Gussack Seymour, et al. – ‘SC 13D/A’ on 1/29/01 re: General Bearing Corp – EX-7.(C)

On:  Monday, 1/29/01, at 4:04pm ET   ·   Accession #:  1005477-1-514   ·   File #:  5-59685

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 1 to Schedule 13D                       23    109K 
 2: EX-7.(C)    Commitment Letter                                     14     47K 

EX-7.(C)   —   Commitment Letter
Exhibit Table of Contents

EX-7.(C)
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EXHIBIT 7(c)

                                             KeyBank
                                                           One Washington Center
              KEYBANK NATIONAL ASSOCIATION     5th Floor
                               KeyBank Plaza            Newburgh, NY 12550
 One Washington Center
Newburgh, New York 12550

              August 1, 2000

 Senior Facilities Commitment Letter

GBC Acquisition Corp.                                                           
44 High Street                                                                  
West Nyack, New York 10994                                                      

Attention: David Gussack, President                                             

Ladies and Gentlemen:                                                           

           GBC Acquisition Corp., a Delaware corporation ("GBCA"), has advised
Key Bank of its intention to enter into a merger transaction with General       
Bearing Corporation, a Delaware corporation ("GBC"; together with any           
wholly-owned subsidiary thereof referred to in this sentence, the "Company") or 
a wholly-owned subsidiary of GBC, whereby the holders of shares of publicly     
traded common stock will receive cash in exchange for their shares and the      
common stock of the Company will become privately held by all or some of the    
persons listed on Schedule 2 hereto ("Transaction" or "Merger"). References     
herein to the "Transaction" shall include the financings described herein and   
all other transactions related to the Transaction.                              

    You have also advised us that (a) you propose to finance the
Transaction and the related fees and expenses thereof from a term loan facility 
in the aggregate amount of $9,000,000 (the "Term Facility") and (b) you request 
that upon consummation of the Merger, the existing $21,000,000 revolving credit 
facility (the "Revolving Facility" together with the Term Facility, the "Senior 
Facilities") under the Credit Agreement, dated as of December 20,1999 (as       
amended to the date hereof, the "Existing Credit Agreement"; capitalized terms  
used but not otherwise defined herein shall have their ascribed meanings under  
the Existing Credit Agreement) by and among the Company, KeyBank, as            
administrative agent (in such capacity, the "Administrative Agent") and the     
Lenders thereunder continue to be available to finance the continuing operations
of the Company and its subsidiaries after the Transaction.                      

         KeyBank is pleased to advise you of its commitment to provide the
entire amount of the Term Facility. The Statement of Terms and Conditions       
attached as Exhibit A hereto (the "Senior Facilities Term Sheet") sets forth the
principal terms and conditions on and subject to which KeyBank is willing to    
make available the Term Facility and to continue to make available the Revolving
Facility to the Company after the Transaction.                                  

EX-7.(C)
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    It is agreed that KeyBank will act as the sole and exclusive
Administrative Agent in respect of the Senior Facilities, and will act as the   
sole and exclusive advisor in respect of the Senior Facilities and will, in such
capacities, perform the duties and exercise the authority customarily performed 
and exercised by it in such roles. You agree that no other agents, co-agents or 
arrangers will be appointed, no other titles will be awarded and no compensation
(other than that expressly contemplated herein and by the Senior Facilities Term
Sheet referred to below) will be paid in connection with the Senior Facilities  
unless you and we shall so agree.                                               

        You hereby represent and covenant that (a) all information other
than the Projections defined below (the "Information") that has been or will be 
made available to KeyBank by you or any of your representatives or the Company  
is or will be, when furnished, complete and correct in all material respects and
does not or will not, when furnished, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements 
contained therein not materially misleading in light of the circumstances under 
which such statements are made and (b) all financial projections (the           
"Projections") that have been or will be made available to KeyBank by you or any
of your representatives or the Company have been or will be prepared in good    
faith based upon reasonable assumptions. You understand that we may use and rely
on the Information and Projections without independent verification thereof.    

