE  7 COVENANTS                                                                          |
| 7.01                                                                                          | Public  Announcements                           |
| 7.02                                                                                          | Use of Proceeds                                 |
| 7.03                                                                                          | Schaublin Refinancing; Redesignation            |
| 7.04                                                                                          | Trustee  Matters                                |
| 7.05                                                                                          | Covenant  to Consult with Whitney               |
| 7.06                                                                                          | Restrictive  Covenants                          |
|                                                                                          |                                            |
| ARTICLE  8 INDEMNIFICATION                                                                    |
| 8.01                                                                                          | Indemnification                                 |
| 8.02                                                                                          | Procedure;  Notification                        |
| 8.03                                                                                          | Manner  of Payment                              |
| 8.04                                                                                          | Taxes                                           |
| 8.05                                                                                          | Exclusive  Remedy                               |
|                                                                                          |                                            |
| ARTICLE  9 COVENANTS REGARDING SENIOR PREFERRED SHARES                                        |
| 9.01                                                                                          | Special Call Option on Class A Shares           |
| 9.02                                                                                          | Priority of Preferred Stock                     |
| 9.03                                                                                          | Reservation of Shares; Other Assurances         |
|                                                                                          |                                            |
| ARTICLE  10 MISCELLANEOUS                                                                     |
| 10.01                                                                                         | Survival of Representations and Warranties      |
| 10.02                                                                                         | Notices                                         |
| 10.03                                                                                         | E-Documents                                     |
| 10.04                                                                                         | Successors  and Assigns                         |
| 10.05                                                                                         | Amendment  and Waiver                           |
| 10.06                                                                                         | Signatures; Counterparts                        |
| 10.07                                                                                         | Headings                                        |
| 10.08                                                                                         | GOVERNING LAW                                   |
| 10.09                                                                                         | JURISDICTION,  WAIVER OF JURY TRIAL, ETC.       |

 

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| 10.10 | Severability           |
|-------|------------------------|
| 10.11 | Rules of Construction  |
| 10.12 | Entire Agreement       |
| 10.13 | Expenses               |
| 10.14 | Publicity              |
| 10.15 | Further  Assurances    |
| 10.16 | No Strict Construction |

 

**Disclosure Schedules**

 
| Schedule  3.03 | — | Governmental  Authorizations;  Third Party Consents |
|----------------|--------|----------------------------------------------------------|
| Schedule  3.06 | — | Defaults                                                 |
| Schedule  3.08 | — | Subsidiaries                                             |
| Schedule  3.11 | — | Certain  Changes and Events                              |

 

**Exhibits**

 
| Exhibit A | — | Restated Charter and Bylaws                              |
|-----------|--------|----------------------------------------------------------|
| Exhibit B | — | Trustee Notice                                           |
| Exhibit C | — | Opinion to Trustee                                       |
| Exhibit D | — | Opinion to Purchasers Regarding Bond  Matters            |
| Exhibit E | — | Opinion to Purchasers Regarding Other  Customary Matters |
| Exhibit F | — | Amended Stockholders Agreement                           |

 

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**PREFERRED STOCKPURCHASE AGREEMENT**

 

This PREFERREDSTOCK PURCHASE AGREEMENT is dated as of February 6, 2003 (this “***Agreement***”), and madeby and among Roller Bearing Holding Company, Inc., a Delaware corporation (the“***Company***”), RollerBearing Company of America, Inc., a Delaware corporation and wholly-ownedSubsidiary of the Company (**“*RBCA*”**), Whitney V, L.P., aDelaware limited partnership (“***Whitney V***”), and Dr. Michael J. Hartnett (“***Hartnett***” andtogether with Whitney V, the “***Purchasers***”). The Purchasers, the Company and RBCA are sometimes referred to hereincollectively as the “***Parties***” and each individually as a “***Party***”.

 

Pursuant to(i) the right of first offer granted to Whitney V in Section 3 of theStockholders Agreement, and (ii) the participation rights granted to Hartnettin Section 3 of the Stockholders Agreement, the Purchasers desire topurchase from the Company, and the Company desires to sell and issue to thePurchasers, an aggregate amount of 1,008.41 shares of the Company’sClass A Preferred Stock, par value $.01 per share (the “***Class A Preferred Stock***”),for an aggregate purchase price equal to $3,025,230.

 

Inconsideration of the mutual covenants and agreements set forth herein and forother good and valuable consideration, the receipt and adequacy of which ishereby acknowledged, the Parties hereto agree as follows:

 

**ARTICLE1**

 

**DEFINITIONS**

 

**1.01        Definitions**. As used in this Agreement, and unless the context requires a differentmeaning, the following terms have the meanings indicated:

 

“***Affiliate***” shall meanany Person (a) directly or indirectly controlling, controlled by, or undercommon control with, the Company, (b) directly or indirectly owning orholding five percent (5%) or more of any equity interest in the Company, or(c) five percent (5%) or more of whose voting stock or other equityinterest is directly or indirectly owned or held by the Company.  For purposes of this definition, “control”(including with correlative meanings, the terms “controlling”, “controlled by”and “under common control with”) means the possession, directly or indirectly,of the power to direct or cause the direction of the management and policies ofa Person, whether through the ownership of voting securities, by contract orotherwise.

 

“***Amended Stockholders Agreement***”shall mean the Second Amended and Restated Stockholders Agreement, of the datehereof in the form attached hereto as Exhibit F.

 

“***Audited Financial Statements***”shall have the meaning assigned to that term in Section 3.09(b).

 

***“Blockage Amount’***shall have the meaning assigned to that term in Section 8.03.

 

“***Blockage Opinion***”shall have the meaning assigned to that term in Section 8.03.

 

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“***Board of Directors”***shall meanthe board of directors of the Company.

 

“***Business Day***” shallmean any day other than a Saturday, Sunday or other day on which commercialbanks in the City of New York are authorized or required by law or executiveorder to close.

 

“***By-laws***” shall mean,unless the context in which such term is used otherwise requires, the By-lawsof the Company as in effect on the date hereof (a copy of which is attachedhereto (together with the Restated Charter) as Exhibit A).

 

“***Call Price***” shallmean, with respect to any Class A Share, the Stated Value of such share plusall accumulated and accrued and unpaid but not yet accumulated dividendsthereon (calculated in accordance with the terms of the Restated Charter).

 

“***Capital Contribution***”shall have the meaning assigned to that term in Section 7.02.

 

“***Class A Common****”*shallmean the Class A Common Stock, par value $.01 per share, of the Company.

 

“***Class A Preferred Stock***”shall have the meaning assigned to that term in the recitals to this Agreement.

 

“***Class A Shares***” shallhave the meaning assigned to that term in Section 2.01.

 

“***Class B Common***” shallmean the Class B Supervoting Common Stock, $0.01 par value per share, of theCompany.

 

“***Class B Preferred Stock***”shall mean the Class B Exchangeable Convertible Participating Preferred Stock,$0.01 par value per share, of the Company.

 

“***Class C Preferred Stock***”means the Class C Redeemable Preferred Stock, par value $.01 per share, ofthe Company.

 

“***Class D Preferred Stock***”means the Class D Redeemable Preferred Stock, par value $.01 per share, ofthe Company.

 

“***Closing***” shall havethe meaning assigned to that term in Section 2.02.

 

“***Closing Date***” shallhave the meaning assigned to that term in Section 2.02.

 

“***Commission***” shallmean the Securities and Exchange Commission or any similar agency then havingjurisdiction to enforce the Securities Act.

 

“***Common Stock***” shallmean, collectively, the Class A Common and the Class B Common.

 

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“***Company***” shall havethe meaning assigned to that term in the first paragraph of this Agreement.

 

“***Company Indenture***”shall mean the Indenture dated as of June 15, 1997, among the Company andUnited States Trust Company of New York, as Trustee.

 

“***Condition of the Company***”shall mean the assets, business, properties, prospects, operations or financialcondition of the Company and its Subsidiaries, taken as a whole.

 

“***Contingent Obligation***”as applied to any Person, shall mean any direct or indirect liability,contingent or otherwise, of that Person: (i) with respect to any indebtedness, lease, dividend or otherobligation of another Person if the primary purpose or intent of the Personincurring such liability, or the primary effect thereof, is to provideassurance to the obligee of such liability that such liability will be paid ordischarged, or that any agreements relating thereto will be complied with, orthat the holders of such liability will be protected (in whole or in part)against loss with respect thereto; (ii) with respect to any letter of creditissued for the account of that Person or as to which that Person is otherwiseliable for reimbursement of drawings; or (iii) under any foreign exchangecontract, currency swap agreement, interest rate swap agreement or othersimilar agreement or arrangement designed to alter the risks of that Personarising from fluctuations in currency values or interest rates.  Contingent Obligations shall include(a) the direct or indirect guaranty, endorsement (other than for collectionor deposit in the ordinary course of business), co-making, discounting withrecourse or sale with recourse by such Person of the obligation of another,(b) the obligation to make take-or-pay or similar payments if requiredregardless of nonperformance by any other party or parties to an agreement, and(c) any liability of such Person for the obligations of another throughany agreement to purchase, repurchase or otherwise acquire such obligation orany property constituting security therefor, to provide funds for the paymentor discharge of such obligation or to maintain the solvency, financialcondition or any balance sheet item or level of income of another.  The amount of any Contingent Obligation willbe equal to the amount of the obligation so guaranteed or otherwise supportedor, if not a fixed and determined amount, the maximum amount so guaranteed.

 

“***Contractual Obligations***”shall mean as to any Person, any provision of any security issued by suchPerson or of any agreement, undertaking, contract, indenture, mortgage, deed oftrust or other instrument or arrangement (whether in writing or otherwise) towhich such Person is a party or by which it or any of such Person’s property isbound.

 

“***Credit Agreement***”shall mean the Credit Agreement dated as of May 30, 2002, by and among RBCA,certain of its Subsidiaries, the lenders signatory thereto and General ElectricCapital Corporation and GECC Capital Markets Group, Inc. (including withoutlimitation the term loans and revolving loans thereunder, any guarantees andsecurity documents), as amended, extended, renewed, restated, supplemented orotherwise modified (in whole or in part, and without limitation as to amount,terms, conditions, covenants and other provisions) from time to time.

