AMENDMENT NO. 1 


TO CREDIT AGREEMENT


 


This AMENDMENT
NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of May 16, 2014, among the following: (i) ROLLER
BEARING COMPANY OF AMERICA, INC., a Delaware corporation (the “Borrower”); (ii) RBC BEARINGS INCORPORATED, a Delaware
corporation (“Holdings”), (iii) the financial institutions listed on the signature pages hereof; and (iv) JPMORGAN
CHASE BANK, N.A., as administrative agent (the “Administrative Agent”), the Swing Line Lender and an LC Issuer under
the Credit Agreement (as hereafter defined).


 


WITNESSETH:


 


WHEREAS, pursuant
to the Credit Agreement, dated as of November 30, 2010 (as heretofore amended, supplemented or otherwise modified, the “Credit
Agreement”), among the Borrower, Holdings, various financial institutions party thereto from time to time (the “Lenders”)
and the Administrative Agent, the Borrower has been extended certain loans and other financial accommodations;


 


WHEREAS, the
parties hereto desire to amend the Credit Agreement as set forth herein;


 


NOW THEREFORE,
in consideration of the mutual promises and agreements contained herein and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto do hereby agree as follows:


 


Section 1.DEFINED TERMS.


 


Each defined term used
herein and not otherwise defined herein shall have the meaning ascribed to such term in the Credit Agreement, as amended by this
Amendment.


 


Section 2.AMENDMENTS TO THE CREDIT
AGREEMENT.


 


The Credit Agreement
is hereby amended as follows:


 


2.1Amendment to
Section 1.1. The definition of “Consolidated EBITDA” set forth in Section 1.1 is amended to insert the following
proviso immediately at the end of the first sentence of such definition:


 


“; provided that,
solely for purposes of the calculation of the Fixed Charge Coverage Ratio for the Testing Period ending on or about June 30, 2014
and each Testing Period ending thereafter, Consolidated Fixed Charges shall be calculated without giving effect to the Specified
Dividend for purposes of the foregoing clause (v)”


 


2.2Amendment to
Section 1.1. Section 1.1 is amended to add the following definition thereto in the appropriate alphabetical order:


 


““Specified Dividend”
means the one-time dividend paid by Holdings in respect of its Equity Interests during the fiscal quarter of Holdings ending on
or about June 30, 2014 in an aggregate amount not to exceed $50,000,000.”


 


2.3Amendment to
Section 7.7(e). Section 7.7(e) shall be replaced in its entirety with the following:


 


 



    	 



    	 



    




 


“(e) Holdings
may declare and pay or make Capital Distributions, provided that (i) no Default or Event of Default shall have occurred
and be continuing or would result therefrom, (ii) the Borrower will be in compliance with the financial covenants set forth
in Section 7.8. after giving pro forma effect to each such Capital Distribution, and (iii) the aggregate amount of
all Capital Distributions made by the Borrower during any fiscal year shall not exceed $70,000,000.”


 


Section 3.REPRESENTATIONS
AND WARRANTIES.


 


Each of the Borrower
and Holdings hereby represents and warrants to the Lenders and the Administrative Agent as follows:


 


3.1Enforceability;
Continuing Effectiveness. This Amendment has been duly and validly executed by an authorized executive officer of the Borrower
or Holdings, as applicable, and constitutes the legal, valid and binding obligation of the Borrower or Holdings, as applicable,
in each case, enforceable against it in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles including
principles of commercial reasonableness, good faith and fair dealing (whether enforceability is sought by proceedings in equity
or at law). The Credit Agreement, as amended by this Amendment, remains in full force and effect and remains the valid and binding
obligation of the Borrower or Holdings, as applicable, enforceable against it in accordance with its terms, subject to any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally
or by equitable principles including principles of commercial reasonableness, good faith and fair dealing (whether enforceability
is sought by proceedings in equity or at law). Each of the Borrower and Holdings hereby ratifies and confirms the Credit Agreement,
as amended by this Amendment.


 


3.2No Default
or Event of Default.  Both before and after given effect to this Amendment, no Default or Event of Default is existing or will
be existing.


 


3.3Representations
and Warranties. Both before and after giving effect to this Amendment, the representations and warranties contained in the
Credit Agreement and the other Loan Documents are true and will be true and correct in all material respects with the same
effect as though such representations and warranties had been made on and as of the date hereof (except to the extent such representations
and warranties expressly refer to an earlier date, in which case they are true and will be true and correct as of such earlier
date, and except to the extent such representations and warranties are qualified by materiality, contain dollar thresholds or have
“Material Adverse Effect” qualifiers, in which case, such representations and warranties are true and will be true
and correct in all respects).


