Exhibit 10.26
AMENDMENT NO. 4 TO CREDIT AGREEMENT
AMENDMENT NO. 4 to Credit Agreement (this "Amendment") entered into as of
September 30, 2004 among GENERAL BEARING CORPORATION (the "Borrower"), the
Lenders party hereto and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent
(the "Administrative Agent").
WHEREAS, the Borrower, the Lenders and the Administrative Agent are
parties to the Credit Agreement dated as of December 20, 1999 (as amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement"); and
WHEREAS, the obligations of the Borrower under the Credit Agreement are
guaranteed by the Subsidiary Guarantors party to the Guarantee and Collateral
Agreement dated as of December 20, 1999 (the "Guarantee Agreement") between the
Subsidiary Guarantors and the Administrative Agent; and
WHEREAS, the Borrower has requested that the Lenders and the
Administrative Agent amend certain provisions of the Credit Agreement, and the
Lenders and the Administrative Agent have agreed to make such amendments subject
to the terms and conditions set forth herein; and
WHEREAS, terms not otherwise defined herein shall have the respective
meanings ascribed thereto in the Credit Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Amendments to Credit Agreement.
(a) Additional Definitions. Section 1.1 of the Credit Agreement is hereby
amended by adding the following new definitions in the appropriate alphabetical
order:
"Amendment No. 4" means Amendment No. 4 to Credit Agreement, dated
as of September 30, 2004, by and among the Borrower, the Lenders and the
Administrative Agent.
(b) Investments. Section 7.8 of the Credit Agreement is hereby amended by
deleting clause (h) thereof in its entirety and substituting the following
therefor:
(h) Investments by the Borrower or any of its Domestic
Subsidiaries in Foreign Subsidiaries and other Affiliates of the Borrower
in an aggregate amount not to exceed for any Fiscal Year set forth below
the amount set forth below opposite such Fiscal Year:
Aggregate Amount
Fiscal Year of Investment
----------- -------------
Fiscal Year 2003 $1,750,000
Fiscal Year 2004 $2,800,000
Fiscal Year 2005 and each Fiscal Year thereafter $2,000,000
provided that (x) both before and after giving effect to such Investment,
no Default shall exist or result therefrom and (y) commencing with Fiscal
Year 2005, in the event that Investments made or incurred during the
immediately preceding Fiscal Year are less than the amounts permitted to
be made or incurred during such Fiscal Year pursuant to this Section
7.8(h) without giving effect to any amounts permitted to be carried
forward to such Fiscal Year from the immediately preceding Fiscal Year, an
amount equal to the lesser of (I) such unused amount and (II) $800,000 may
be carried forward to the immediately succeeding Fiscal Year provided that
(A) no amounts once carried forwarded to the next Fiscal Year may be
carried forward to the Fiscal Years thereafter and (B) all Investments
made or incurred in any Fiscal Year shall be applied first to reduce the
amount of Investments permitted to be made or incurred in such Fiscal Year
pursuant to this Section 7.8(h) without giving effect to any amounts
permitted to be carried forward to such Fiscal Year from the immediately
preceding Fiscal Year and then to reduce the amount carried forward.
(c) Schedules to Credit Agreement. The Schedules to the Credit Agreement
are hereby amended as set forth in the schedules attached hereto as Exhibit A.
(d) Schedules to Guarantee and Collateral Agreement. The Schedules to the
Guarantee and Collateral Agreement are hereby amended as set forth in the
schedules attached hereto as Exhibit B.
(e) General. All references to "this Agreement" in the Credit Agreement
and to "the Credit Agreement" in the other Loan Documents shall be deemed to
refer to the Credit Agreement as amended by this Amendment.
2
2. Effectiveness of Amendment.
(a) The effectiveness of this Amendment is subject to the satisfaction of
the following conditions:
(i) The Administrative Agent shall have received a counterpart of
this Amendment executed by the Borrower.
(ii) The Administrative Agent shall have received counterparts of
the Consent and Acknowledgment of Subsidiary Guarantors annexed hereto by each
of the Subsidiary Guarantors.
