Exhibit 10.1

LIMITED WAIVER AND AMENDMENT NO. 1
TO
CREDIT AGREEMENT

This LIMITED WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of this 5th day of February, 2003, by and among ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (“Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders, and the other Lenders signatory hereto from time to time.  Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in Annex A to the Credit Agreement (as hereinafter defined).

RECITALS

WHEREAS, Borrower, the other Credit Parties, Agent and Lenders entered into that certain Credit Agreement dated as of May 30, 2002 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, in December, 2002, Borrower made a cash dividend to Holdings in the amount of $2,506,530 (the “December Dividend”) the proceeds of which were used by Holdings to pay the semiannual interest due December 15 under the Discount Debentures and the Discount Debentures Indenture;

WHEREAS, Borrower has informed Agent and Lenders that the payment of the December Dividend, as a Restricted Payment under the Senior Subordinated Indenture, did not comply with the terms of the Senior Subordinated Indenture (“the Senior Subordinated Indenture Default”); and

WHEREAS, Borrower has requested that Agent and Lenders (i) grant limited waivers with respect to the Credit Agreement in connection with the payment of the December Dividend and (ii) amend certain provisions of the Credit Agreement, all upon the terms and subject to the conditions as herein set forth.

NOW THEREFORE, in consideration of the foregoing recitals, mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agent, Lenders, Borrower and the Credit Parties agree as follows:

SECTION 1.                            Amendments.  The Credit Agreement is hereby amended as follows:

(a)                                  Section 1.1(a)(iii) of the Credit Agreement is amended by replacing the phrase “to be less than $7,500,000” with the phrase “to be less than $3,500,000 during the period from January 31, 2003 through April 30, 2003 or to be less than $7,500,000 at any other time”.

(b)                                 Section 1.3(b)(i) of the Credit Agreement is amended by replacing the phrase “is less than $7,500,000” with the phrase “is less than $3,500,000 during the period from January 31, 2003 through April 30, 2003 or is less than $7,500,000 at any other time”.

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(c)                                  Section 1.3(b)(v) of the Credit Agreement is amended by adding thereto the following clause (C), relettering existing clauses (C) through (E) as clauses (D) through (F):

(C)  the Holdings February 2003 Issuance, so long as all proceeds of such issuance are invested in Borrower within one Business Day following the receipt thereof by Holdings;

(d)                                 Section 1.6(h) of the Credit Agreement is amended by adding at the end thereof the following:

provided, that the Borrowing Availability based on such obligations shall not in any event exceed $7,500,000 in the aggregate;

(e)                                  Section 2.2(d) of the Credit Agreement is amended by replacing the phrase “shall be less than $7,500,000” with the phrase “shall be less than $3,500,000 during the period from January 31, 2003 through April 30, 2003 or shall be less than $7,500,000 at any other time”.

(f)                                    Section 6.2 of the Credit Agreement is hereby amended by adding thereto the following clause (k), relettering existing clause (k) as clause (l):

(k)  Borrower may make (i) a one-time loan to (A) Schaublin for the purpose of repaying in its entirety the Swiss Loan and the related indebtedness to Credit Suisse and (B) RBC France for the purpose of repaying in its entirety its outstanding indebtedness to CCF, provided, that such loan shall not exceed the Dollar equivalent of Swiss Francs 10,375,000 in the aggregate, and (ii) from time to time loans to Schaublin Holding or any of the Schaublin Operating Companies to provide working capital financing and for other general corporate purposes, provided, that the outstanding balance of any such loans shall not exceed at any time $1,000,000 in the aggregate (collectively, the “Schaublin Loans”);

(g)                                 Section 6.3 of the Credit Agreement is hereby amended by amending and restating clause (vi) thereof as follows:

(vi)  Indebtedness consisting of intercompany loans and advances, made by Borrower to any Secured Guarantor or by any Secured Guarantor to Borrower or another Secured Guarantor or Indebtedness consisting of the Schaublin Loans made by Borrower to Schaublin Holding or any of the Schaublin Operating Companies; provided, that:  (A) Borrower shall have executed and delivered to each such Secured Guarantor, and each such Secured Guarantor and Schaublin Holding and each Schaublin Operating Company shall have executed and delivered to Borrower or another such Secured Guarantor, as applicable, a demand note

