EXCEPT AS SPECIFICALLY SET FORTH ABOVE, THE
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL REMAIN IN FULL FORCE AND
EFFECT AND ARE HEREBY RATIFIED AND CONFIRMED.
(B)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF
THIS AMENDMENT SHALL NOT OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF
AGENT OR ANY LENDER UNDER THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, NOR
CONSTITUTE AMENDMENT OF ANY PROVISION OF THE CREDIT AGREEMENT OR ANY OTHER LOAN
DOCUMENT, EXCEPT AS SPECIFICALLY SET FORTH HEREIN.
UPON THE EFFECTIVENESS OF
THIS AMENDMENT, EACH REFERENCE IN THE CREDIT AGREEMENT TO "THIS AGREEMENT",
"HEREUNDER", "HEREOF", "HEREIN" OR WORDS OF SIMILAR IMPORT SHALL MEAN AND BE A
REFERENCE TO THE CREDIT AGREEMENT AS AMENDED HEREBY.
(C)
EACH CREDIT PARTY ACKNOWLEDGES AND AGREES
THAT THE EXECUTION AND DELIVERY BY AGENT AND REQUISITE LENDERS OF THIS AMENDMENT
SHALL NOT BE DEEMED (I) TO CREATE A COURSE OF DEALING OR OTHERWISE OBLIGATE
AGENT OR LENDERS TO FORBEAR, WAIVE, CONSENT OR EXECUTE SIMILAR AMENDMENTS UNDER
THE SAME OR SIMILAR CIRCUMSTANCES IN THE FUTURE, OR (II) TO AMEND, RELINQUISH OR
IMPAIR ANY RIGHT OF AGENT OR LENDERS TO RECEIVE ANY INDEMNITY OR SIMILAR PAYMENT
FROM ANY PERSON OR ENTITY AS A RESULT OF ANY MATTER ARISING FROM OR RELATING TO
THIS AMENDMENT.
SECTION 7.
COSTS AND EXPENSES.
AS PROVIDED IN
SECTION 11.3 OF THE CREDIT AGREEMENT, BORROWERS AGREE TO REIMBURSE AGENT FOR ALL
FEES, COSTS AND EXPENSES, INCLUDING THE FEES, COSTS AND EXPENSES OF COUNSEL OR
OTHER ADVISORS FOR ADVICE, ASSISTANCE, OR OTHER REPRESENTATION IN CONNECTION
WITH THIS AMENDMENT.
SECTION 8.
GOVERNING LAW.
THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO
CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.
SECTION 9.
HEADINGS.
SECTION HEADINGS IN THIS
AMENDMENT ARE INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT
CONSTITUTE A PART OF THIS AMENDMENT FOR ANY OTHER PURPOSES.
SECTION 10.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED AN
ORIGINAL, BUT ALL SUCH COUNTERPARTS SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
IN THE EVENT THAT ANY SIGNATURE IS DELIVERED BY FACSIMILE
TRANSMISSION, SUCH SIGNATURE SHALL CREATE A VALID AND BINDING OBLIGATION OF THE
PARTY EXECUTING (OR ON WHOSE BEHALF THE SIGNATURE IS EXECUTED) THE SAME WITH THE
SAME FORCE AND EFFECT AS IF SUCH FACSIMILE SIGNATURE PAGE WERE AN ORIGINAL
THEREOF, AND SUCH PARTY SHALL PROMPTLY FOLLOW ITS FACSIMILE SIGNATURE PAGE BY
MAILING OF A HARD COPY ORIGINAL.
[Signature Page Follows]
7
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first written above.
BORROWER:
ROLLER BEARING COMPANY OF AMERICA,
INC., a Delaware corporation
By:
/s/
Anthony S. Cavalieri
Name:
Anthony S. Cavalieri
Title:
Chief Financial Officer
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent and Lender
By:
/s/
Kevin T. Murray
Duly Authorized Signatory
CONGRESS FINANCIAL CORPORATION
(WESTERN), as Lender
By:
/s/
Jeffrey K. Scott, V.P.
:
Duly Authorized Signatory
[Signature