(iii) The Administrative Agent shall have received all fees and
expenses due and payable on or prior to the date hereof (including, without
limitation, all fees and expenses of counsel to the Administrative Agent.
(iv) The Administrative Agent shall have received such other
documents and certificates as the Administrative Agent or its counsel may
reasonably request, all in form and substance satisfactory to the Administrative
Agent and its counsel.
(b) This Amendment shall become effective as of September 30, 2004 (the
"Amendment No. 4 Effective Date") upon the satisfaction of the conditions set
forth in Section 2(a) hereof.
3. Acknowledgments and Confirmations. The Borrower and each Subsidiary
Guarantor acknowledges and confirms that the Liens granted pursuant to the Loan
Documents secure, without limitation, the Indebtedness, liabilities and
obligations of the Borrower to the Administrative Agent and the Lenders under
this Amendment, whether or not so stated in the Loan Documents, and that the
term "Obligations" as used in the Loan Documents (or any other term used therein
to refer to the Indebtedness, liabilities and obligations of the Borrower to the
Administrative Agent or any of the Lenders) includes, without limitation, the
Indebtedness, liabilities and obligations to the Administrative Agent and the
Lenders under the Credit Agreement as amended by this Amendment.
4. Representations and Warranties. The Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that:
(a) The representations and warranties set forth in the Loan
Documents (other than the representations and warranties made as of a specific
date and as set forth in Exhibits A and B hereto) are true and correct in all
material respects as of the date hereof and with the same effect as though made
on and as of the date hereof, except that (i) Shanghai General Bearing Co.,
Ltd., Ningbo General Bearing Co., Ltd. and Jiangsu General Ball & Roller Co.,
3
Ltd. may, from time to time, incur Guarantee Obligations which are non-recourse
to the Borrower or any Guarantor Subsidiary and (ii) in December 2003, the
Borrower disposed of the assets and liabilities of General Ball and Roller, Inc.
(formerly known as WMW Machinery Company, Inc.) and its interest in World
Machinery Works, S.A., collectively representing substantially all of the assets
of the Borrower's machine tools segment.
(b) No Default or Event of Default and no event or condition which,
with the giving of notice or lapse of time or both, would constitute such a
Default or Event of Default, now exists or would exist.
(c) (i) The execution, delivery and performance by the Borrower of
this Amendment is within its organizational powers and have been duly authorized
by all necessary action (corporate or otherwise) on the part of the Borrower,
(ii) this Amendment is the legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms, and (iii) neither
this Amendment nor the execution, delivery and performance by the Borrower
hereof: (A) contravenes the terms of the Borrower's organization documents, (B)
conflicts with or results in any breach or contravention of, or the creation of
any Lien under, any document evidencing any contractual obligation to which the
Borrower is a party or any order, injunction, writ or decree to which the
Borrower or its property is subject, or (C) violates any requirement of law.
5. Effect; No Waiver. Except as specifically set forth herein, the Credit
Agreement and the other Loan Documents shall remain in full force and effect in
accordance with their terms and are hereby ratified and confirmed. The
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Administrative Agent or the Lenders
under the Credit Agreement, nor constitute a waiver of any provision of the
Credit Agreement, except as specifically set forth herein.
6. Miscellaneous.
(a) The Borrower shall pay the Administrative Agent upon demand for
all reasonable expenses, including reasonable attorneys' fees and expenses of
the Administrative Agent, incurred by the Administrative Agent in connection
with the preparation, negotiation and execution of this Amendment.
(b) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(c) This Amendment shall be binding upon the Borrower, the
Administrative Agent and the Lenders and their respective successors and
assigns, and shall inure to the benefit of the Borrower, the Administrative
Agent and the Lenders and the respective successors and assigns of the
Administrative Agent and the Lenders.
4
(d) This Amendment (and the Consent and Acknowledgment of Subsidiary
Guarantors annexed hereto) may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.
[The remainder of this page intentionally has been left blank.]
5
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective duly authorized officers on the
date first above written.