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(collectively, the “Intercompany Notes”) to evidence any such intercompany Indebtedness owing at any time by Borrower to such Secured Guarantor or by such Secured Guarantor, Schaublin Holding and the Schaublin Operating Companies to Borrower or such other Secured Guarantor, as applicable, which Intercompany Notes shall be in form and substance reasonably satisfactory to Agent and shall be pledged and delivered to Agent pursuant to the applicable Pledge Agreement or Security Agreement as additional collateral security for the Obligations; (B) Borrower, each Secured Guarantor, Schaublin Holding and each of the Schaublin Operating Companies shall record all intercompany transactions on its books and records in a manner reasonably satisfactory to Agent; (C) the obligations of Borrower and each Secured Guarantor under any such Intercompany Notes shall be subordinated to the Obligations in a manner reasonably satisfactory to Agent; (D) no Event of Default shall be continuing after giving effect to any such proposed intercompany loan; and (E) the aggregate balance of all such intercompany loans, including the Schaublin Loans, owing by any Secured Guarantor, Schaublin Holding or any of the Schaublin Operating Companies incurred during the time that the EBITDA of such Person has been negative for a trailing twelve month period ending on the last day of any Fiscal Month shall not be increased by more than $2,000,000 over the amount of such Person’s intercompany loan obligations as of the last day of such period; provided, that a Secured Guarantor, Schaublin Holding or any of the Schaublin Operating Companies, as the case may be, shall no longer be subject to that $2,000,000 limitation if that Secured Guarantor, Schaublin Holding or the Schaublin Operating Company, as applicable, has had positive EBITDA for the trailing twelve-month periods ending on the last day of six consecutive Fiscal Months; provided, further, that if a Secured Guarantor, Schaublin Holding or any of the Schaublin Operating Companies, as the case may be, has been subject to that $2,000,000 limitation, then became exempt from it and again has a negative EBITDA for a trailing twelve-month period, not more than $2,000,000 of additional intercompany loans may be received by it after the date when it again has a negative EBITDA;

(h)                                 Section 6.14 of the Credit Agreement is hereby amended by adding thereto the following clause (d):

(d)  Notwithstanding the foregoing Section 6.14(a), Borrower may pay a Dividend to Holdings in an amount not to exceed $3,050,000 as long as (i) the Holdings February Issuance has occurred and the proceeds thereof were used in accordance with Section 1.3(b)(v)(C); (ii) promptly upon receipt of the proceeds of such Dividend, Holdings immediately uses all of such proceeds solely to

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redeem the preferred Stock of Holdings issued pursuant to the Holdings February Issuance; and (iii) no Default or Event of Default has occurred and is continuing.

(i)                                     Section 6.14(a) of the Credit Agreement is hereby amended by amending and restating clauses (a) and (e) thereof as follows:

(a)  payments of interest and principal of intercompany loans and advances between Borrower and Secured Guarantors, Schaublin Holding and Schaublin Operating Companies to the extent permitted by Section 6.3;

(e)  payments of management fees to Whitney & Co. in equal quarterly installments, as long as such payments of management fees do not exceed $450,000 in the aggregate during any Fiscal Year and a payment of a fee to Whitney & Co. not to exceed $151,261.50 in connection with the Holdings February 2003 Issuance;

(j)                                     Section 6.16 of the Credit Agreement is amended by replacing the phrase “Secured Guarantor” with the phrase “Secured Guarantor, Schaublin Holding or any of the Schaublin Operating Companies”.

(k)                                  Section 8.1(f) of the Credit Agreement is amended by replacing the phrase “less $7,500,000” with the phrase “less $3,500,000 during the period from January 31, 2003 through April 30, 2003 or less $7,500,000 at any other time”.

(l)                                     Section 8.1(m) of the Credit Agreement is amended by replacing the phrase “Secured Guarantor” with the phrase “Secured Guarantor, Schaublin Holding or any of the Schaublin Operating Companies”.