 

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“***December Defaults***”shall mean, collectively, the defaults under Section 4.04 of the RBCA Indenturecaused by the following cash payments: (i) the $518,700 payment by RBCA toSchaublin on December 10, 2002; (ii) the $450,000 payment by RBCA to Schaublinon December 13, 2002; and (iii) the $2,506,530 payment by RBCA to Holdings onDecember 13, 2002.

 

“***Exchange Act***” shallmean the Securities Exchange Act of 1934, as amended, and the rules andregulations of the Commission thereunder.

 

“***Existing Warrants***”shall have the meaning assigned to that term in Section 3.07(a).

 

“***Financial Statements***”******shall mean theAudited Financial Statements and the Unaudited Financial Statements.

 

“***First Purchase Agreement***”shall mean that certain Stock Purchase Agreement dated as of November 20, 2000,among the Company, Michael J. Hartnett, Hartnett Family Investments, L.P. andWhitney Acquisition II, Inc.

 

“***GAAP***” shall meangenerally accepted accounting principles in effect from time to time within theUnited States, consistently applied.

 

“***Governmental Authority***”shall mean the government of any nation, state, city, locality or otherpolitical subdivision of any thereof, any entity exercising executive,legislative, judicial, regulatory or administrative functions of or pertainingto government, regulation or compliance, and any corporation or other entityowned or controlled, through stock or capital ownership or otherwise, by any ofthe foregoing.

 

“***Hartnett***” shall havethe meaning assigned to that term in the first paragraph of this Agreement.

 

“***Indebtedness***” shallmean as to any Person (i) all obligations of such Person for borrowedmoney (including, without limitation, reimbursement and all other obligationswith respect to surety bonds, unfunded credit commitments, letters of creditand bankers’ acceptances, whether or not matured), (ii) all indebtedness,obligations or liability of such Person (whether or not evidenced by notes,bonds, debentures or similar instruments) whether matured or unmatured,liquidated or unliquidated, direct or indirect, absolute or contingent, orjoint or several, that should be classified as liabilities in accordance withGAAP, including, without limitation, any items so classified on a balance sheetand any reimbursement obligations in respect of letters of credit orobligations in respect of bankers acceptances, (iii) all obligations ofsuch Person to pay the deferred purchase price of property or services, excepttrade accounts payable and accrued commercial or trade liabilities arising inthe ordinary course of business, (iv) all interest rate and currencyswaps, caps, collars and similar agreements or hedging devices under whichpayments are obligated to be made by such Person, whether periodically or uponthe happening of a contingency, (v) all indebtedness created or arisingunder any conditional sale or other title retention agreement with respect toproperty acquired by such Person (even though the

 

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rights and remedies of theseller or lender under such agreement in the event of default are limited torepossession or sale of such property), (vi) all obligations of suchPerson under leases which have been or should be, in accordance with GAAP,recorded as capital leases, (vii) all indebtedness secured by any Lien(other than Liens in favor of lessors under leases other than leases includedin clause (vi) above) on any property or asset owned or held by thatPerson regardless of whether the indebtedness secured thereby shall have beenassumed by that Person or is non-recourse to the credit of that Person, and(viii) any Contingent Obligation of such Person.

 

“***Indemnification Shares***”shall have the meaning assigned to that term in Section 8.03.

 

“***Junior Securities***”******shall mean allseries and classes of capital stock of the Company or its successor other thanthe Class A Preferred Stock.

 

“***Lien***” shall mean anymortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, lien(statutory or other), charge, claim, restriction or preference, priority, rightor other security interest or preferential arrangement of any kind or naturewhatsoever including, without limitation, (i) those created under applicablecommunity property laws or similar laws, (ii) those created by, arising underor evidenced by any conditional sale or other title retention agreement, (iii)the interest of a lessor under a capital lease obligation, or (iv) anyfinancing lease having substantially the same economic effect as any of theforegoing.

 

“***MWE***” shall have themeaning assigned to that term in Section 5.07 of this Agreement.

 

“***Party***” and “***Parties***” shall havethe meanings assigned to those terms in the first paragraph of this Agreement.

 

“***Person***” shall meanany individual, firm, corporation, limited liability company, partnership,trust, incorporated or unincorporated association, joint venture, joint stockcompany, Governmental Authority or other entity of any kind, and shall includeany successor (by merger or otherwise) of such entity.

 

“***Prior Purchase Agreements***”shall mean, collectively, the First Purchase Agreement and the Second PurchaseAgreement.

 

“***Purchasers***” shallhave the meaning assigned to that term in the first paragraph of thisAgreement.

 

“***Purchase Price*** shallhave the meaning assigned to that term in Section 2.01.

 

“***RBCA***”******shall have themeaning assigned to that term in the first paragraph of this Agreement.

 

“***RBCA Board***” shallmean the board of directors of RBCA.

 

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“***RBCA Indenture***” shallmean the Indenture dated as of June 15, 1997, among RBCA, certain Subsidiariesof RBCA, and United States Trust Company of New York, as Trustee.

 

“***Requirements of Law***”shall mean as to any Person, provisions of the Certificate of Incorporation andBy-laws or other organizational or governing documents of such Person, or anylaw, treaty, code, rule, regulation, right, privilege, qualification, licenseor franchise or determination of an arbitrator or a court or other GovernmentalAuthority, in each case applicable or binding upon such Person or any of suchPerson’s property or to which such Person or any of such Person’s property issubject or pertaining to any or all of the transactions contemplated orreferred to herein.

 

“***Restated Charter***”shall mean the Amended and Restated Certificate of Incorporation of the Companywhich shall be in effect as of the Closing in the form attached hereto(together with the By-Laws) as Exhibit A.

 

“***Schaublin***” means Schaublin Holdings S.A., a Subsidiary of RBCA.

 

“***SEC Reports***”******shall mean all forms,reports, statements and other documents (including exhibits, annexes,supplements and amendments to such documents) required to be filed by theCompany or any of its Subsidiaries, or sent or made available by any suchPerson to its security holders, under the Exchange Act or the Securities Actsince January 1, 1998.

 

“***Second Purchase Agreement***”shall mean that certain Preferred Stock Purchase Agreement dated as of July 25,2002, among the Company, RBCA, Michael J. Hartnett and Whitney V.

 

“***Securities Act***” shallmean the Securities Act of 1933, as amended, or any similar federal statute,and the rules and regulations thereunder as the same shall be in effect at thetime.

 

“***Senior Preferred Shares***”means, collectively, the Class A Shares and the Indemnification Shares.

 

“***Stated Value***” shallmean, with respect to each Class A Share, an amount equal to $3,000.

 

“***Stockholders Agreement***”shall mean the Amended and Restated Stockholders’ Agreement of the Companyentered into on July 25, 2002, by and among the Purchasers, the Company andcertain other stockholders of the Company.

 

“***Subsidiary***” shallmean, with respect to any Person, a corporation or other entity of which 50% ormore of the voting power of the voting equity securities or equity interest isowned, directly or indirectly, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to“Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries ofthe Company.

 

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“***Transactions***” meansthe purchase and sale transaction contemplated under Section 2.01 hereof,together with all other transactions contemplated hereunder or incidentalthereto.

 

“***Trustee***” means TheBank of New York in its capacity as trustee under the RBCA Indenture, assuccessor to United States Trust Company of New York.

 

“***Unaudited Financial Statements***”shall have the meaning assigned to that term in Section 3.09(b).

 

“***Whitney***” shall meanWhitney & Co, LLC.

 

“***Whitney V***” shall havethe meaning assigned to that term in the first paragraph of this Agreement.

 

“***Whitney Fees***” shallhave the meaning assigned to that term in Section 2.04..

 

**1.02        AccountingTerms: Financial Statements**.  All accounting terms used herein and notexpressly defined in this Agreement shall have the respective meanings given tothem in conformance with GAAP.

 

**1.03        Knowledge ofthe Company**.  All references to the knowledge of the Company or to facts knownby the Company shall mean actual knowledge or notice of Hartnett, Anthony S.Cavalieri, Robert Crawford or Jane Bohrer.

 

**ARTICLE2**

 

**PURCHASE AND SALE OF THE CLASS A SHARES**

 

**2.01        Purchase andSale of the Class A Shares**.  Subject to the terms and conditions setforth herein, at the Closing the Company shall issue and sell to the Purchasers(in the amounts set forth on the attached Schedule I), and thePurchasers shall purchase from the Company, 1,008.41 shares of Class APreferred Stock (the “***Class A Shares***”) for an aggregate cash purchase price of$3,025,230 (the “***Purchase Price***”).

 

**2.02        Closing**. The closing of the purchase and sale of the Class A Shares hereunder(the “***Closing***”)shall take place at the offices of Kirkland & Ellis at 153 East 53rdStreet, New York, New York 10022, at 10:00 A.M. local time on February 4, 2003,or at such other place and hour as the parties may mutually agree.  The date upon which the Closing occurs isreferred to herein as the “**Closing Date**”.

 

**2.03        Paymentfor and Delivery of Class A Shares**.  At the Closing, the Company shall issue anddeliver to each Purchaser stock certificates duly executed and registered inthe name of such Purchaser evidencing ownership of the number of Class A Sharesset forth opposite such Purchaser’s name on the attached Schedule I,against payment by such Purchaser of the portion of the Purchase Price setforth opposite such Purchaser’s name on the attached

 

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Schedule Iby wire transfer of immediately available funds to the account designated bythe Company.

 

**2.04        Whitney Fees and Expenses**.  As consideration for purchasing the Class AShares hereunder, at the Closing the Company or RBCA shall (i) pay a closingfee to Whitney in an amount equal to $151,261.50 and (ii) reimburse Whitney forall fees and expenses (including, but without limitation, reasonable fees,charges and disbursements of counsel and consultants) incurred in connectionwith (A) the preparation, negotiation, execution, delivery and performance ofthis Agreement and any other documents relating to the Transactions, (B) Whitney’sdue diligence investigation of the Company in connection with the Transactions,and (C) the investigation of the events and circumstances leading up to theinvestment hereunder.  The Company orRBCA will pay the closing fee and expenses contemplated by this Section 2.04(collectively, the “***Whitney Fees***”)on the Closing Date by wire transfer of immediately available funds to anaccount or accounts designated by Whitney. In addition, in the event the Transactions are not consummated, theCompany or RBCA will promptly reimburse Whitney for all fees and expensesdescribed in clause (ii) above.