         As consideration for KeyBank's commitment hereunder and KeyBank's
agreement to perform the services described herein, GBCA agrees to pay to Key   
Bank a nonrefundable $175,000 underwriting fee, payable on the Closing Date (as 
defined in the Senior Facilities Term Sheet) and the other nonrefundable fees   
set forth in the Senior Facilities Term Sheet.                                  

         KeyBank's commitment hereunder and KeyBank's agreement to perform
the services described herein are subject to (a) there not occurring any change,
occurrence or development since April 1, 2000 that could reasonably be expected 
to have a material adverse effect on the business, operations, property,        
condition (financial or otherwise) or prospects of GBCA, the Company and its    
subsidiaries, taken as a whole, (b) our not becoming aware after the date hereof
of any material information or other matter relating to GBCA, the Company or the
Transaction (including any matter relating to financial models and underlying   
assumptions relating to the Projections) that in our reasonable judgment is     
inconsistent in a material and adverse manner with such information or other    
matter disclosed to us prior to the date hereof; (c) there not having occurred  
after the date hereof a material disruption of or material adverse change in    
conditions in the financial, banking or capital markets (including, without     
limitation, the high-yield market), (d) the negotiation, execution and delivery 
on or before the Closing Date (as defined in the Senior Facilities Term Sheet), 
of definitive documentation with respect to the Senior Facilities reasonably    
satisfactory to KeyBank and its counsel and (e) the other conditions set forth  
or referred to in the Senior Facilities Term Sheet. Such definitive             
documentation with respect to the Senior Facilities shall contain terms and     
provisions in addition to those set forth herein and in the Senior Facilities   
Term Sheet. Those matters in such definitive documentation that are not covered 
by the provisions set forth herein and in the Senior Facilities Term Sheet shall
be reasonably satisfactory to KeyBank and its counsel.                          

EX-7.(C)
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            You agree (a) to indemnify and hold harmless KeyBank, its affiliates
and its respective officers, directors, employees, advisors and agents (each, an
"indemnified person") from and against any and all losses, claims, damages and  
liabilities to which any such indemnified person may become subject arising out 
of or in connection with this Commitment Letter, the Senior Facilities, the use 
of the proceeds thereof, the Transaction or any related transaction or any      
claim, litigation, investigation or proceeding relating to any of the foregoing,
regardless of whether any indemnified person is a party thereto, and to         
reimburse each indemnified person upon demand for any legal or other expenses   
incurred in connection with investigating or defending any of the foregoing,    
provided that the foregoing indemnity will not, as to any indemnified person,   
apply to losses, claims, damages, liabilities or related expenses to the extent 
they are found by a final, non-appealable judgment of a court to arise from the 
willful misconduct or gross negligence of such indemnified person, and (b) to   
reimburse KeyBank and its affiliates on demand for all out-of-pocket expenses   
(including due diligence expenses, syndication expenses, consultant's fees and  
expenses, travel expenses, and reasonable fees, charges and disbursements of    
counsel) incurred in connection with the Senior Facilities and any related      
documentation (including this Commitment Letter and the definitive financing    
documentation) or the administration, amendment, modification or waiver thereof.
No indemnified person shall be liable for any damages arising from the use by   
others of Information or other materials obtained through electronic,           
telecommunications or other information transmission systems or for any special,
indirect, consequential or punitive damages in connection with the Senior       
Facilities.                                                                     

           You acknowledge that KeyBank and its affiliates (the term "KeyBank"
as used below in this paragraph being understood to include such affiliates) may
be providing debt financing, equity capital or other services (including        
financial advisory services) to other companies in respect of which you may have
conflicting interests regarding the transactions described herein and otherwise.
KeyBank will not use confidential information obtained from you by virtue of the
transactions contemplated by this Commitment Letter or its other relationships  
with you in connection with the performance by KeyBank of services for other    
companies, and KeyBank will not furnish any such information to other companies.
You also acknowledge that KeyBank has no obligation to use in connection with   
the transactions contemplated by this Commitment Letter, or to furnish to you,  
confidential information obtained from other companies.                         