GENERAL BEARING CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
KEYBANK NATIONAL ASSOCIATION,
as Administrative Agent, Issuer and Lender
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
General Bearing Amendment No. 4 Signature Page
CONSENT AND ACKNOWLEDGMENT
OF SUBSIDIARY GUARANTORS
Each of the undersigned Subsidiary Guarantors hereby (1) consents to the
execution and delivery by the Borrower of the foregoing Amendment; (2) agrees
that the definition of "Obligations" (and any other term referring to the
indebtedness, liabilities and obligations of the Borrower to the Administrative
Agent or any of the Lenders) in the Guarantee Agreement and the other Loan
Documents shall include the Indebtedness of the Borrower under the Amendment;
(3) agrees that the definition of "Credit Agreement" in the Guarantee Agreement
and the other Loan Documents to which it is a party is hereby amended to mean
the Credit Agreement as amended by the foregoing Amendment; (4) reaffirms its
continuing liability under its Guarantee Agreement (as modified hereby); and (5)
confirms and agrees that it is a Subsidiary Guarantor party to the Guarantee
Agreement and that the Guarantee Agreement and the other Loan Documents to which
it is a party are, and shall continue to be, in full force and effect in
accordance with their respective terms.
GENERAL BEARING BALL AND ROLLER, INC.
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name:
Title:
CHINA BEARING CENTER, INC.
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name:
Title:
NN GENERAL, LLC
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name:
Title:
GENERAL BALL AND ROLLER, INC.
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name:
Title:
Consent and Acknowledgment of Subsidiary Guarantors Signature Page
GENBEARCO INTERNATINAL CORP.
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name:
Title:
HYATT ZWZ BEARING CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name:
Title:
Consent and Acknowledgment of Subsidiary Guarantors Signature Page
EXHIBIT A TO AMENDMENT NO. 4 TO CREDIT AGREEMENT
Schedules to Credit Agreement
Amended Schedule 1.1B
CAPITALIZATION OF BORROWER
Authorized shares: Total: 20,000,000
Common: 19,000,000
Preferred: 1,000,000
Issued shares: Common: 7,124,450 @ $.01 par value
Outstanding Shares: 3,790,222
Shareholders: Approximately 66% of outstanding shares
held by former shareholders of General
Bearing Ball & Roller, Inc.
Approximately 34% held by public
shareholders
Options: Approximately 358,550 outstanding
Transfer Agent: American Stock Transfer & Trust Company
Warrants: None
Domestic Subsidiaries: Total Total No. held
shares Issued by GBC
------ ------ ------
General Bearing Ball & Roller, Inc. 200 Common no par 200 200
General Ball and Roller, Inc. 1000 Common .01 par 100 100*
150,000 preferred .01 par 0 0
NN General, LLC 50 Class A 00 00
00 Xxxxx X 00 00
Xxxxx Bearing Center, Inc 200 Common no par 200 200*
Rockland Manufacturing Co. N/A
(Partnership)
Genbearco International Corp. 100 Common no par 100 100
Hyatt ZWZ Bearing Corporation 200 Common no par 100 65
*Owned by General Bearing Ball & Roller, Inc.
Amended Schedule 4.10
INTELLECTUAL PROPERTY
COPYRIGHTS AND COPYRIGHT LICENSES
None.
PATENTS AND PATENT LICENSES
None.
TRADEMARKS AND TRADEMARK LICENSES:
TRADEMARKS:
"The General": United States Patent Office Registration No. 1,076,300
The General {logo}:United States Patent Office Registration No.1158822
"HYATT": See Attachment A
Amended Schedule 4.7
LITIGATION
1. The Borrower was notified by United States Customs Service of its decision
to assess additional antidumping duty and interest upon the liquidation of
entry Nos. 419 0157180-6 of February 16, 1989 and 419 0158606 9 of April
6, 1989 on August 7, 1998. General Bearing has filed a Protest and
Application for further review on approximately June 3, 1999.