 

**ARTICLE3**

 

**REPRESENTATIONS AND WARRANTIES OF THE COMPANY**

 

Each of theCompany and RBCA hereby jointly and severally represents and warrants to thePurchasers as follows:

 

**3.01        Existenceand Power**.  Each of the Company and its Subsidiaries (i)is a corporation, limited liability company, partnership or similar entity dulyorganized, validly existing and in good standing under the laws of thejurisdiction of its incorporation or formation and (ii) has the power andauthority to execute, deliver and perform its obligations hereunder and inconnection with the Transactions.  Eachof the Company and its Subsidiaries (a) has all requisite power and authorityto own and operate its property, to lease the property it operates as lesseeand to conduct the business in which it is currently, or is currently proposedto be, engaged, and (b) is duly qualified as a foreign corporation orbusiness****entity,licensed and in good standing under the laws of each jurisdiction where itsownership, lease or operation of property or the conduct of its businessrequires such qualification, except in the case of this clause (b) where thefailure to be so qualified would not reasonably be expected to have a materialand adverse effect on the Condition of the Company.

 

**3.02        Authorization;No Contravention**. The execution, delivery and performance by the Company and RBCA of thisAgreement and the Amended Stockholders Agreement, and the consummation of theTransactions: (i) has been duly authorized by all necessary corporateaction on the part of the Company and RBCA; (ii) do not and shall notcontravene the terms of the Restated Charter, the Bylaws or similar governingdocuments of RBCA, or any Requirement of Law applicable to the Company orRBCA’s assets, business or properties; (iii) do not and will not (a) conflictwith, contravene, result in any violation or breach of or default under (withor without the giving of notice or the lapse of time or both), (b) create inany other Person a right or

 

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claim of termination oramendment, or (c) require modification, acceleration or cancellation ofany Contractual Obligation of the Company or any of its Subsidiaries(including, without limitation, the RBCA Indenture, the Company Indenture andthe Credit Agreement), and (iv) do not and shall not result in the creation ofany Lien (or obligation to create a Lien) against any property, asset orbusiness of the Company or any of its Subsidiaries (other than in connectionwith the Credit Agreement), except in the case of clause (iii) above as itpertains to Contractual Obligations other than the Company Indenture, the RBCAIndenture or the Credit Agreement, where such conflict, violation, breach ordefault or right, claim or requirement would not reasonably be expected to havea material adverse effect on the Condition of the Company.

 

**3.03        GovernmentalAuthorization; Third Party Consents**.  Except as set forth on Schedule 3.03,no approval, consent or, compliance, exemption, authorization, or other actionby, or notice to, or filing with, any Governmental Authority or any otherPerson in respect of any Requirement of Law or Contractual Obligation, and nolapse of a waiting period under a Requirement of Law or Contractual Obligation,is necessary or required in connection with the execution, delivery orperformance by, or enforcement against, the Company or its Subsidiaries of thisAgreement, the Amended Stockholders Agreement or the consummation of theTransactions (including, without limitation, the payment of the Whitney Feesand the creation and performance of the obligations under Article 8hereof).

 

**3.04        Binding Effect**.  Each of this Agreement and the Amended StockholdersAgreement has been duly executed and delivered by the Company and RBCA and thisAgreement constitutes the legal, valid and binding obligation of the Companyand RBCA enforceable against the Company and RBCA in accordance with its terms,except as enforceability may be limited by applicable bankruptcy, insolvency orother similar laws affecting the enforcement of creditors’ rights generally andby general principles of equity relating to enforceability.

 

**3.05        Compliance with Laws; Private Sale; VotingAgreements.**

 

### (a)           SinceJuly 25, 2002, neither the Company nor any of its Subsidiaries have failed tocomply with any Requirement of Law in any material respect (other than anyinstance of noncompliance reflected in Schedule 3.06 to the Second PurchaseAgreement).

###  

### (b)           TheCompany has not violated any applicable federal or state securities laws inconnection with the offer, sale and issuance of any of its capital stock.  Assuming the accuracy of the Purchaser’srepresentations and warranties contained herein, neither the offer, sale andissuance of the Class A Shares hereunder nor the issuance and delivery of anyIndemnification Shares hereunder requires or will require registration underthe Securities Act or any state securities laws.

###  

### (c)           Tothe Company’s knowledge, other than the Stockholders Agreement there are noagreements obligating any of its stockholders to vote as directed by anotherPerson or any proxies granted by any stockholder.

 

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**3.06        No Default or Breach**.  Except for the December Defaults and as setforth on Schedule 3.06, the Company and its Subsidiaries are in compliancewith all obligations arising under the Credit Agreement, the Indenture, theCompany Indenture and each other material Contractual Obligation of the Companyor its Subsidiaries, except in the case of such other material ContractualObligation of the Company or its Subsidiaries as would not reasonably beexpected to have a material adverse effect on the Condition of the Company.  Neither the creation nor performance of anyof the obligations of the Company or RBCA under this Agreement or the AmendedStockholders Agreement or the consummation of the Transactions constitute, norwith the giving of notice or lapse of time or both would constitute, a defaultunder or with respect to the Credit Agreement, the RBCA Indenture, the CompanyIndenture or any other material Contractual Obligation of the Company or anySubsidiary, except in the case of such other material Contractual Obligation ofthe Company or its Subsidiaries as would not reasonably be expected to have amaterial adverse effect on the Condition of the Company.

 

**3.07        Capitalization; Class A Shares andConversion Shares.**

 

### (a)           Asof the date hereof prior to the issuance of the Senior Preferred Shares: (i)the authorized capital stock of the Company consists of 10,000,000 sharesof Class A Common, 10,000,000 shares of Class B Common, 15,500****shares of Preferred Stock, 240,000 sharesof Class B Preferred Stock, 900,000 shares of Class C Preferred Stock, and240,000 shares of Class D Preferred Stock; (ii) the issued and outstandingcapital stock of the Company consists of 2,475,460.8 shares ofClass A Common, 100 shares of Class B Common and 240,000 sharesof Class B Preferred Stock; (iii) no shares of Preferred Stock, Class CPreferred Stock or Class D Preferred Stock are issued or outstanding;(iv) sufficient****shares ofClass A Common are reserved for issuance upon conversion of theClass B Common; (v) sufficient number of Class A Common Stock, ClassC Preferred Stock and Class D Preferred Stock are reserved for issuance uponconversion or exchange of the Class B Preferred Stock; (vi) 476,847 sharesof Class A Common and 549,146 shares of Class B Common are reserved forissuance upon the exercise of outstanding warrants (the “***Existing Warrants***”); and (vii) sufficient shares ofClass A Common are reserved for issuance pursuant to the exercise of stockoptions issued or issuable in accordance with the terms of one or more stockoption plans of the Company, which plans shall have been approved by the Boardof Directors (“***Management Options***”).  The Management Options, the ExistingWarrants and all outstanding shares of capital stock of the Company have beenduly authorized by all necessary corporate action.  All outstanding shares of capital stock of the Company are, andshares of Common Stock, Class C Preferred Stock and Class D Preferred Stockissuable upon exercise of the outstanding Class B Preferred Stock, ManagementOptions or the Existing Warrants or upon the conversion of the Class B CommonStock, when issued and paid for in accordance with the provisions of thoseinstruments, shall be, validly issued, fully paid and nonassessable and shallbe free and clear of all Liens (other than Liens arising under the StockholdersAgreement or pursuant to applicable securities laws) other than Liens on theassets of, or arising from actions of, the holders of such securities.  Other than the outstanding Class B PreferredStock, the Management Options and the Existing Warrants, as of the date hereofthere are no outstanding securities convertible into or exchangeable forcapital stock of the Company or options, warrants or other rights to purchaseor subscribe to capital stock of the Company or contracts, commitments,agreements, understandings or arrangements of any kind to which the

 

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Company is a party relating tothe issuance of any capital stock of the Company, any such convertible or exchangeablesecurities or any such options, warrants or rights.

###  

### (b)           TheClass A Shares have been duly authorized and, when issued, paid for anddelivered in accordance with this Agreement, will be validly issued, fully paidand nonassessable, and will be free of any Liens (other than any restrictionson transfer under state and/or federal securities laws or the StockholdersAgreement) other than Liens on the assets of, or arising from actions of, thePurchasers.  If issued in accordancewith the provisions hereof, the Indemnification Shares will be duly authorized,validly issued, fully paid and nonassessable, and will be free of any Liens(other than any restrictions on transfer under state and/or federal securitieslaws or the Stockholders Agreement) other than Liens on the assets of, orarising from actions of, the Purchasers. The Indemnification Shares have been duly reserved for issuance pursuantto Article 8 hereof.  The issuanceand delivery of the Class A Shares and the Indemnification Shares are not subjectto any preemptive right of any stockholder of the Company or to any right offirst refusal or other similar right in favor of any Person which has not beenwaived.

###  

**3.08        Subsidiaries.**

 

### (a)           Schedule3.08 sets forth a complete and accurate list of all of the Subsidiaries ofthe Company together with their respective jurisdictions of incorporation ororganization.  All of the outstandingshares of capital stock of, or other equity interests in, the Subsidiaries arevalidly issued, fully paid and nonassessable. Except as set forth on Schedule 3.08, as of the Closing Date, allof the outstanding shares of capital stock of, or other ownership interests in,each of the Subsidiaries are owned by the Company or by a wholly ownedSubsidiary free and clear of any Liens other than those related to the CompanyIndenture and the Credit Agreement.  NoSubsidiary has outstanding options, warrants, subscriptions, calls, rights,convertible securities or other agreements or commitments obligating theSubsidiary to issue, transfer or sell any securities of the Subsidiary.

###  

### (b)           Exceptfor the Subsidiaries of the Company, the Company does not own of record orbeneficially, directly or indirectly, (i) any shares of outstanding capitalstock or securities convertible into capital stock of any other corporation,and (ii) any equity, voting or participating interest in any limited liabilitycompany, partnership, joint venture or other non-corporate businessenterprises.