          This Commitment Letter shall not be assignable by you to any third
party except the Company without the prior written consent of KeyBank (and any  
purported assignment without such consent shall be null and void), is intended  
to be solely for the benefit of the parties hereto and is not intended to confer
any benefits upon, or create any rights in favor of, any person other than the  
parties hereto. This Commitment Letter may not be amended or waived except by an
instrument in writing signed by you and KeyBank. This Commitment Letter may be  
executed in any number of counterparts, each of which shall be an original, and 
all of which, when taken together, shall constitute one agreement. Delivery of  
an executed signature page of this Commitment Letter by facsimile transmission  
shall be effective as delivery of a manually executed counterpart hereof. This  
Commitment Letter is the only agreement that has been entered into among us with
respect to the Senior Facilities and sets forth the entire understanding of the 
parties with respect thereto. This Commitment Letter shall be governed by, and  
construed in accordance with, the laws of the State of New York.                

EX-7.(C)
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            This Commitment Letter is delivered to you on the understanding that
neither this Commitment Letter, the Senior Facilities Term Sheet nor any of     
their terms or substance shall be disclosed, directly or indirectly, to any     
other person except (a) to the officers, agents and advisors of the Company or  
GBCA who are directly involved in the consideration of this matter or (b) as may
be compelled in a judicial or administrative proceeding or as otherwise required
by law (in which case you agree to inform us promptly thereof), provided, that  
the foregoing restrictions shall cease to apply after this Commitment Letter has
been accepted by you.                                                           

            The compensation, reimbursement, indemnification and confidentiality
provisions contained herein shall remain in full force and effect regardless of 
whether definitive financing documentation shall be executed and delivered and  
notwithstanding the termination of this Commitment Letter or KeyBank's          
commitment hereunder, provided, that your obligations under this Commitment     
Letter (other than (i) provisions relating to titles awarded in connection with 
the Senior Facilities and assistance to be provided by you in connection with   
the syndication thereof and (ii) the confidentiality provisions set forth above)
shall automatically terminate and be superseded by the provisions of the        
definitive documentation relating to the Senior Facilities upon the initial     
funding thereunder, and you shall automatically be released from all liability  
in connection therewith at such time.                                           

            If the foregoing correctly sets forth our agreement, please indicate
your acceptance of the terms hereof and of the Senior Facilities Term Sheet by  
returning to us executed counterparts hereof. This offer will automatically     
expire at 5:00 p.m., New York City time, on August 8, 2000 in the event we have 
not received such executed counterparts in accordance with the second preceding 
sentence prior to such time.                                                    

          We are pleased to have been given the opportunity to assist you in
connection with this important financing.                                       

                 Very truly yours,

                            KEYBANK NATIONAL ASSOCIATION

                          By: /s/ Michael J. Coutler
                                           -------------------------------------
                              Name: Michael J. Coulter
                                  Title: Senior Vice President

Accepted and agreed to as of the date first above written:                      

GBC ACQUISITION CORP.                                                           

By: /s/ David Gussack                                                           
------------------------------                                              
Name: David Gussack                                                       
Title: President                                                          

EX-7.(C)
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                                                                      SCHEDULE I

SOURCES AND USES TABLE

Sources:                                                                        

    Term Loan                                                     $9,000,000
                                                                  ----------

          Total Sources:                                          $9,000,000
                                                                  ==========

Uses:                                                                           

Purchase of all publicly held common stock outstanding              
and associated fees and expenses not to exceed                      
$2,500,000 and (to the extent available) for general                
    corporate purposes                                            $9,000,000
                                                                  ----------

          Total Uses                                              $9,000,000
                                                                  ==========

EX-7.(C)
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                                                                      SCHEDULE 2

GENERAL BEARING CORPORATION STOCKHOLDERS
 (POST-MERGER)

Atwell & Co. c/o Chase Manhattan Bank (Estate of Harold S. Geneen)              
Jonathan Baruc                                                                  
Rebecca Baruc                                                                   
Robert Baruc                                                                    
Siri Baruc                                                                      
Adam Bellin                                                                     
Sophie Rose Bellin                                                              
Jessica L. Corsino                                                              
Amy Gussack                                                                     
David L. Gussack                                                                
Faith Gussack                                                                   
Lisa Gussack                                                                    
Natasha Eve Gussack                                                             
Nina Gussack                                                                    
Seymour I. Gussack                                                              
Wendy Gussack                                                                   
Linda M. Herrera                                                                
Joseph J.C. Hoo                                                                 
Kermit Moyer                                                                    
Allan Septimus                                                                  
Allan Stein                                                                     
Benjamin Stein                                                                  
Daniel Stein                                                                    