2. Gussack Realty Company, General Bearing Corporation v. Xerox. In 1995
Gussack Realty Company and General Bearing filed an action against Xerox
in the United States District Court for the Southern District of New York
regarding contaminants contained in the subsurface of a property near
property formerly leased by the Borrower. Xerox filed counterclaims. On
approximately April 28, 1999, a jury exculpated the Borrower from
liability for clean-up costs. On February 9, 1999, the New York State
Department of Environmental Conservation (the "DEC") notified the Borrower
and that it intended to conduct a Preliminary Site Assessment of the
property to determine whether hazardous wastes had been disposed of at the
site.
3. Agreement #D3-0002-95-03 between Gussack Realty Company and the DEC
regarding the investigation and remediation of petroleum contamination the
Grant Hardware Site. Gussack Realty, owner of 000 Xxxxx 000, Xxxxxxxx, XX
00000, without admitting liability for the contamination's occurrence or
maintenance has agreed to investigate and remediate the site to the DEC's
satisfaction. The Agreement does not waive the DEC's right to pursue any
claims against Gussack Realty company the DEC may have with regard to this
site.
4. General Bearing Corporation vs. Shanghai Roller Bearing Factory and
Shanghai Electric (Group) Co.
In the second half of 2003 the Company learned of acts of misconduct, including
misappropriation, by certain personnel at SGBC, which resulted in the loss or
reduction of SGBC assets. In January, 2004, the company filed the two legal
proceedings described below, seeking compensation for the damages resulting from
the misconduct.
First, on January 28, 2004, the Company filed suit in Federal District Court for
the Southern District of New York against Shanghai Electric (Group) Corp., a
Chinese company which is the indirect parent of SRBF, alleging Conversion and
Intentional Interference with Contract and seeking unliquidated damages in
excess of $75,000. The company is in the process of having the complaint served
in accordance with the Hague Convention.
Second, on February 6, 2004, the Company filed an arbitration proceeding against
SRBF in the International Chamber of Commerce alleging breach of contract,
conversion, fraud, and breach of fiduciary duty, and seeking an award of damages
believed to be in excess of $4,000,000, inclusive of the Company's capital
investment in SGBC. The demand for arbitration has been served on SRBF, who has
failed to file an answer, and the ICC is in the process of appointing
arbitrators.
On February 24, 2004, the Company reached an agreement with SRBF (the
"Settlement Agreement") whereunder:
GBC was granted the right to acquire additional equity of SGBC,
resulting in GBC holding a 51.39% majority interest therein for an
additional investment of $250,000;
SGBC's board of directors agreed that SGBC would pursue compensation
from all persons who wrongfully acquired assets of SGBC;
The employees of SGBC who were believed to have participated in the
wrongful conduct were replaced and;
GBC agreed to dismissal of the Lawsuits upon completion of its
acquisition of the majority interest in SGBC.
Subsequent to the above agreement, SRBF advised GBC that in order for it to be
able to implement the above agreement, it needed to be compensated for land use
rights which it had previously contributed to SGBC. GBC disputes that SRBF has
the right to be further compensated for such rights and is proceeding with the
Lawsuits.
Amended Schedule 4.16A
SUBSIDIARIES
Jurisdiction of Formation % owned
------------------------- -------
General Bearing Ball & Roller, Inc. Delaware See Sch. 1.1B
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
General Ball and Roller, Inc. Delaware See Sch. 1.1B
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
Rockland Manufacturing Co. New York See Sch. 1.1B
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx
Shanghai General Bearing Co., Ltd. PRC 50% by GBC
1201 Xxxxx xxxx
Xxx Xxxx, Xxxxxxxx 00000
Xxxxx
Ningbo General Bearing Co., Ltd. PRC 50% by GBC
Xxxxxx Xxxxxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxx, Xxxxx
Xxxxxxxx Xxxxxxxx, Xxxxx
Genbearco International Corp. New York See Sch. 1.1B
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
Hyatt ZWZ Bearing Corporation New York See Sch. 1.1B
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
Jiangsu General Ball & Roller Co., Ltd. PRC 51% by NN General, LLC
00 Xxxxxx Xxxx Xxxx
Xxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxx
NN General, LLC Delaware See Sch. 1.1B
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
World Machinery Group, BV Netherlands 60% by GBBR
Xxxxxxxx 0X
0000 Xxxxxxxx
Xxxxxxxxxxx
China Bearing Center, Inc. New York See Sch. 1.1B
00 Xxxx Xxxxxx
X. Xxxxx, XX 00000
Amended Schedule 4.16B
NON-OPERATING DOMESTIC SUBSIDIARIES
Non-Operating
Domestic Subsidiaries: Total shares Total Issued No. held by GBC
---------------------- ------------ ------------ ---------------
Genbearco International Corp. 100 Common no par 100 100
China Bearing Center 200 Common no par 200 200
Hyatt ZWZ Bearing Corporation 200 Common no par 100 65
Amended Schedule 4.24A
REAL PROPERTY OWNED BY BORROWER OR DOMESTIC SUBSIDIARIES
NONE
EXHIBIT B TO AMENDMENT NO. 4 TO CREDIT AGREEMENT
Schedules to Guarantee and Collateral Agreement
Amended Schedule 1
NOTICE ADDRESSES OF GUARANTORS
General Bearing Ball & Roller, Inc.