 

**3.09        SEC Reports; Financial Condition.**

 

### (a)           TheCompany and its Subsidiaries have filed all SEC Reports and have made availableto the Purchasers each SEC Report.  TheSEC Reports, including, without limitation, any financial statements orschedules included or incorporated therein by reference, (i) comply in allmaterial respects with the requirements of the Exchange Act or the SecuritiesAct or both, as the case may be, applicable to those SEC Reports and (ii) didnot at the time they were filed contain any untrue statement of a material factor omit to state a material fact required

 

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to be stated or necessary inorder to make the statements made in those SEC Reports, in light of thecircumstances under which they were made, not misleading.

###  

### (b)           TheCompany has furnished the Purchasers with true and complete copies of (i) theaudited consolidated balance sheets of the Company and its Subsidiaries as oftheir fiscal year end for each of 1999, 2000, 2001 and the related consolidatedstatements of income, stockholders’ equity and cash flow, together with thenotes thereto, of the Company and its Subsidiaries for the years then ended,together with the report of, with respect to fiscal years 1900 and 2000, ArthurAndersen LLP, and with respect to fiscal year 2001, Ernst & Young, LLPthereon (the “***Audited Financial Statements***”), and (ii)the unaudited consolidated balance sheets of the Company and its Subsidiariesas of September 30, 2002 and the related consolidated statements of income,stockholders’ equity and cash flow, together with the notes thereto, of theCompany and its Subsidiaries for the fiscal quarter ended September 30, 2002(the “***Unaudited Financial Statements***”).  The Audited Financial Statements and theUnaudited Financial Statements accurately and fairly present, in all materialrespects, the consolidated financial position of the Company and itsSubsidiaries as of the respective dates thereof, and the consolidated resultsof operations and cash flows of the Company and its Subsidiaries as of the respectivedates or for the respective periods set forth therein, all in conformity withGAAP consistently applied during the periods involved, except as otherwise setforth in the notes thereto and subject, in the case of the Unaudited FinancialStatements, to normal year-end audit adjustments.  As of the dates of the Financial Statements, the Company had noobligation, indebtedness or liability (whether accrued, absolute, contingent orotherwise, known or unknown, and whether due or to become due), which was notreflected or reserved against in the balance sheets or the notes thereto whichare part of the Financial Statements, except for those incurred in the ordinarycourse of business and which are fully reflected on the Company’s books ofaccount and which, individually or in the aggregate, would not have a materialadverse effect on the Condition of the Company.

###  

**3.10        Disclosure**.  This Agreement, together with all exhibitsand schedules hereto, and the agreements, certificates and other documentsfurnished to the Purchasers or their Affiliates by the Company and itsSubsidiaries at the Closing, do not contain any untrue statement of a materialfact or omit to state a material fact necessary in order to make the statementscontained herein or therein, in the light of the circumstances under which theywere made, not misleading.

 

**3.11        Absenceof Certain Changes or Events**.  Since September 28, 2002, except as setforth on Schedule 3.15 to the Second Purchase Agreement or Schedule3.11 hereto, neither the Company nor any of its Subsidiaries has(i) issued any stock, bonds or other corporate securities,(ii) borrowed any amount or incurred any liabilities (absolute orcontingent), other than in the ordinary course of business, in excess of$100,000, (iii) discharged or satisfied any Lien or incurred or paid anyobligation or liability (absolute or contingent), other than in the ordinarycourse of business, in excess of $100,000, (iv) declared or made anypayment or distribution to stockholders or purchased or redeemed any shares ofits capital stock or other securities, (v) mortgaged, pledged or subjectedto Lien any of its assets, tangible or intangible, (vi) sold, assigned ortransferred any of its tangible assets, other than sales of inventory or obsoleteequipment in the ordinary course of business, or canceled any debts or claims,(vii) sold,

 

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assigned, licensed (other thangrant of non-exclusive licenses in the ordinary course of business) ortransferred any patents, trademarks, trade names, copyrights, trade secrets orother intangible assets, (viii) suffered any losses of property, or waivedany rights of substantial value, (ix) suffered any adverse change in theCondition of the Company, (x) granted any bonuses or extraordinary salaryincreases other than in the ordinary course of business, (xi) entered intoany transaction involving consideration in excess of $250,000 other than in theordinary course of business or as contemplated hereby or (xii) entered intoany agreement or transaction, or amended or terminated any agreement, with anAffiliate (other than this Agreement).

 

**3.12        Broker’s,Finder’s or Similar Fees**.  Except as provided in Section 2.04 or feespayable to lenders under the Credit Agreement, there are no brokeragecommissions, finder’s fees or similar fees or commissions payable in connectionwith the Transactions based on any agreement, arrangement or understanding withthe Company or any of its Subsidiaries or on any action taken by any such Person.

 

**3.13        PotentialConflicts of Interest**.  Except as set forth in Schedule 3.21to the Second Purchase Agreement and except for the arrangements provided inthis Agreement, no officer, director, stockholder or other security holder ofthe Company or any of its Subsidiaries (other than any Purchaser or itsAffiliates):  (i) owns, directly orindirectly, any interest in (excepting less than 5% stock holdings forinvestment purposes in securities of publicly held and traded companies), or isan officer, director, employee or consultant of, any Person that is, or isengaged in business as, a competitor, lessor, lessee, supplier, distributor,sales agent or customer of, or lender to or borrower from, the Company or anyof its Subsidiaries; (ii) owns, directly or indirectly, in whole or in part,any tangible or intangible property that the Company or any of its Subsidiariesuses in the conduct of business; or (iii) has any cause of action or otherclaim whatsoever against, or owes or has advanced any amount to, the Company orany of its Subsidiaries, except for claims in the ordinary course of businesssuch as for accrued vacation pay, accrued benefits under employee benefitplans, and similar matters and agreements existing on the date hereof.

 

**3.14        Cure of December Defaults**.  Upon the Closing of the sale and issuance ofthe Class A Shares, the contribution of the proceeds therefrom to RBCA ascontemplated by Section 7.02 and the redesignation of Schaublin Holdings S.A.,Schaublin SA, J. Bovagnet SA and Myonic SAS Les Ulis (F) as “restrictedsubsidiaries” under the RBCA Indenture and the Company Indenture, the DecemberDefaults will have been cured, will cease to be continuing and will no longerserve as the basis for an “Event of Default” under the RBCA Indenture.

 

**3.15        Restated Charter**. The Restated Charter has not been amended, restated, altered or modifiedsince July 25, 2002.

 

**3.16        Inducement**.  The Company and RBCA acknowledge that thePurchasers have been induced to enter into this Agreement and the Transactionsby, among other things, the representations and warranties contained in thisArticle 3.

 

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**ARTICLE4**

 

**REPRESENTATIONS AND**

**WARRANTIES OF THE PURCHASERS**

 

**4.01        Representationsand Warranties of Whitney V**.  Whitney V hereby represents and warrants tothe Company and RBCA as follows:

 

### (a)           Authorization;No Contravention.  The execution,delivery and performance by it of this Agreement and the Amended StockholdersAgreement (i) is within its power and authority and has been duly authorized byall necessary action, (ii) does not contravene the terms of its organizationaldocuments or any amendment thereof, and (iii) shall not violate, conflict withor result in any breach or contravention of any Requirement of Law or any ofits Contractual Obligations, or any order or decree directly relating to it.

###  

### (b)           BindingEffect.  This Agreement and theAmended Stockholders Agreement has been duly executed and delivered by it andeach of such agreements constitutes its legal, valid and binding obligation,enforceable against it in accordance with its terms, except as enforceabilitymay be limited by applicable bankruptcy, insolvency, or similar laws affectingthe enforcement of creditors’ rights generally or by equitable principlesrelating to enforceability.

###  

### (c)           SecuritiesLaws Matters.  The Senior PreferredShares to be acquired by Whitney V pursuant to this Agreement are being orshall be acquired for its own account and with no intention of distributing orreselling such securities or any part thereof in any transaction that would bein violation of the securities laws of the United States of America, or anystate, without prejudice, however, to its right at all times to sell orotherwise dispose of all or any part of its Senior Preferred Shares under aneffective registration statement under the Securities Act, or under anexemption from such registration available under the Securities Act, andsubject, nevertheless, to the disposition of its property being at all timeswithin its control.  If Whitney V shouldin the future decide to dispose of any of its Senior Preferred Shares, WhitneyV understands and agrees that it may do so only in compliance with theSecurities Act, applicable state securities laws and the StockholdersAgreement, each as then in effect. Whitney V agrees to the imprinting of a legend on the certificatesrepresenting all of its Senior Preferred Shares in the form and substance setforth in Section 2.1 of the Stockholders Agreement.

###  

### (d)           GovernmentalAuthorization; Third Party Consent. No approval, consent, compliance, exemption, authorization, or otheraction by, or notice to, or filing with, any Governmental Authority or anyother Person in respect of any Requirement of Law, and no lapse of a waitingperiod under a Requirement of Law, is necessary or required in connection withthe execution, delivery or performance by it or enforcement against it of thisAgreement or the transactions contemplated hereby.

###  

### (e)           Broker’s,Finder’s or Similar Fees.  Except asprovided in Section 2.04, there are no brokerage commissions, finder’s fees orsimilar fees or commissions payable in

 

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connection with thetransactions contemplated hereby based on any agreement, arrangement orunderstanding with Whitney V or any of its Affiliates or on any action taken byany such Person.

###  

**4.02        Representationsand Warranties of Hartnett**.  Hartnett hereby represents and warrants tothe Company as follows:

 

### (a)           Authorization;No Contravention.  Hartnett iscompetent and has all requisite authority to execute, deliver and perform hisobligations under this Agreement and the Amended Stockholders Agreement.  The execution, delivery and performance byHartnett of this Agreement and the Amended Stockholders Agreement shall notviolate, conflict with or result in any breach or contravention of anyRequirement of Law or any of his, the Company’s or its Subsidiaries’Contractual Obligations, or any order or decree directly relating to him orsuch other Persons.

###  

### (b)           BindingEffect.  Each of this Agreement andthe Amended Stockholders Agreement constitutes a legal, valid and bindingobligation of Hartnett, enforceable against him in accordance with its terms,except as enforceability may be limited by applicable bankruptcy, insolvency,or similar laws affecting the enforcement of creditors’ rights generally or byequitable principles relating to enforceability.