 


Section 4.CONDITIONS TO EFFECTIVENESS.


 


This Amendment shall
become effective as of the date and time at which each of the following conditions precedent shall have been fulfilled:


 


4.1This Amendment.
The Administrative Agent shall have received from the Borrower, Holdings, the Required Lenders and the Administrative Agent a counterpart
of this Amendment, executed and delivered by a duly authorized officer of each such Person.


 


4.2Guarantor Acknowledgment.
The Administrative Agent shall have received from each Subsidiary Guarantor and from Holdings, a counterpart to the Guarantor Acknowledgment
attached hereto as Annex A, executed and delivered by a duly authorized officer of each such Person.


 






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Section 5.MISCELLANEOUS.


 


5.1Governing Law.
This Amendment shall be governed by and construed in accordance with the laws of the State of New York without giving effect to
the conflict of laws rules thereof (other than Section 5-1401 of the New York General Obligations Law).


 


5.2Severability.
In the event any provision of this Amendment should be invalid, the validity of the other provisions hereof and of the Credit Agreement
shall not be affected thereby.


 


5.3Counterparts.
This Amendment may be executed in one or more counterparts, each of which, when taken together, shall constitute but one and the
same agreement.


 


5.4Nonwaiver.
The execution, delivery, performance and effectiveness of this Amendment shall not operate nor be deemed to be nor construed as
a waiver (i) of any right, power or remedy of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan
Document, or (ii) of any term, provision, representation, warranty or covenant contained in the Credit Agreement or any other documentation
executed in connection therewith. Further, none of the provisions of this Amendment shall constitute, be deemed to be or construed
as, a waiver or consent to any Default or Event of Default under the Credit Agreement, as amended by this Amendment.


 


5.5Reference to
and Effect on the Credit Agreement. Upon the effectiveness of this Amendment, each reference in the Credit Agreement amended
hereby to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import
shall mean and be a reference to the Credit Agreement, as amended by this Amendment and each reference to the Credit Agreement,
any other Loan Document or in any other document, instrument or agreement executed and/or delivered in connection with the Credit
Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement, as amended by this Amendment.


 


[Signature Pages Follow]


 






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


 





	 	ROLLER BEARING COMPANY OF AMERICA, INC., as Borrower
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:Daniel A. Bergeron
	 	 	Title: Vice President, CFO
	 	 	 
	 	RBC BEARINGS INCORPORATED, as Holdings
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:Daniel A. Bergeron
	 	 	Title: Vice President, CFO



 






Signature Page to Amendment No. 1


Roller Bearing Company of America, Inc.


Credit Agreement dated as of November 30,
2010







 




    	 



    	 



    

 


 





	 	JPMORGAN CHASE BANK, N.A.,

as the Administrative Agent, the Swing Line Lender, an 

LC Issuer and a Lender
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 



 
 






Signature Page to Amendment No. 1


Roller Bearing Company of America, Inc.


Credit Agreement dated as of November 30,
2010









    	 



    	 



    

  





	 	KEYBANK NATIONAL ASSOCIATION,

as a Lender
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 



 





Signature Page to Amendment No. 1


Roller Bearing Company of America, Inc.


Credit Agreement dated as of November 30,
2010









    	 



    	 



    

 


 





	 	Bank
of America, N.A.,

as a Lender
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 



 





Signature Page to Amendment No. 1


Roller Bearing Company of America, Inc.


Credit Agreement dated as of November 30,
2010







 




    	 



    	 



    

  





	 	WELLS
FARGO BANK, N.A.,

as a Lender


	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 



 





Signature Page to Amendment No. 1


Roller Bearing Company of America, Inc.


Credit Agreement dated as of November 30,
2010


 




    	 



    	 



    




 





	 	RBS
CITIZENS, N.A.,

as a Lender


	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 








 





Signature Page to Amendment No. 1


Roller Bearing Company of America, Inc.


Credit Agreement dated as of November 30,
2010









    	 



    	 



    

 








	 	FIFTH
THIRD BANK,

as a Lender


	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 








 





Signature Page to Amendment No. 1


Roller Bearing Company of America, Inc.


