Exhibit 2.1
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT, dated as of April 16, 2001, is entered
into by and between GBC ACQUISITION CORP., a Delaware corporation
("AcquisitionCo"), and GENERAL BEARING CORPORATION, a Delaware corporation
("Target").
Background
A. AcquisitionCo and Target are party to that certain Agreement and
Plan of Merger dated January 19, 2001 (the "Merger Agreement"), by and between
AcquisitionCo and Target. Terms not otherwise defined herein shall have the
meaning given to them in the Merger Agreement.
B. Pursuant to Section 4.5 of the Merger Agreement, AcquisitionCo
represented that it had received a commitment letter (the "Commitment Letter")
committing to provide to AcquisitionCo, upon the terms and subject to the
conditions therein, up to $9,000,000 in financing in connection with the Merger.
C. By its terms, the Commitment Letter expired on March 31, 2001.
The prospective lender has indicated that in light of current business
conditions, it is not willing to extend the Commitment Letter. Moreover, each of
the parties acknowledges that it is not reasonably feasible for AcquisitionCo to
finance the transaction given current business conditions.
D. Pursuant to Section 7.1(a) of the Merger Agreement, the Merger
Agreement may be terminated and the Merger abandoned at any time prior to the
Effective Time by the mutual written consent of AcquisitionCo and Target. For
the foregoing reasons, each of the parties desires to terminate the Merger
Agreement and to abandon the Merger.
Terms
For good and valuable consideration and intending to be legally
bound hereby, the parties hereto agree as follows:
1. Notwithstanding anything to the contrary contained in the Merger
Agreement, and in accordance with Section 7.1(a) of the Merger Agreement, as of
the date of this Agreement the Merger Agreement is terminated in its entirety,
without any further action on the part of any of the parties thereto, and the
Merger Agreement hereafter shall be of no further force and effect.
2. In connection with the termination of the Merger Agreement, each
of the parties hereby waives and relinquishes all rights it has under the Merger
Agreement and acknowledges that Merger is hereby abandoned.
3. To the extent this Termination Agreement is inconsistent with any
term of the Merger Agreement, the Merger Agreement shall be deemed to be amended
hereby and the terms of this Termination Agreement shall govern.
4. This Termination Agreement, including the other documents
referred to herein, contains the entire understanding among the parties hereto
with respect to the subject matter contained herein. This Termination Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter, including the Merger Agreement.
5. This Termination Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but which together shall
constitute one and the same instrument.
6. This Termination Agreement shall be governed in all respects by
the laws of the State of Delaware without regard to the conflicts of law
principals of any jurisdiction.
7. The provisions of this Termination Agreement shall inure to the
benefit of, and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, this Termination Agreement has been executed as of the
date and year first above written.
GENERAL BEARING CORPORATION
By: /s/ Xxxxx Xxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
GBC ACQUISITION CORP.
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