###  

### (c)           SecuritiesLaws Matters.  The Senior PreferredShares to be acquired by Hartnett pursuant to this Agreement are being or shallbe acquired for his own account and with no intention of distributing orreselling such securities or any part thereof in any transaction that would bein violation of the securities laws of the United States of America, or anystate, without prejudice, however, to his right at all times to sell orotherwise dispose of all or any part of his Senior Preferred Shares under aneffective registration statement under the Securities Act, or under anexemption from such registration available under the Securities Act, andsubject, nevertheless, to the disposition of its property being at all timeswithin its control.  If Hartnett shouldin the future decide to dispose of any of his Senior Preferred Shares, Hartnettunderstands and agrees that he may do so only in compliance with the SecuritiesAct, applicable state securities laws and the Stockholders Agreement, each asthen in effect.  Hartnett agrees to theimprinting of a legend on the certificates representing his Senior PreferredShares in the form and substance set forth in Section 2.1 of the StockholdersAgreement.

###  

### (d)           Broker’s,Finder’s or Similar Fees.  There areno brokerage commissions, finder’s fees or similar fees or commissions payablein connection with the transactions contemplated hereby based on any agreement,arrangement or understanding with Hartnett or any action taken by Hartnett.

###  

### (e)           GovernmentalAuthorization; Third Party Consent. No approval, consent, compliance, exemption, authorization, or otheraction by, or notice to, or filing with, any Governmental Authority or anyother Person in respect of any Requirement of Law, and no lapse of a waitingperiod under a Requirement of Law, is necessary or required in connection withthe execution, delivery or performance by Hartnett or enforcement againstHartnett of this Agreement or the transactions contemplated hereby.

 

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**ARTICLE5**

 

**CONDITIONS TO THE OBLIGATIONS OF THE**

**PURCHASERS TO PURCHASE THE CLASS A SHARES**

 

The obligationof the Purchasers to purchase the Class A Shares from the Company at theClosing shall be subject to the satisfaction of, or waiver by the Purchasersof, the following conditions precedent on or before the Closing Date; *provided, however*,that the waiver by the Purchasers of any condition set forth in this Article 5shall not be deemed a waiver of any breach of any representation, warranty,agreement, term or covenant or of any misrepresentation by the Company, exceptto the extent expressly so waived.

 

**5.01        Representationsand Warranties**.** **The representations and warranties of the Company and RBCAcontained herein shall be true and correct in all material respects (other thanany such representations and warranties that are qualified by materiality ormaterial adverse effect, which shall be true and correct in all respects) atand as of the Closing Date (except for representations and warranties made asto a specific date, which representations and warranties shall be true and correctat and as of such date).

 

**5.02        Consentsand Approvals**.  All consents, exemptions, authorizations, orother actions by, or notices to, or filings with, Governmental Authorities andother Persons in respect of all Requirements of Law and with respect to thosematerial Contractual Obligations of the Company and its Subsidiaries necessary,desirable, or required in connection with the execution, delivery orperformance by the Company and RBCA, or enforcement against the Company andRBCA, of this Agreement shall have been obtained and be in full force andeffect, and the Purchasers shall have been furnished with appropriate evidencethereof.

 

**5.03        NoMaterial Judgment or Order**.  There shall not be any judgment or order ofa court of competent jurisdiction or any ruling of any Governmental Authorityor any condition imposed under any Requirement of Law which, in the reasonablejudgment of the Purchasers, would prohibit the purchase of the Class A Shareshereunder or subject the Purchasers to any material penalty or othercommercially unreasonable condition under or pursuant to any Requirement of Lawif the Class A Shares were to be purchased hereunder.

 

**5.04        No Litigation**. No action, suit, investigation or proceeding before any court or anyGovernmental Authority shall have been commenced against the Purchasers, theCompany or any of its Subsidiaries (i) seeking to restrain, prevent orchange the transactions contemplated hereby or questioning the validity orlegality of any of such transactions, or (ii) which would, if resolvedadversely to any such Person, severally or in the aggregate, have a materialadverse effect on the Condition of the Company.

 

**5.05        Purchaseof Securities Permitted by Applicable Laws**.  The acquisition of and payment for the ClassA Shares hereunder and the consummation of each of the other Transactions (i)shall not be prohibited by any Requirement of Law, (ii) shall not subject thePurchasers to any material penalty or other commercially unreasonable conditionunder or

 

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pursuant to any Requirement ofLaw, and (iii) shall be permitted by all Requirements of Law to which thePurchasers or the Transactions are subject.

 

**5.06        Restated Charter**.  The Company shall have delivered to thePurchasers a copy of the Restated Charter certified by the Secretary of Stateof Delaware as of a recent date.

 

**5.07        Opinions of Counsel**.  The Purchasers shall have received theopinions of McDermott, Will & Emery, the Company and RBCA’s legal counsel(“MWE”), dated as of the Closing Date, in form and substance attachedhereto as Exhibit D and Exhibit E.

 

**5.08        GoodStanding Certificates**.  The Company shall have delivered to thePurchasers as of the Closing Date, good standing certificates for the Companyand RBCA for each of their respective jurisdictions of incorporation, in eachcase dated within five (5) days of the Closing Date.

 

**5.09        Officer’sCertificate**.  The Purchasers shall have received a certificate of the Company’schief executive officer and chief financial officer dated as of the ClosingDate certifying:

 

#### (i)            that the closing conditions setforth in Sections 5.01 through 5.06 have been satisfied;

####  

#### (ii)           that the resolutions of the Board ofDirectors attached thereto (which resolutions shall have, among other things,(A) authorized all of the Transactions to which the Company is a party, (B)approved this Agreement and the Amended Stockholders Agreement, (C) authorizedthe Company to make the Capital Contribution; and (D) set forth the Board ofDirectors’ determination that the terms of the Transactions are no lessfavorable to the Company or its Subsidiaries than those that could be obtainedas of the Closing Date in arms’-length dealings with a Person who is not anAffiliate of the Company or its Subsidiaries) were duly adopted and have notbeen rescinded or amended;

####  

#### (iii)          that the resolutions of the“disinterested” members of the Board of Directors attached thereto (whichresolutions shall have, among other things, (A) authorized all of theTransactions to which the Company is a party, (B) approved this Agreement, and(C) determined that the terms of the Transactions are no less favorable to theCompany or its Subsidiaries than those that could be obtained as of the ClosingDate in arms’-length dealings with a Person who is not an Affiliate of theCompany or its Subsidiaries) were duly adopted and have not been rescinded oramended;

####  

#### (iv)          that other than the December Defaults,there are no “defaults” or “events of default” in existence and continuingunder the RBCA Indenture, the Company Indenture or the Credit Agreement; and

 

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#### (v)           as to the incumbency and specimensignature of each officer of the Company executing this Agreement on behalf ofthe Company.

####  

**5.10        RBCA Officer’sCertificate**.  The Purchasers shall have received a certificate of RBCA’s chiefexecutive officer and chief financial officer dated as of the Closing Datecertifying:

 

#### (i)            that the closing conditions setforth in Sections 5.01 through 5.06 have been satisfied;

####  

#### (ii)           that the resolutions of the RBCABoard attached thereto (which resolutions shall have, among other things, (A)authorized all of the Transactions to which RBCA is a party, (B) approved thisAgreement, (C) authorized RBCA to accept the Capital Contribution; and (D)determined that the terms of the Transactions are no less favorable to theCompany or its Subsidiaries than those that could be obtained as of the ClosingDate in arms’-length dealings with a Person who is not an Affiliate of theCompany or its Subsidiaries) were duly adopted and have not been rescinded oramended;

####  

#### (iii)          that the resolutions of the“disinterested” members of the RBCA Board attached thereto (which resolutionsshall have, among other things, (A) authorized all of the Transactions to whichRBCA is a party, (B) approved this Agreement, and (C) determined that the termsof the Transactions are no less favorable to the Company or its Subsidiariesthan those that could be obtained as of the Closing Date in arms’-lengthdealings with a Person who is not an Affiliate of the Company or itsSubsidiaries) were duly adopted and have not been rescinded or amended;

####  

#### (iv)          that other than the December Defaults,there are no “defaults” or “events of default” in existence and continuingunder the RBCA Indenture, the Company Indenture or the Credit Agreement; and

####  

#### (v)           as to the incumbency and specimensignature of each officer of RBCA executing this Agreement on behalf of theRBCA.

####  

**5.11        Amended Stockholders Agreement**.  With respect to each Purchaser, the AmendedStockholders Agreement shall have been duly executed and delivered by all ofthe parties thereto (other than such Purchaser).

 

**5.12        Contemporaneous Participation**.  With respect to each Purchaser, the otherPurchaser shall have contemporaneously funded its portion of the Purchase Priceas contemplated in Section 2.03.

 

**5.13        Payment of Whitney Fees**.  With respect to Whitney V, the Company orRBCA shall have paid the Whitney Fees to Whitney and its counsel, as applicable,in accordance with Whitney’s written instructions.

 

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**ARTICLE6**

 

**CONDITIONS TO THE OBLIGATIONS OF THE COMPANY**

**TO SELL AND ISSUE THE CLASS A SHARES**

 

Theobligations of the Company to sell and issue the Class A Shares to thePurchasers shall be subject to the satisfaction of, or waived by, the Companyof the following conditions precedent on or before the Closing Date.

 

**6.01        Purchase Price**.  The Purchasers shall have delivered thePurchase Price to the Company as contemplated under Section 2.03.

 

**6.02        Representations and Warranties**.  The representations and warranties of thePurchasers contained herein shall be true and correct in all material respects(other than any such representations and warranties that are qualified bymateriality or material adverse effect, which shall be true and correct in allrespects) at and as of the Closing Date (except for representations andwarranties made as to a specific date, which representations and warrantiesshall be true and correct at and as of such date).

 

**6.03        No MaterialJudgment or Order**.  There shall not be on the Closing Date anyjudgment or order of a court of competent jurisdiction or any ruling of anyGovernmental Authority or any condition imposed under any Requirement of Lawwhich, in the reasonable judgment of the Company, would prohibit the purchaseof the Class A Shares hereunder or subject the Company to any penalty or othercommercially unreasonable condition under or pursuant to any Requirement of Law.