Credit Agreement dated as of November 30,
2010







 




    	 



    	 



    

ANNEX A


 


GUARANTOR ACKNOWLEDGEMENT


 


Each of the undersigned
hereby acknowledges and agrees to the terms of Amendment No. 1 to Credit Agreement, dated as of May 16, 2014 (the “Amendment”),
among : (i) ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (the “Borrower”); (ii) RBC BEARINGS
INCORPORATED, a Delaware corporation (“Holdings”), (iii) the financial institutions listed on the signature pages
thereof; and (iv) JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”), the Swing Line
Lender and an LC Issuer. Each of the undersigned hereby confirms that, upon the effectiveness of the Amendment, each Security Document,
the Parent Guaranty (if applicable), the Subsidiary Guaranty (if applicable) and each other Loan Document to which such undersigned
is a party, shall remain in full force and effect and be the valid and binding obligation of the undersigned, enforceable against
the undersigned in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditor’s rights generally or by equitable principles including principles of commercial
reasonableness, good faith and fair dealing (whether enforceability is sought by proceedings in equity or at law). The undersigned
hereby further confirms that, upon the effectiveness of the Amendment, the Parent Guaranty or the Subsidiary Guaranty, as applicable,
shall continue to guaranty the Guaranteed Obligations (as defined therein).


 


Capitalized terms
used herein but not defined are used as defined in the Credit Agreement.


 


Dated as of May 16, 2014


 


[Signature Pages Follow]


 


 


 




    	 



    	 



    

 





	 	RBC BEARINGS INCORPORATED
	 	 	 
	 	 	 
	 	By:	 
	 	Name: Daniel A. Bergeron
	 	Title: Vice President & CFO 
	 	 	 
	 	 	 
	 	RBC OKLAHOMA, INC.
	 	 	 
	 	 	 
	 	By:	 
	 	Name: Daniel A. Bergeron
	 	Title: Vice President & CFO
	 	 	 
	 	 	 
	 	RBC NICE BEARINGS, INC.
	 	 	 
	 	 	 
	 	By:	                 
	 	Name: Daniel A. Bergeron
	 	Title: Vice President & CFO
	 	 	 
	 	 	 
	 	RBC LINEAR PRECISION PRODUCTS, INC.
	 	 	 
	 	 	 
	 	By:	    
	 	Name: Daniel A. Bergeron
	 	Title: Vice President & CFO
	 	 	 
	 	 	 
	 	INDUSTRIAL TECTONICS BEARINGS 
	 	CORPORATION
	 	 	 
	 	 	 
	 	By:	  
	 	Name: Daniel A. Bergeron
	 	Title: Vice President & CFO
	 	 







 





Signature Page to Guarantor Acknowledgement
to Amendment No. 1


Roller Bearing Company of America, Inc.


Credit Agreement dated as of November 30,
2010









    	 



    	 



    

 





	 	RBC PRECISION PRODUCTS - PLYMOUTH, 
	 	INC.
	 	 
	 	 
	 	By:	       
	 	Name: Daniel A. Bergeron
	 	Title: Vice President & CFO
	 	 
	 	 
	 	RBC PRECISION PRODUCTS - BREMEN, 
	 	INC. 
	 	 
	 	 
	 	By:	 
	 	Name: Daniel A. Bergeron
	 	Title: Vice President & CFO
	 	 
	 	 
	 	RBC LUBRON BEARING SYSTEMS, INC. 
	 	(FORMERLY KNOWN AS TYSON BEARING
	 	COMPANY, INC.)
	 	 
	 	 
	 	By:	 
	 	Name: Daniel A. Bergeron
	 	Title: Vice President & CFO
	 	 
	 	 
	 	RBC AIRCRAFT PRODUCTS, INC.
	 	 
	 	 
	 	By:	 
	 	Name: Daniel A. Bergeron
	 	Title: Vice President & CFO
	 	 
	 	 
	 	RBC SOUTHWEST PRODUCTS, INC.
	 	 
	 	 
	 	By:	 
	 	Name: Daniel A. Bergeron
	 	Title: Vice President & CFO















Signature Page to Guarantor Acknowledgement
to Amendment No. 1


Roller Bearing Company of America, Inc.


Credit Agreement dated as of November 30,
2010









    	 



    	 



    

 


 





	 	ALL POWER MANUFACTURING CO. 
	 	 
	 	 
	 	By:	          
	 	Name: Daniel A. Bergeron
	 	Title: Vice President & CFO
	 	 
	 	 
	 	RBC CBS COASTAL BEARING SERVICES LLC 
	 	 
	 	 
	 	By:	 
	 	Name: Daniel A. Bergeron
	 	Title: Vice President & CFO







 





Signature Page to Guarantor Acknowledgement
to Amendment No. 1


Roller Bearing Company of America, Inc.


Credit Agreement dated as of November 30,
2010