**Exhibit10.13**

 
| $ 500,000 |   | New York, New  York |
|-----------|--------|---------------------|
|      |   | December 15,  2000  |

 

AMENDED ANDRESTATED PROMISSORY NOTE

 

THIS PROMISSORY NOTE is made in New York, New York, asof December 15, 2000 (this “Note”), for Five Hundred Thousand Dollars($500,000).  Capitalized terms usedherein without definition shall have the meaning ascribed to them in theStockholders’ Agreement of even date herewith among Roller Bearing HoldingCompany, Inc. (“Holdings”) and certain of its stockholders, as in effect on thedate herewith.

 

RECITALS:

 

This Note is made by Michael J. Hartnett, Ph.D.(“Maker”), and is payable to Roller Bearing Company of America, Inc., aDelaware Corporation with a principal place of business at 60 Round Hill Road,Fairfield, Connecticut (“Payee”).

 

This Note evidences the obligation of Maker to pay toPayee the principal amount of Five Hundred Thousand Dollars ($500,000).

 

NOW THEREFORE, in consideration of the foregoing andfor other good and valuable consideration the receipt, the adequacy andsufficiency of which are hereby acknowledged, the Maker makes this Note asfollows:

 

1.                                       Payment.

 

(a)                                  Makerhereby promises to pay to Payee the then principal balance hereof as well asany other amounts due hereunder on the earlier to occur of (i) the first tooccur of (A) an Initial Public Offering, or (B) any sale of businesstransaction involving Holdings and all of its subsidiaries, taken as a whole,whether in the nature of a sale of all or substantially all of their assets; asale of all of the Securities; or a merger, recapitalization or reorganizationfollowing which the holders of Securities prior to such event no longer own anySecurities or any voting securities in the surviving or successor entity, and(ii) June 23, 2007.

 

(b)                                 ThePayee shall have no rights of offset under any circumstances whatsoever, i.e.regardless of the circumstances under which Payee is obligated to the Maker;pursuant thereto, except as set forth in the first sentence of this subsection(b), Payee may not satisfy any obligations that it may have to Maker by offsetagainst, or reduction of, amounts due hereunder.

 

(c)                                  ThisNote shall not bear interest.

 

2.                                       Pledge.

 

The Maker hereby confirms his agreement to pledge 202Warrants to purchase shares of Class B Common Stock of Holdings at an exerciseprice of $514 per share.  Maker

 

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hereby agrees to execute such pledge agreement as the Payee mayreasonably request to evidence such pledge.

 

3.                                       Defaultand Remedies.

 

(a)                                  Inthe event default is made in the payment of this Note and such default continuesfor five (5) days after such due date (an “Event of Default”), Payee shall havethe option to exercise any and all rights and remedies available at law or inequity or under any document or instrument securing this Note.  If suit is brought to collect the amount dueunder this Note, Payee shall be entitled to collect from Maker all reasonablecosts and expenses of suit, including, but not limited to, reasonableattorneys’ fees.

 

(b)                                 Theremedies of Payee shall be cumulative and concurrent, and may be pursuedsingularly, successively or together, at the sole discretion of Payee.  No act or omission or commission of Payee,including specifically any failure to exercise any right, remedy or recourse,shall be deemed to be a waiver or release of the same, such waiver or releaseto be effected only through a written document executed by Payee and then onlyto the extent specifically recited therein.

 

4.                                       Waiver.

 

The Maker hereby waives presentment and demand forpayment, notice of dishonor, protest and notice of protest of this Note.

 

5.                                       Miscellaneous.

 

(a)                                  Theheadings of the paragraphs of this Note are inserted for convenience only andshall not be deemed to constitute a part hereof.

 

(b)                                 Allpayments under this Note shall be payable in lawful money of the United Stateswhich shall be legal tender for public and private debts at the time of paymentand shall be paid to Payee at its principal place of business at 60 Round HillRoad, Fairfield, Connecticut.

 

(c)                                  ThisNote shall be governed by and construed under the laws of the State of NewYork.

 

(d)                                 ThisNote shall be binding upon and inure to the benefit of the parties hereto andtheir respective successors and assigns, except that Maker shall not have theright to assign the obligations made under this Note without the prior writtenconsent of Payee.

 

6.                                       ExistingNote.

 

This note amends and restates in its entirety acertain Promissory Note, dated June 23, 1997, from the Maker to the Payee, inthe original maximum principal amount of Five Hundred Thousand Dollars($500,000) (the “Existing Note”).  Uponthe execution and delivery of this Note, this Note shall replace the ExistingNote and shall immediately evidence all outstanding indebtedness embodied inand evidenced by the Existing Note, and that such

 

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indebtedness is a continuing obligation of the Maker to the Payee, andhas been and continues to be fully enforceable, absolute and in existence.

 

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IN WITNESS WHEREOF, the Maker has executed anddelivered this Note as of the date and year first above written.

 

 
|   |                        |   |
|--------|-----------------------------|--------|
|   | Michael J. Hartnett,  Ph.d. |

 

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