 

**6.04        No Litigation**.  No action, suit, investigation or proceedingbefore any court or any Governmental Authority shall have been commencedagainst the Purchasers, the Company, or any of its Subsidiaries seeking torestrain, prevent or change the transactions contemplated hereby or questioningthe validity or legality of any of such transactions.

 

**6.05        Sale of Securities Permitted byApplicable Laws**. The sale and issuance of the Class A Shares hereunder and theconsummation of each of the other Transactions shall not be prohibited by anyRequirement of Law.

 

**6.06        AmendedStockholders Agreement**.  The Amended Stockholders Agreement shall have been duly executedand delivered by all of the parties thereto (other than the Company).

 

**ARTICLE7**

 

**COVENANTS**

 

**7.01        PublicAnnouncements**.  The Parties agree to consult with each otherbefore issuing any press release or making any public statement with respect tothis Agreement or the Transactions and, except as may be required by applicablelaw or the rules of, or any listing

 

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agreement with, any nationalsecurities exchange, shall not issue any such press release or make any suchpublic statement prior to such consultation.

 

**7.02        Use of Proceeds**.  Immediately upon receipt of the cashproceeds from the sale of the Class A Shares hereunder, the Company shallcontribute such proceeds to the capital of RBCA (the “***Capital Contribution***”).

 

**7.03        Schaublin Refinancing; Redesignation**.  The Company and RBCA hereby covenant andagree that promptly following the Closing, the Company and RBCA will cause allindebtedness of Schaublin to be refinanced pursuant to an amendment of theCredit Agreement to be entered into by the Company and certain of itsSubsidiaries immediately following the Closing.  Promptly following consummation of the refinancing of theSchaublin indebtedness and the release of the related Liens on the capitalstock and assets of Schaublin and its Subsidiaries, the Company and RBCA willredesignate each of Schaublin Holdings S.A., Schaublin SA, J. Bovagnet SA andMyonic SAS Les Ulis (F) as a “restricted subsidiary” under the CompanyIndenture and the RBCA Indenture.  TheCompany and RBCA acknowledge that the Purchasers have been induced to enterinto this Agreement and the Transactions by, among other things, the covenantsand agreements contained in this Section 7.03.

 

**7.04        Trustee Matters**.  The Company and RBCA hereby covenant andagree that not later than the next Business Day after the Closing Date, RBCAwill, and the Company shall cause RBCA to, deliver to the Trustee a notice inthe exact form and substance attached hereto as Exhibit B, together withthe opinion of MWE in the exact form and substance attached hereto as ExhibitC.  The Company and RBCA acknowledgethat the Purchasers have been induced to enter into this Agreement and theTransactions by, among other things, the covenants and agreements contained inthis Section 7.04.

 

**7.05        Covenant to Consult with Whitney**.  The Company and RBCA hereby covenant andagree, and they agree to cause their respective executive officers, to consultwith representatives of Whitney regarding significant events or circumstancesaffecting the Company or its Subsidiaries’ compliance with obligations arisingunder the RBCA Indenture, the Company Indenture, the Credit Agreement, theExchange Act and the rules and regulations of the Commission (i) when possible,prior to the occurrence of such events or circumstances, and (ii) when priorconsultation is not possible, promptly following the occurrence of such eventsor circumstances.  For the avoidance ofdoubt, any event or circumstance that would or could reasonably be expected toresult in a default or event of default under any of the foregoing shall bedeemed to be a “significant event or circumstance” under this Section7.04.  The Company and RBCA acknowledgethat Whitney V has been induced to enter into this Agreement and theTransactions by, among other things, the covenants and agreements contained inthis Section 7.05.  This Section7.05 will survive so long as Whitney V or its Affiliates continue to hold 20%of the aggregate capital stock of the Company they collectively hold as of theClosing.

 

**7.06        Restrictive Covenants**.  So long as any Class A Shares areoutstanding, except as expressly contemplated in connection with theTransactions, neither the Company nor any of its Subsidiaries will make anypayment outside the ordinary course of business (including, without

 

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limitation, any (i) dividendsor repurchases of capital stock (other than in respect of the Senior PreferredStock), (ii) investments or (iii) capital expenditures (other than capitalexpenditures contemplated in the Company’s budget as approved by the Board ofDirectors with the affirmative participation of directors designated by Whitneyor its Affiliates) without the prior written consent of the holders of amajority of the outstanding Senior Preferred Shares.

 

**ARTICLE8**

 

**INDEMNIFICATION**

 

**8.01        Indemnification**.  In addition to all other sums due hereunderor provided for in this Agreement, the Company agrees to indemnify and holdharmless the Purchasers and their Affiliates and each of their respectiveofficers, directors, agents, employees, Subsidiaries, partners, members,attorneys, accountants and controlling persons (each, an “*Indemnified Party*”) to thefullest extent permitted by law from and against any and all losses, claims,damages (other than consequential damages or lost profits), expenses (including,without limitation, reasonable fees, disbursements and other charges of counseland costs of investigation incurred by an Indemnified Party in any action orproceeding between the Company (or any of its Subsidiaries) and suchIndemnified Party (or Indemnified Parties) or between an Indemnified Party (orIndemnified Parties) and any third party or otherwise) or other liabilities,losses, or diminution in value (collectively, “*Liabilities*”) resulting fromor arising out of any breach of any representation or warranty, covenant oragreement of the Company or any of its Subsidiaries in this Agreement,including without limitation, the failure to make payment when due of amountsowing pursuant to this Agreement, on the due date thereof; *provided, however*, that theCompany shall not be liable under this Section 8.01 to an Indemnified Party:(a) for any amount paid by the Indemnified Party in settlement of claims by theIndemnified Party without the Company’s consent (which consent shall not beunreasonably withheld), (b) to the extent that it is finally judiciallydetermined that such Liabilities resulted primarily from the willful misconductor gross negligence of such Indemnified Party or (c) to the extent that it isfinally judicially determined that such Liabilities resulted primarily from thebreach by such Indemnified Party of any representation, warranty, covenant orother agreement of such Indemnified Party contained in this Agreement; *provided,further*, that if and to the extent that such indemnification isunenforceable for any reason, the Company shall make the maximum contributionto the payment and satisfaction of such Liabilities which shall be permissibleunder applicable laws.  In connectionwith the obligation of the Company to indemnify for expenses as set forthabove, the Company further agrees, upon presentation of appropriate invoicescontaining reasonable detail, to reimburse each Indemnified Party for all suchexpenses (including, without limitation, fees, disbursements and other chargesof counsel and costs of investigation incurred by an Indemnified Party in anyaction or proceeding between the Company (or any of its Subsidiaries) and suchIndemnified Party (or Indemnified Parties) or between an Indemnified Party (orIndemnified Parties) and any third party or otherwise) as they are incurred bysuch Indemnified Party; *provided, however*, that if an IndemnifiedParty is reimbursed hereunder for any expenses, such reimbursement of expensesshall be refunded to the extent it is finally judicially determined that theLiabilities in question resulted primarily from (i) the willful misconduct orgross negligence of such Indemnified Party or (ii) the breach by suchIndemnified Party of any

 

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representation, warranty,covenant or other agreement of such Indemnified Party contained in thisAgreement.

 

**8.02        Procedure; Notification**.  Each Indemnified Party under this Article 8shall, promptly after the receipt of notice of the commencement of any action,investigation, claim or other proceeding against such Indemnified Party inrespect of which indemnity may be sought from the Company under this Article 8,notify the Company in writing of the commencement thereof.  The omission of any Indemnified Party so tonotify the Company of any such action shall not relieve the Company from anyliability which it may have to such Indemnified Party unless, and only to theextent that, such omission results in the forfeiture by any such Person ofsubstantive rights or defenses.  In caseany such action, claim or other proceeding shall be brought against anyIndemnified Party and it shall notify the Company of the commencement thereof,the Company shall be entitled to assume the defense thereof at its own expense,with counsel satisfactory to such Indemnified Party in its reasonable judgment;*provided,however*, that any Indemnified Party may, at its own expense, retainseparate counsel to participate in such defense.  Notwithstanding the foregoing, in any action, claim or proceedingin which the Company, on the one hand, and an Indemnified Party, on the otherhand, is, or is reasonably likely to become, a party, such Indemnified Partyshall have the right to employ separate counsel at the expense of the Companyand to control its own defense of such action, claim or proceeding if, in thereasonable opinion of counsel to such Indemnified Party, a conflict orpotential conflict exists between the Company, on the one hand, and suchIndemnified Party, on the other hand, that would make such separaterepresentation advisable; *provided, however*, that in no event shallthe Company be required to pay fees and expenses under this Article 8 for morethan one firm of attorneys in any jurisdiction in any one legal action or groupof related legal actions.  The Companyagrees that it shall not, without the prior written consent of the Purchasers,settle, compromise or consent to the entry of any judgment in any pending orthreatened claim, action or proceeding relating to the matters contemplatedhereby (if any Indemnified Party is a party thereto or has been actuallythreatened to be made a party thereto) unless such settlement, compromise orconsent includes an unconditional release of the Purchasers and each otherIndemnified Party from all liability arising or that may arise out of suchclaim, action or proceeding.  TheCompany shall not be liable for any settlement of any claim, action orproceeding effected against an Indemnified Party without its written consent,which consent shall not be unreasonably withheld.