EX-7.(C)
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 Exhibit A
                GBC ACQUISITION CORP.        KeyBank
                                                           One Washington Center
                                               5th Floor
                        $30,000,000 SENIOR FACILITIES    Newburgh, NY  12550
 Statement of Terms and Conditions

Borrowers:                    GBC Acquisition Corp., a Delaware corporation     
                           ("GBCA"), and, upon consummation of the Merger,
                   General Bearing Corporation, a Delaware
                           corporation (the "Company"; together with GBCA,
the "Borrowers").   

Guarantors:                   All Domestic Subsidiaries of the Company, except  
   WMW Machinery Co., Inc.

Administrative Agent:         KeyBank National Association ("KeyBank"), in its  
                           role as Administrative Agent for the Facilities
(the "Agent").      

Purpose:                      To provide financing for working capital and      
                             general corporate purposes, as well as to finance
the Transaction.    

Facilities and Amounts:       (a) Secured revolving line of credit (the         
                             "Revolver") in the amount of $21,000,000 and, (b)
                              secured term loan in the amount of $9,000,000 (the
                          "Term Loan"), (together with the Revolver, the
"Facilities").      

Closing Date:                 The date which is within 120 calendar days of the 
                              execution and delivery of the Commitment Letter by
GBCA.               

EX-7.(C)
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REVOLVER

Purpose:                      The Revolver will be used: (i) to fund the working
                           capital requirements of the Borrowers and their
                         respective subsidiaries; and (ii) for general
                         corporate purposes of the Borrowers and their
    respective subsidiaries.

Term:                         The Revolver will have a term of no longer than   
              three years from the Closing Date.

Facility Amortization:        None.                                             

Interest Rate:                LIBOR and ABR plus the Applicable Margin set forth
                on the Pricing Grid attached hereto.

Commitment Fee:               The applicable rate per annum on the unused       
                         portion of the Revolver, payable quarterly in
                             arrears as set forth on the Pricing Grid attached
hereto.             

Collateral:                   See "Collateral" under "General Terms and         
Conditions".        

 TERM LOAN

Purpose:                      The Term Loan will be used to finance the         
                           Transaction and for general corporate purposes.

Term:                         The Term Loan will have a term of no longer than 7
        years from the Closing Date.

Amortization:                 The Term Loan will amortize completely over a     
                              period not to exceed 7 years from the Closing Date
as follows:         

                                  Year                Amount
                                  ----                ------

                                     1                  $900,000
                                     2                  $900,000
                                     3                  $900,000
                                     4                  $900,000
                                     5                  $900,000
                                     6                  $900,000
                                     7                $3,600,000

EX-7.(C)
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                      The term Loan will be repayable in monthly
                         installments in arrears in an amount equal to
                             $75,000 with the outstanding balance to be repaid
                           on the seventh anniversary of the Closing Date.

Interest Rate:                LIBOR plus 190 basis points.                      

Hedging:                      KeyBank will require the Borrowers to purchase an 
                          interest rate hedge instrument for 100% of the
  Term Loan outstanding.

Security:                     See "Collateral" under "General Terms and         
Conditions".        

GENERAL TERMS AND CONDiTIONS

Mandatory and Optional        Mandatory prepayments shall be on substantially   
Prepayments:                  the same terms as the Existing Credit Agreement   
                       (as defined in the Commitment Letter). Such
                            amounts will be applied first to prepay the Term
                            Loan (in the inverse order of maturity) and then
                              to reduce the amount available under the Revolver.
                            Optional prepayments may be made by the Borrower
                   at any time without premium or penalty.