(m)                               Annex A to the Credit Agreement is hereby amended by adding the following definitions thereto in their appropriate alphabetical order:

“Bovagnet” means Establissements J. Bovagnet SA, a French société anomyme and subsidiary of Schaublin.

“Holdings February 2003 Issuance” means an issuance by Holdings of shares of its Class A Preferred Stock occurring on or before February 15, 2003 resulting in gross cash proceeds not to exceed $3,025,230.

“RBC France” means myonic SAS, Les Ulis (F) (to be renamed RBC France SAS), a French société par actions simplifiée and wholly-owned subsidiary of Schaublin.

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“Schaublin” means Schaublin SA, a Swiss corporation and wholly-owned Subsidiary of Schaublin Holding (excluding directors’ qualifying shares).

“Schaublin Holding” means Schaublin Holding SA, a Swiss corporation and wholly-owned Subsidiary of Borrower (excluding directors’ qualifying shares).

“Schaublin Loans” has the meaning assigned to it in Section 6.2(k).

“Schaublin Operating Companies” means Shaublin, Bovagnet and RBC France.

“Swiss Loan” means the Indebtedness of RBC Schaublin S.A. to Credit Suisse pursuant to the terms of the Credit Agreement dated as of December 27, 1999, as amended and restated by that certain Credit Agreement dated as of December 12, 2002, not to exceed Swiss Francs 11,375,000 in the aggregate.”

(n)                                 Paragraph (b) of Annex G to the Credit Agreement is hereby amended by replacing the phrase “to exceed $7,500,000” with the phrase “to exceed $3,500,000 during the period from January 31, 2003 through April 30, 2003 and to exceed $7,500,000 at any other time”.

(o)                                 Exhibit 4.1(b) to the Credit Agreement is hereby replaced with Exhibit 4.1(b) attached hereto.

SECTION 2.                            Limited Waiver.  Borrower hereby acknowledges and agrees that an Event of Default exists under Section 6.14(b)(B) of the Credit Agreement by virtue of Borrower’s payment of the December Dividend that resulted in the Senior Subordinated Indenture Default (the “Existing Default”).  Immediately upon the effectiveness of this Amendment, Agent and Lenders hereby waive the Existing Default, provided, that Agent and Lenders shall receive no later than February 15, 2003 a certificate from Borrower representing and warranting to Agent and Lenders that the Senior Subordinated Indenture Default has been cured and that no default or even of default exists under the Senior Subordinated Indenture and the other Subordinated Debt Documents (it being understood and agreed that if Agent and Lenders do not receive such certificate as provided herein or any declaration, demand, exercise of any default rights and remedies or other action is taken with respect to the Subordinated Indenture Default, Agent’s and Lenders’ waiver hereunder shall terminate and be of no further force and effect), and provided, further, that nothing contained herein shall in any way waive, release modify or limit Borrower’s or any Credit Party’s obligations to otherwise comply with all terms and conditions of the Credit Agreement and the other Loan Documents nor any of Agent’s and Lenders’ rights and privileges in respect thereof.

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SECTION 3.                            Conditions to Effectiveness.  This Amendment shall be effective upon satisfaction of the following conditions precedent:

(a)                                  This Amendment shall have been executed and delivered by Lenders and the Credit Parties.

(b)                                 Each Lender executing this Amendment shall have been paid an amendment fee equal to the product of (i) 15 basis points multiplied by (ii) the sum of (x) the portion of the principal balance of the Term Loan held by such Lender plus (y) the Revolving Loan Commitment of such Lender, which fee shall be non-refundable and fully earned upon execution hereof by the Lenders.

(c)                                  The execution and delivery or satisfaction of each of the agreements, documents or other instruments or conditions set forth in the closing checklist attached hereto as Annex A (the “Closing Checklist”), in a form, substance and manner satisfactory to Agent.

SECTION 4.                            Limited Waiver and Amendment.  The limited waiver and amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (i) except as expressly provided in this Amendment, be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Loan Document or (ii) prejudice any right or rights that Agent or Lenders may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document.