 

**8.03        Manner of Payment**.  Any indemnification of the IndemnifiedParties pursuant to Section 8.01 shall be paid by the Company by wire transferof immediately available funds to an account designated by the applicablePurchaser.  Notwithstanding theforegoing to the contrary, if the Company delivers to the Purchasers an opinionof outside counsel of the Company (a “*Blockage Opinion*”), relying upon any factsprovided by the Company and cited in such opinion, in form and substance reasonablysatisfactory to the Purchasers, to the effect that a Contractual Obligationgoverning the Company or its Subsidiaries’ Indebtedness would prohibit theCompany from paying all or any portion of an indemnification payment asdescribed above, the Company shall promptly pay the prohibited portion of suchpayment (the “*Blockage Amount*”) by issuing to each Purchaser (or itsdesignee) that number of shares of Preferred Stock determined by dividing (i)the Blockage Amount by (ii) $3,000. Each Blockage Opinion shall

 

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describe in reasonable detailthe basis for any prohibition on the relevant indemnification payment, whichdescription shall, among other things, identify the relevant ContractualObligations.  The Company agrees that atsuch time as the prohibitions described in any Blockage Opinion would no longerprohibit the payment by the Company in cash of the applicable indemnificationpayment, the Company shall repurchase from each Purchaser (or its PermittedTransferees) the maximum number of Indemnification Shares permitted to berepurchased by the Company under applicable law.  If the Company’s (or its Subsidiaries’) funds which are legallyavailable for repurchase of the Indemnification Shares are insufficient torepurchase all of the Indemnification Shares outstanding, (i) the Company shalluse commercially reasonably efforts to arrange for financing sufficient torepurchase all of the Indemnification Shares outstanding and (ii) in the eventthat the Company is unable to arrange for such financing, at any timethereafter when additional funds of the Company (or its Subsidiaries) arelegally available for the repurchase of the Indemnification Shares, such fundswill immediately be used to repurchase the balance of the IndemnificationShares which the Company has become obligated to repurchase hereunder but whichit has not repurchased.  For purposeshereof, the term “*Indemnification Shares*” shall mean all shares of PreferredStock issued pursuant to this Section 8.03.

 

**8.04        Taxes**.  In addition to the rights provided inSection 8.01 above, if against the intention of the Parties hereto, the receiptof the Call Price by a Purchaser is required to be treated by such Purchaser orits partners as taxable income, then the Company and RBCA hereby agree toindemnify and hold harmless such Purchaser and its partners against anyliability for federal, state or local income taxes and/or any loss ordiminution in such Purchaser or its partners’ tax attributes that may resultfrom such treatment.  Anyindemnification of the Purchasers or their partners pursuant to this Section8.04 shall be paid by the Company or RBCA within five (5) Business Days of theCompany’s receipt of notice thereof from the applicable Purchaser.  Such payment shall be made by wire transferof immediately available funds to the account(s) designated by the applicablePurchaser.

 

**8.05        Exclusive Remedy**.  Except as set forth in Section 9.01(e) andexcept with respect to losses arising from the Company’s gross negligence orwillful misconduct, this Article 8 shall be the exclusive remedy of thePurchasers with regard for losses, claims, damages, expenses or otherliabilities arising from the transactions contemplated by this Agreement.

 

**ARTICLE9**

 

**COVENANTS REGARDING SENIOR PREFERRED SHARES**

 

**9.01        SpecialCall Option on Class A Shares**.

 

### (a)           SpecialCall Option.  The Company shall beentitled at anytime and from time to time to compel the Purchasers to sell tothe Company (the “***Special Call Option***”)all of the Class A Shares at a per share purchase price equal to the CallPrice.  For the avoidance of doubt, theCompany may not exercise the Special Call Option unless it contemporaneouslypurchases all of the Class A Shares held by each Purchaser.

 

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### (b)           BoardDesignee.  If the Company fails toexercise the Special Call Option and pay the entire Call Price owing withrespect thereto prior to 5:00 p.m. E.S.T. on Tuesday, February 11,2003, then the size of the Board of Directors and the RBCA Board shall eachimmediately be increased by one (1) and Whitney V shall immediately becomeentitled to designate an individual to fill such newly created directorships; *provided*,that such individual, if not an employee of Whitney, shall be reasonablyacceptable to Hartnett.  Such individualwill serve until his or her earlier death, resignation or removal by Whitney Vin accordance with Section 5.1 of the Amended Stockholders Agreement.  Thereafter, any resulting vacancy in suchdirectorships may only be filled by Whitney V as provided in the AmendedStockholders Agreement.  The partieshereto agree to take all actions necessary or desirable to give effect to theprovisions of this Section 9.01(b) without delay.

###  

### (c)           Methodof Exercise.  The Company may electto exercise the Special Call Option by delivering written notice (the “***Special Call Notice***”) to the Purchasers of suchelection.

###  

### (d)           Obligationto Sell/Purchase; Closing.  In theevent that the Company elects to exercise the Special Call Option, then theCompany shall be obligated to purchase from each Purchaser (and each Purchasershall be obligated to sell to the Company) all of his or its Class A Sharessubject to such election (as set forth in the applicable Special Call Notice)at a per share purchase price equal to the Call Price, payable by wire transferof immediately available funds to the account or accounts designated by thePurchasers.  The closing of the purchaseand sale of the Class A Shares pursuant to this Section 9.01 shall take placeat the principal office of the Company, or at such other place as the Partiesmay agree.

###  

### (e)           Disgorgementof Proceeds.  If at any timefollowing the Company’s exercise of the Special Call Option and payment in fullof the entire Call Price owing in respect thereof, any Purchaser or itsPermitted Transferee (as defined in the Stockholders Agreement) is required (orotherwise agrees in the context of a legal dispute) to return or disgorge allor any portion of the proceeds thereof to the Company or any of its or itsSubsidiary’s creditors, in addition to such Purchaser or Permitted Transferee’srights under Article 8 and any other rights or remedies available by lawor otherwise, the Company shall immediately reissue to such Purchaser orPermitted Transferee the number of Class A Shares previously held by suchPurchaser or Permitted Transferee as is proportional to the percentage that theproceeds returned or disgorged represent of the total proceeds received by suchPurchaser (or Permitted Transferee) on exercise of the Special Call Option).

###  

**9.02        Priorityof Preferred Stock**.  So long as any Senior Preferred Shareremains outstanding, without the prior approval of the holders of a majority ofthe Senior Preferred Shares then outstanding, the Company shall not declare orpay any dividends (other than dividends declared in connection with any stocksplits, stock dividends, share combinations, share exchanges, or otherrecapitalizations in which such dividends are made in the form of Common Stock)or other distributions of any kind on, nor shall the Company redeem, purchaseor acquire any shares of Junior Securities (other than repurchases of shares ofCommon Stock from present or former employees of the Company and its Subsidiariespursuant to written

 

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agreements in effect as of theOriginal Issue Date of the Senior Preferred Shares) unless and until the CallPrice is paid in full or set aside for payment or the Senior Preferred Sharesare otherwise purchased by the Company.

 

**9.03        Reservationof Shares; Other Assurances**.  The Company agrees that it shall at alltimes reserve and keep available out of its authorized but unissued shares ofPreferred Stock, solely for the purpose of issuance pursuant to Section 8.03 or9.01(e) above or pursuant to the Prior Purchase Agreements, such number ofshares of Preferred Stock that may be required to be issued hereunder orthereunder.  All shares of PreferredStock which are so issuable shall, when issued, be duly and validly issued,fully paid and nonassessable and free from all taxes, Liens (other than thosearising under the Stockholders Agreement or pursuant to applicable securitieslaws) and charges other than Liens and charges on the assets of, or arisingfrom actions of, the holders of such shares. The Company agrees to take all such actions as may be necessary toassure that all such shares of Preferred Stock may be so issued withoutviolation of any applicable law or governmental regulation or any requirementsof any domestic securities exchange upon which shares of Preferred Stock may belisted (except for official notice of issuance which shall be immediatelydelivered by the Company upon each such issuance).  The Company shall assist and cooperate with the Purchasers to theextent that it is required to make any governmental filings or obtain anygovernmental approval prior to or in connection with any issuance of SeniorPreferred Shares hereunder (including, without limitation, making any filingsrequired to be made by the Company).

 

**ARTICLE10**

 

**MISCELLANEOUS**

 

**10.01      Survival of Representations andWarranties and Covenants**.  All of the representations and warrantiesmade by the Company and RBCA in Article 3 hereof and all of the covenants andagreements set forth in Article 7 hereof shall survive the execution anddelivery of this Agreement and any investigation made by or on behalf of anyPurchaser.

 

**10.02      Notices**.  All notices, demands and othercommunications provided for or permitted hereunder shall be made in writing andshall be by registered or certified first-class mail, return receipt requested,telecopier (with receipt confirmed), courier service or personal delivery:

 

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| if to  Whitney V, to:                                               |
|---------------------------------------------------------------------|
|                                                                |   |
| Whitney V,  L.P.                                                    |
| 177 Broad  Street                                                   |
| Stamford,  Connecticut  06901                                  |
| Telecopier  No.:                                                    | (203)  973-1422 |
| Attention:                                                          | Michael R.  Stone |
|                                                                | Ransom A.  Langford |
|                                                                | Kevin Curley |
|                                                                |   |
| with a copy  (which shall not constitute notice to Whitney V), to:  |
|                                                                |   |
| Kirkland &  Ellis                                          |
| 153 East 53rd  Street                                               |
| New York,  New York  10022                                     |
| Telecopier  No.:                                                    | (212)  446-4900 |
| Attention:                                                          | Frederick  Tanne, Esq. |
|                                                                |   |
| if to any of  Hartnett, the Company or RBCA, to:                    |
|                                                                |   |
| Roller  Bearing Holding Company, Inc.                               |
| 60 Round  Hill Road                                                 |   |
| Fairfield,  Connecticut  06430                                 |
| Telecopier  No.:                                                    | (203)  256-0775 |
| Attention:                                                          | Dr. Michael  J. Hartnett, C.E.O. |
|                                                                |   |
| with a copy  (which shall not constitute notice to such Party), to: |
|                                                                |   |
| McDermott,  Will & Emery                                   |
| 50  Rockefeller Plaza                                               |
| New York,  New York 10020                                           |
| Telecopier No.:                                                     | (212)  547-5444 |
| Attention:                                                          | C. David  Goldman, Esq. |
|                                                                |   |
|                                                                     |  |  |

All suchnotices and communications shall be deemed to have been duly given: whendelivered by hand, if personally delivered; when delivered by courier, ifdelivered by commercial overnight courier service; if mailed, five (5) BusinessDays after being deposited in the mail, postage prepaid; or if telecopied, whenreceipt is acknowledged.

 

**10.03      E-Documents**.  The Company shall, promptly following theClosing, cause its MWE to deliver via e-mail to Whitney and Kirkland &Ellis, electronic versions of the documents prepared by the Company inconnection with the Transactions in either MicroSoft Word or PDF Format.  The Whitney copies shall be e-mailed tobdimartino@whitney.com, with copies to msalvator@whitney.com.