Collateral:                   The Facilities will be secured by a valid and     
                         perfected first priority security interest in
                           substantially all assets of the Company and its
                            Domestic Subsidiaries, except WMW Machinery Co.,
                   Inc., including without limitation, all
                        receivables, accounts, inventories, patents,
                      trademarks, copyrights, other intangibles,
                            equipment and real property (including leasehold
                            interests), whether now owned or acquired in the
                          future. The Facilities will also be secured by
                              pledges of 100% of the Borrower's capital stock in
             all of its Domestic Subsidiaries.

Interest Payments:            On substantially the same terms as the Existing   
Credit Agreement.   

Reporting Requirements:       On substantially the same terms as the Existing   
Credit Agreement.   

Loan Documentation:           The Facilities will be subject to the terms and   
                    conditions set forth in an amendment and
                             restatement of the Existing Credit Agreement (the
                             "Amended and Restated Credit Agreement"), related
                   security agreements, guarantees, pledge
                          agreements, and mortgages (including leasehold
                           mortgages) if requested, and other documents as
      deemed necessary by Agent.

Covenants:                    Substantially the same as the Existing Credit     
                            Agreement. In addition, the Borrowers will agree
                          to cause the Merger to become effective at the
                          earliest practicable date and in any event not
                      later than 30 days after the Closing Date.

EX-7.(C)
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Events of Default:            Substantially the same as the Existing Credit     
Agreement.          

Conditions Precedent:         Conditions precedent to closing to include,       
without limitation: 

                          1)     GBCA and the Company shall have entered
                              into a Merger agreement (the "Merger
                                Agreement"), which shall be reasonably
                                  satisfactory in all material respects to
    the Agent.
                         2)     The Merger shall have been approved by
                                    all necessary corporate action of GBCA and
                                the Company (including approval by the
                                   Company's shareholders, if required), and
                                  the Merger Agreement shall not have been
                                     amended, waived or modified in any material
                                    respect without the approval of the Agent.
                         3)     There shall not have occurred or exist
                                any breach or default under the Merger
                                  Agreement (including without limitation,
                               the failure of any representation and
                                warranty of the Company to be true and
                                  correct) that would cause a condition to
                                     the Transaction or to the obligation of any
                                   party thereto to effect the Merger not to
                               be satisfied. The representations and
                                     warranties contained in the definitive loan
                                    documentation shall be true and correct in
                all material respects.
                  4)     All conditions precedent to the
                                    consummation of the Transaction shall have
                                    been satisfied or waived with the approval
       of the Agent.
                       6)     Execution and delivery of definitive
                                  loan documentation and customary closing
                                   documents (including, without limitation,
                                 resolutions, certificates and opinions)
                             reasonably acceptable to the Agent.
                       7)     Absence of any pending or threatened
                                   action, investigation or proceeding which
                                would reasonably be expected to have a
                                material adverse effect on the assets,
                          properties, business, results of
                             operations, condition (financial or
                                    otherwise) or prospects of the Company and
                                     its subsidiaries taken as a whole, or which
                                   would reasonably be expected to restrain,
                            prevent or impose material adverse
                              conditions upon the Transaction, thc
                                  operations or business of the Company or
                             its subsidiaries or the facilities.
                          8)     The Agent shall be reasonably satisfied
                            with (i) the capital and ownership
                                    structure of the Company, GBCA and each of
                           the Guarantors, including without
                                   limitation, the charter and bylaws of the
                                   Company, GBCA and each such Guarantor and
                               each agreement or instrument relating
                                thereto and (ii) the amount, tenor and
                                 other terms and conditions of all other
                                equity and debt financings required in
                          connection with the Transaction.
                     9)     The fees and expenses of the Agent
                                     (including the fees and expenses of counsel
                                for the Agent) shall have been paid in
full. 
                     10)     All loans made under the Facilities
                              shall be in full compliance with the
                                     Federal Reserve Board's Margin Regulations.

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Required Lenders:              Required Lenders as in the Existing Credit       
Agreement.        

Agent's Counsel:               Jones, Day, Reavis & Pogue, with local counsel as
                             necessary depending on the location of any real
  property collateral.

Indemnities:                   Substantially the same as the Existing Credit    
Agreement.        