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
General Ball & Roller, Inc.
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
Genbearco International Corp.
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
China Bearing Center
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
Hyatt ZWZ Bearing Corporation
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
NN General, LLC
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
Amended Schedule 2
DESCRIPTION OF INVESTMENT PROPERTY
Pledged Stock:
------------------------------------- ----------------------- ------------------------ ---------------------
Investment Property Issuer Class of Stock Stock Certificate No. No. of Shares
-------------------------- -------------- --------------------- -------------
General Bearing Ball & Roller, Inc. Common 200
General Ball & Roller, Inc. Common 100
NN General, LLC Class A & B 100
Membership Units
Genbearco International Corp. Common 000
Xxxxx Bearing Center Common 200
Hyatt ZWZ Bearing Corporation Common 65
Pledged Notes:
------------------------------------- ----------------------- ------------------------ ---------------------
Investment Property Issuer Payee Principal Amount
-------------------------- ----- ----------------
None.
Amended Schedule 4
LOCATION OF GRANTORS' CHIEF EXECUTIVE OFFICES AND JURISDICTION
OF FORMATION
Location of Offices: Jurisdiction of Formation
-------------------- -------------------------
General Bearing Ball & Roller, Inc. Delaware
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
General Ball & Roller, Inc. Delaware
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
Genbearco International Corp. New York
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
Hyatt ZWZ Bearing Corporation New York
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
NN General, LLC Delaware
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
China Bearing Center, Inc. New York
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx
Amended Schedule 5
INVENTORY AND EQUIPMENT BY LOCATION
Grantor and Location
General Bearing Corporation Mahx X. Xxxxxxx, Inc.
00 Xxxx Xxxxxx 00 Xxxxxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000 Xxxxxxxxxx, XX 00000
X.X. Xxxxxx Sales Inc. Applied Industrial Technologies
00 Xxxx 000 00xx Xxxxxx 0000 Xxxxxxxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000 Xxxxxxxx, XX 00000
Quality Carton Inc. Applied Industrial Technologies
100 Sterling Mine Road 00000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000 Xxxxxxx, XX 00000
G/S Associates Inc. Applied Industrial Technologies
0000 XX Xx. Xxxxxx Xxxx 0000 Xxxxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000 Xxxxxx Xxxxxxx, XX 00000
Atlantic Bearing Co., Inc. Applied Industrial Technologies
000 X. Xxxxxx Xxxxxx J.R. Xxxxx Distribution Center
Xxxxxx, XX 00000 0000 Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Western Reserve Industrial Sales Co.
0000 Xxxxxxxxxx Xxxx Electrolux Home Products
Xxxxxxxxx, XX 00000 000 Xxxxxxxxx Xxxxx
Xxxx, XX 00000
Jelco Services
0000 Xxxx Xxx Consolidated Metco Inc.
Xxxxxx, XX 00000 00000 X. Xxxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxxxx, Inc.
