AMENDMENT NO.12
TO
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 12 ("Amendment") is entered into as of April 1,
1999, by and among GENERAL BEARING CORPORATION ("General Bearing"), a Delaware
corporation, HYATT RAILWAY PRODUCTS CORP. ("Hyatt"), a New York corporation,
each having its principal place of business at 00 Xxxx Xxxxxx, Xxxx Xxxxx, Xxx
Xxxx (General Bearing and Hyatt each a "Borrower" and jointly and severally
referred to as "Borrowers") and BNY FINANCIAL CORPORATION having its principal
place of business at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Lender").
BACKGROUND
Borrowers and Lender are parties to a Loan and Security Agreement
dated as of December 20, 1993, as amended by (i) Amendment No. 1 to Loan and
Security Agreement dated as of April __, 1994, (ii) Amendment No. 2 to Loan and
Security Agreement dated as of May 31, 1994, (iii) Amendment No. 3 to Loan and
Security Agreement dated as of November 14, 1994, (iv) Amendment No.4 to Loan
and Security Agreement dated as of June 19, 1995, (v) Amendment No. 5 to Loan
and Security Agreement dated as of March 1, 1996, (vi) Waiver and Amendment No.
6 to Loan and Security Agreement dated as of March 22, 1996, (vii) Waiver and
Amendment No. 7 to Loan and Security Agreement dated as of September 25, 1996,
(viii) Amendment No. 8 to Loan and Security Agreement dated as of October 31,
1996, (ix) a Letter Agreement dated March 7, 1997, (x) Amendment No. 9 to Loan
and Security Agreement dated as of June ___, 1997, (xi) a Letter Amendment dated
July 27, 1997, (xii) Waiver and Amendment No. 10 dated as of March 20, 1998,
(xiii) a Letter Agreement dated April 7, 1998, and (xiv) Amendment No. 11 to
Loan and Security Agreement dated as of May __, 1998 (as may be further amended,
restated, supplemented or otherwise modified from time to time, the "Loan
Agreement") pursuant to which Lender provided Borrowers with certain financial
accommodations.
Borrowers have requested that Lender amend one of the financial
covenants contained in the Loan Agreement and Lender is willing to do so on the
terms and conditions hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or grant of
credit heretofore or hereafter made to or for the account of Borrowers by
Lender, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.
2. Amendment to Loan Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 3 below, the Loan Agreement is hereby
amended as follows:
Section 12 (n) is amended to the extent that the final entry noted
therein (namely, for the "Fiscal Quarter End" of December 31, 1998) is
superceded and replaced as follows:
Fiscal Quarter End Tangible Net Worth
------------------ ------------------
December 31, 1998 $16,750,000
March 31, 1999 $16,750,000
June 30, 1999 $16,750,000
September 30, 1999 $16,750,000
December 31, 1999 $18,000,000
and each fiscal quarter end thereafter
3. Conditions of Effectiveness. This Amendment shall become
effective when Lender shall have received this Amendment executed by each
Borrower and consented and agreed to by each of Xxxxx Xxxxxxx, Xxxxx Industries,
Ltd. and General Bearing and Hyatt as guarantors and World Machinery Company as
subordinated lender.
4. Representations and Warranties. Each Borrower hereby represents
and warrants as follows:
(a) This Amendment and the Loan Agreement, as amended hereby,
constitute legal, valid and binding obligations of each Borrower and
are enforceable against each Borrower in accordance with respective
terms.
(b) Upon the effectiveness of this Amendment, each Borrower
hereby reaffirms all covenants, representations and warranties made
in the Loan Agreement to the extent the same are not amended hereby
and agrees that all such covenants, representations and warranties
shall be deemed to have been remade as of the effective date of this
Amendment.
(c) No Event of Default has occurred and is continuing or
would exist after giving effect to this Amendment.
(d) No Borrower has any defense, counterclaim or offset with
respect to the Loan Agreement.
5. Effect on the Loan Agreement
(a) Upon the effectiveness of Section 2 hereof each reference
in the Loan Agreement to "this Agreement," "hereunder." "hereof" or
words of like import shall mean and be a reference to the Loan
Agreement as amended hereby.
(b) Except as specifically amended herein, the Loan Agreement,
and all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and
effect, and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or
remedy of Lender, nor constitute a waiver of any provision of the
Loan Agreement, or any other documents, instruments or agreements
executed and/or delivered under or in connection therewith.
6. Governing Law. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
and shall be governed by and construed in accordance with the laws of the State
of New York.
7. 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 purpose.
8. Counterparts. This Amendment may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed an original
and all of which taken together shall constitute one and the same agreement. Any
signature delivered by a party by facsimile transmission shall be deemed to be
an original signature hereto
IN WITNESS WHEREOF, this Amendment has been duly executed as of the
day and year first written above.
GENERAL BEARING CORPORATION
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
HYATT RAILWAY PRODUCTS CORP.
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
BNY FINANCIAL CORPORATION
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
CONSENTED AND AGREED TO:
FISCO INDUSTRIES, LTD., as Guarantor
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
GENERAL BEARING CORPORATION, as Guarantor
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
SIGNATURES CONTINUED ON NEXT PAGE
HYATT RAILWAY PRODUCTS CORP., as Guarantor
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
__________________________________________
Xxxxx Xxxxxxx, Limited Guarantor
WORLD MACHINERY COMPANY,
as subordinated lender
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