 

**10.04      Successors and Assigns**.  This Agreement shall inure to the benefit ofand be binding upon the successors and permitted assigns of the partieshereto.  Subject to applicable

 

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securities laws, each Purchasermay assign any of its rights under this Agreement to any Person, provided thatafter the Closing, such rights may only be assigned to a Permitted Transfereeof such Purchaser.  The Company may notassign any of its rights, or delegate any of its obligations, under thisAgreement without the prior written consent of the Purchasers, and any suchpurported assignment by the Company without the written consent of thePurchasers shall be void and of no effect. Except as provided in Article 8 and Article 9, no Person otherthan the parties hereto and their successors and permitted assigns is intendedto be a beneficiary of this Agreement.

 

**10.05      Amendment and Waiver.**

 

### (a)           Nofailure or delay on the part of any of the Parties hereto in exercising anyright, power or remedy hereunder shall operate as a waiver thereof, nor shallany single or partial exercise of any such right, power or remedy preclude anyother or further exercise thereof or the exercise of any other right, power orremedy.  The remedies provided forherein are cumulative and are not exclusive of any remedies that may beavailable to the Parties hereto at law, in equity or otherwise.

###  

### (b)           Anyamendment, supplement or modification of or to any provision of this Agreement,any waiver of any provision of this Agreement, and any consent to any departureby any party from the terms of any provision of this Agreement, shall beeffective (i) only if it is made or given in writing and signed by all of theparties hereto, and (ii) only in the specific instance and for the specificpurpose for which made or given.  Noamendment, supplement or modification of or to any provision of this Agreement,or any waiver of any such provision or consent to any departure by any partyfrom the terms of any such provision may be made orally. Except where notice isspecifically required by this Agreement, no notice to or demand on the Companyin any case shall entitle the Company to any other or further notice or demandin similar or other circumstances.

###  

**10.06      Signatures;Counterparts**.  Telefacsimile transmissions of any executed original documentand/or retransmission of any executed telefacsimile transmission shall bedeemed to be the same as the delivery of an executed original.  At the request of any party hereto, theother parties hereto shall confirm telefacsimile transmissions by executingduplicate original documents and delivering the same to the requesting Party orParties.  This Agreement may be executedin any number of counterparts and by the parties hereto in separatecounterparts, each of which when so executed shall be deemed to be an originaland all of which taken together shall constitute one and the same agreement.

 

**10.07      Headings**.  The headings in this Agreement are forconvenience of reference only and shall not limit or otherwise affect themeaning hereof.

 

**10.08      GOVERNING LAW**.  THIS AGREEMENT SHALL BE GOVERNED BY,CONSTRUED IN ACCORDANCE WITH, AND ENFORCED UNDER, THE LAW OF THE STATE OF NEWYORK APPLICABLE TO AGREEMENTS OR INSTRUMENTS ENTERED INTO AND PERFORMEDENTIRELY WITHIN SUCH STATE.

 

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**10.09      JURISDICTION, WAIVER OF JURY TRIAL, ETC.**

 

### (a)           EACHPARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AGREES THAT THE ANY LEGAL ACTION ORPROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CLASS A SHARES, ORANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE BROUGHT INTHE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THESOUTHERN DISTRICT OF NEW YORK AND HEREBY EXPRESSLY SUBMITS TO THE PERSONALJURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSES THEREOF AND EXPRESSLYWAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT SUCH COURTS ARE ANINCONVENIENT FORUM.  EACH PARTY HEREBYIRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONEDCOURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOFBY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS ADDRESS SET FORTH INSECTION 10.02, SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING.

###  

### (b)           EACHPARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION ORCLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE CLASS ASHARES, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OFSUCH RIGHTS AND OBLIGATIONS.  EACH OFTHE COMPANY AND ITS SUBSIDIARIES (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT ORATTORNEY OF WHITNEY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT WHITNEY WOULDNOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (ii)ACKNOWLEDGES THAT EACH PURCHASER HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENTAND THE TRANSACTIONS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONSCONTAINED HEREIN.

###  

**10.10      Severability**.  If any one or more of the provisionscontained in this Agreement, or the application thereof in any circumstance, isheld invalid, illegal or unenforceable in any respect for any reason, thevalidity, legality and enforceability of any such provision in every other respectand of the remaining provisions hereof shall not be in any way impaired, unlessthe provisions held invalid, illegal or unenforceable shall substantiallyimpair the benefits of the remaining provisions of this Agreement.  The parties hereto further agree to replacesuch invalid, illegal or unenforceable provision of this Agreement with avalid, legal and enforceable provision that shall achieve, to the extentpossible, the economic, business and other purposes of such invalid, illegal orunenforceable provision.

 

**10.11      Rules ofConstruction**.  Unless the context otherwise requires, “or”is not exclusive, and references to sections or subsections refer to sectionsor subsections of this Agreement.

 

**10.12      Entire Agreement**.  This Agreement, together with the exhibitsand schedules hereto, and the Amended Stockholders Agreement are intended bythe parties as a final

 

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expression of their agreementand intended to be a complete and exclusive statement of the agreement andunderstanding of the parties hereto in respect of the subject matter containedherein and therein.  There are norestrictions, promises, warranties or undertakings, other than those set forthor referred to herein or therein.  ThisAgreement, together with the exhibits and schedules hereto, and the AmendedStockholders Agreement supersede all prior agreements and understandingsbetween the parties with respect to such subject matter.

 

**10.13      Expenses**.  Except as expressly provided herein, the partieshereto shall pay their respective expenses (including, without limitation,fees, charges and disbursements of counsel) incurred in connection with thenegotiation, execution and performance of this Agreement and the mattersrelated hereto.

 

**10.14      Publicity**.  Except as may be required by applicable law,none of the parties hereto shall issue a publicity release or announcement orotherwise make any public disclosure concerning this Agreement or thetransactions contemplated hereby, without prior approval by the other partyhereto.  If any announcement is requiredby law to be made by any party hereto, prior to making such announcement suchparty shall deliver a draft of such announcement to the other parties and shallgive the other parties an opportunity to comment thereon.  Notwithstanding the foregoing, Whitney andits affiliates may list the Company’s name and logo, and describe the Company’sbusiness in their marketing materials and may post such information on theirwebsite.

 

**10.15      Further Assurances**.  Each of the parties shall execute suchdocuments and perform such further acts (including, without limitation,obtaining any consents, exemptions, authorizations, or other actions by, orgiving any notices to, or making any filings with, any Governmental Authorityor any other Person) as may be reasonably required or desirable to carry out orto perform the provisions of this Agreement, including, without limitation, anypost-closing assignment(s) by any Purchaser of a portion of the Securities to aPerson not currently a party hereto.

 

**10.16      No StrictConstruction**.  The Parties hereto have participated jointly in the negotiationand drafting of this Agreement.  In theevent an ambiguity or question of intent or interpretation arises under anyprovision of this Agreement, this Agreement shall be construed as if draftedjointly by the parties thereto, and no presumption or burden of proof shallarise favoring or disfavoring any party by virtue of the authorship of any ofthe provisions of this Agreement.

 

**[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]**

 

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**IN WITNESS WHEREOF**,the parties hereto have caused this Preferred Stock Purchase Agreement to beexecuted and delivered by their respective officers hereunto duly authorized asof the date first above written.

 
|   |   | ROLLER  BEARING HOLDING COMPANY, INC.    |
|--------|--------|------------------------------------------|
|   |   |                                     |
|   |   |                                     |
|   |   | By:                                      | /s/ Dr.  Michael J. Hartnett |   |
|   |   | Name:                                    | Dr. Michael  J. Hartnett |
|   |   | Title:                                   | President |
|   |   |                                     |
|   |   |                                     |
|   |   | ROLLER  BEARING COMPANY OF AMERICA, INC. |
|   |   |                                     |
|   |   |                                     |
|   |   | By:                                      | /s/ Dr.  Michael J. Hartnett |   |
|   |   | Name:                                    | Dr. Michael  J. Hartnett |
|   |   | Title:                                   | President |
|   |   |                                     |
|   |   |                                     |
|   |   | WHITNEY V,  L.P.                         |
|   |   |                                     |
|   |   |                                     |
|   |   | By:                                      | Whitney Equity Partners V, LLC,  its general partner |
|   |   |                                     |
|   |   |                                     |
|   |   | By:                                      | /s/Duly  Authorized Signatory |   |
|   |   | Name:                                    | Duly  Authorized Signatory |
|   |   | Title:                                   | Duly  Authorized Signatory |
|   |   |                                     |
|   |   | /s/ Dr.  Michael J. Hartnett             |   |
|   |   | Dr. Michael  J. Hartnett                 |
|        |        |                                          |  |  |  |  |  |  |  |  |

 

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**SCHEDULE I**

 

**Investment Allocation**

 
| **PURCHASER** |   | **CLASS A SHARES** |   | **PURCHASE PRICE** |         | **PRO RATA SHARE** |   |
|---------------|--------|--------------------|--------|--------------------|--------------|--------------------|--------|
| Whitney V     |   | 809.49             |   | $                  | 2,428,470.00 |               | 19.7   | % |
| Hartnett      |   | 198.92             |   | $                  | 596,760.00   |               | 80.3   | % |
| Total         |   | 1,008.41           |   | $                  | 3,025,230.00 |               | 100.0  | % |

 

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**EXHIBIT A**

 

**Restated Charter andByLaws**

 

**(See attached)**

 

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**EXHIBIT B**

 

**Trustee Notice**

 

**(See attached)**

 

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**EXHIBIT C**

 

**OPINION TO TRUSTEE**

 

**(See attached)**

 

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**EXHIBIT D**

 

**OPINION TO PURCHASERSREGARDING BOND MATTERS**

 

**(See attached)**

 

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**EXHIBIT E**

 

**OPINION TO PURCHASERSREGARDING OTHER CUSTOMARY MATTERS**

 

**(See attached)**

 

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**EXHIBIT F**

 

**AMENDED AND RESTATEDSTOCKHOLDERS AGREEMENT**

 

**(See attached)**

 

F-1

----