SECTION 5.                            Representations And Warranties Of Credit Parties.

(a)                                  The execution, delivery and performance by each Credit Party of this Amendment has been duly authorized by all necessary corporate action and this Amendment is a legal, valid and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);

(b)                                 Each of the representations and warranties contained in the Credit Agreement is true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date; and

(c)                                  Neither the execution, delivery and performance of this Amendment by each Credit Party nor the consummation of the transactions contemplated hereby does or shall contravene, result in a breach of, or violate (i) any provision of such Credit Party’s certificate or articles of incorporation or bylaws, (ii) any law or regulation, or any order or decree of any court or government instrumentality, or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Credit Party or any of its Subsidiaries is a party or by which such Credit Party or any of its Subsidiaries or any of their property is bound, except in any such case to the extent such conflict or breach has been waived by a written waiver document, a copy of which has been delivered to Agent on or before the date hereof.

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SECTION 6.                            Reference To And Effect Upon The Credit Agreement.

(a)                                  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]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first written above.

[Signature Page to Limited Waiver and Amendment No.1]

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The following Persons are signatories to this Amendment in their capacity as Credit Parties and not as Borrowers.

[Signature Page to Limited Waiver and Amendment No.1]

S - 2

[Signature Page to Limited Waiver and Amendment No.1]

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EXHIBIT 4.1(b)

to

CREDIT AGREEMENT

BORROWING BASE CERTIFICATE

ROLLER BEARING COMPANY OF AMERICA, INC.

Date:                 ,          

This Certificate is given by Roller Bearing Company of America, Inc., a Delaware corporation (“Borrower”) pursuant to Section 4.1(b) of that certain Credit Agreement dated as of May 30, 2002 among Borrower, the other Credit Parties party thereto, the Lenders from time to time party thereto and General Electric Capital Corporation, as agent for the Lenders (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time the “Credit Agreement”).  Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

The undersigned is duly authorized to execute and deliver this Certificate on behalf of Borrower.  By executing this Certificate such officer hereby certifies to Agent and Lenders on behalf of Borrowers and without personal liability that:

(a)                                  Attached hereto as Schedule 1 is a calculation of the proposed Borrowing Base for Borrower as of the above date;

(b)                                 Based on such schedule, the proposed Borrowing Base as of the above date is:

$               

(c)                                  except as set forth on Schedule 2 hereto, Borrower is in compliance with the Minimum Borrowing Availability contained in Annex G of the Credit Agreement, as demonstrated on Schedule 2 hereto

(d)                                 Agent shall have the right to establish or modify or eliminate Reserves against Eligible Accounts and Eligible Inventory from time to time in its reasonable credit judgment to reflect issues with respect to the collectability of Accounts arising or discovered by Agent after the Closing Date or to reflect issues with respect to the salability of Inventory arising or discovered by Agent after the Closing Date.  In addition, Agent reserves the right at any time to adjust any of the criteria set forth below and to establish new criteria in its reasonable credit judgment to reflect changes in the Borrower’s or the applicable Secured Guarantor’s business operations, the collectability of Accounts or salability of Inventory, subject to the approval of Requisite Revolving Lenders in the case of adjustments or new criteria which have the effect of making more credit

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available.  Borrower acknowledges that the exercise by Agent of any right pursuant to this clause (d) shall have the effect of adjusting the proposed Borrowing Base set forth above.

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IN WITNESS WHEREOF, Borrower has caused this Certificate to be executed by its                                 this         day of                       ,         .

[Signature Page to Borrowing Base Certificate]

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Schedule 1

to Exhibit 4.1(b)

BORROWING BASE CALCULATION

ROLLER BEARING COMPANY OF AMERICA, INC.

[All dollar amounts are in thousands]

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*3,500,000 during the period from January 31, 2003 through April 30, 2003

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Schedule 2

to Exhibit 4.1(b)

MINIMUM BORROWING AVAILABILITY
(Section E(b))

*3,500,000 for the period from January 31, 2003 through April 30, 2003

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