9515 Unit A, East Rush Street Consolidated Metco Inc.
S. El. Xxxxx, XX 00000 000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxxx Bearing
0000-00 X Xxxxxx Xxxxxxxx Allied Railway Equipment Co. Inc.
Xxxxxxxxxxxx, XX 00000 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xx 00000
Castle Rubber Company
0000 Xxxxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Kaman
000 X. Xxxxxxxxx Xxxxxx,
Xxxxxxx, XX 00000
Kaman
00000 Xxxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000
Kaman
000 Xxx Xxxxxxxxx Xxxx, Xxxx 0-Xxxxx 000,
Xxxxxx, XX 00000
Kaman
0000 Xxxx 0000 Xxxxx,
Xxxx Xxxx Xxxx, XX 00000
Progress Rail
00 Xxxx 00 Xxxxx,
Xxxxxx, XX 00000
Progress Rail
000 Xxxxxxx Xxxx,
Xxxxxxx, XX 00000
Manville Rubber
0000 Xxxxxxx Xxxx.,
Xxxxxxxx, XX 00000
SKF
0000 Xxxxxxx Xxxx Xxxx,
Xxxxxxx Xxxxxx, XX 00000
Xxxxxxxx Engineered Solution
Circuito Sigio XXI #2136,
Mexicali, XXXX 00000, Xxxxxx
PSS Warehouse & Transportation Co.,
000 Xxxxxxx Xxxx,
Xxxxxx Xxxx, XX 00000
All equipment at West Nyack location
Amended Schedule 6
COPYRIGHTS AND COPYRIGHT LICENSES
None.
PATENTS AND PATENT LICENSES
None.
TRADEMARKS AND TRADEMARK LICENSES
"The General": United States Patent Office Registration No. 1,076,300
The General {logo}:United States Patent Office Registration No.1158822
"HYATT": See Attachment A
Amended Schedule 8
VEHICLES
1995 Dodge Intrepid
1998 Ford Econo Line Van E150
1998 Ford Escort
1999 Ford Taurus
1999 Volvo S80
2000 Dodge Intrepid
2001 BMW 330IA
2001 Lexus 300
2001 Audi TT
2002 Ford Taurus
2003 Lexus LS430
2003 Mercedes E320S4
2003 Ford Explorer
2003 BMW 530IA
2004 Ford Explorer
Amended Schedule 4.16A
SUBSIDIARIES
Jurisdiction of Formation % owned
------------------------- -------
General Bearing Ball & Roller, Inc. Delaware See Sch. 1.1B
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
General Ball and Roller, Inc. Delaware See Sch. 1.1B
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
Rockland Manufacturing Co. New York See Sch. 1.1B
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx
Shanghai General Bearing Co., Ltd. PRC 50% by GBC
1201 Xxxxx xxxx
Xxx Xxxx, Xxxxxxxx 00000
Xxxxx
Ningbo General Bearing Co., Ltd. PRC 50% by GBC
Xxxxxx Xxxxxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxx, Xxxxx
Xxxxxxxx Xxxxxxxx, Xxxxx
Genbearco International Corp. New York See Sch. 1.1B
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
Hyatt ZWZ Bearing Corporation New York See Sch. 1.1B
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
Jiangsu General Ball & Roller Co., Ltd. PRC 51% by NN General, LLC
00 Xxxxxx Xxxx Xxxx
Xxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxx
NN General, LLC Delaware See Sch. 1.1B
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
World Machinery Group, BV Netherlands 60% by GBBR
Xxxxxxxx 0X
0000 Xxxxxxxx
Xxxxxxxxxxx
China Bearing Center, Inc. New York See Sch. 1.1B
00 Xxxx Xxxxxx,
X. Xxxxx, XX 00000
Amended Schedule 4.16B
NON-OPERATING DOMESTIC SUBSIDIARIES
Non-Operating
Domestic Subsidiaries: Total shares Total Issued No. held by GBC
---------------------- ------------ ------------ ---------------
Genbearco International Corp. 100 Common no par 100 100
China Bearing Center 200 Common no par 200 200
Hyatt ZWZ Bearing Corporation 200 Common no par 100 65