Representations & Warranties:  Substantially the same as the Existing Credit    
Agreement.        

Expenses:                      On substantially the same terms as the Existing  
Credit Agreement. 

Assignments and Participants:  On substantially the same terms as the Existing  
Credit Agreement. 

Taxes, Reserve Requirements                                                     
and Indemnities:               On substantially the same terms as the Existing  
Credit Agreement. 

Governing Law:                 State of New York                                

EX-7.(C)
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                                                                         ANNEX A

PRICING GRID

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------
                                                Applicable Margin                         
                                               for Revolving Loans                        
                                      -------------------------------------               
                                                                Revolving      Applicable 
    Consolidated Funded Debt          Eurodollar     ABR     Commitment Fee    Margin for 
             Ratio                       Loans      Loans         Rates          Bankers  
                                                                               Acceptances
------------------------------------------------------------------------------------------
                                                                                          
less than or equal to 1.75 to 1          1.00%      0.00%         0.125%          1.00%   
------------------------------------------------------------------------------------------

  greater than 1.75 to 1 and                                                              
less than or equal to 2.25 to 1          1.25%      0.25%         0.125%          1.25%   
------------------------------------------------------------------------------------------

  greater than 2.25 to 1 and                                                              
less than or equal to 2.75 to 1          1.50%      0.50%          0.25%          1.50%   
------------------------------------------------------------------------------------------

greater than 2.75 to 1 and                                                                
less than or equal to 3.00               1.75%      0.75%          0.25%          1.75%   
------------------------------------------------------------------------------------------

       greater than 3.00                 2.00%      1.00%          0.25%          2.00%   
------------------------------------------------------------------------------------------

If any financial statements are not delivered within the time periods specified 
in the Amended and Restated Credit Agreement then, until such financial         
statements are delivered, the Consolidated Funded Debt Ratio as at the end of   
the fiscal period that would have been covered thereby shall for the purposes of
this definition be deemed to be greater than 3.50 to 1.0. In addition, at all   
times while an Event of Default shall have occurred and be continuing, the      
Consolidated Funded Debt Ratio shall for the purposes of this definition be     
deemed to be greater than 3.50 to 1.0. Each determination of the Consolidated   
Funded Debt Ratio pursuant to this Pricing Grid shall be made with respect to   
(or, in the case of Consolidated Funded Debt, as at the end of) the period of   
four consecutive Fiscal Quarters of the Company ending at the end of the period 
covered by the relevant financial statements except to the extent otherwise     
provided in the Amended and Restated Credit Agreement.                          

EX-7.(C)
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KEYBANK NATIONAL ASSOCIATION
 KeyBank Plaza
 One Washington Center
Newburgh, New York 12550

 December 29, 2000

GBC Acquisition Corp.                                                           
44 High Street                                                                  
West Nyack, New York 10994                                                      

Attention: David Gussack, President                                             

       Re: Senior Facilities Commitment Letter

Ladies and Gentlemen:                                                           

         Reference is hereby made to that certain Commitment Letter, dated
August 1, 2000 (the "Commitment Letter"), between GBC Acquisition Corp. and     
KeyBank National Association ("KeyBank").                                       

            Notwithstanding anything to the contrary set forth in the Commitment
Letter, we hereby agree to extend the Closing Date set forth in Exhibit A to the
Commitment Letter to the date which is 90 days from date of this letter (the    
"Closing Date Extension").                                                      

           In consideration of the Closing Date Extension, you hereby agree to
pay to KeyBank a portion of the $175,000 underwriting fee set forth in the      
Commitment Letter in an amount equal to $25,000, due and payable on the date    
hereof.                                                                         

EX-7.(C)
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            If the foregoing correctly sets forth our agreement, please indicate
your acceptance of the terms hereof by returning to us executed counterparts    
hereof.                                                                         

                 Very truly yours,

                            KEYBANK NATIONAL ASSOCIATION

                          By: /s/ Michael J. Coulter
                                            ------------------------------------
                                     Name:  Michael J. Coulter
                                        Title: Senior Vice President

Accepted and agreed to as of the date first above written:                      

GBC ACQUISITION CORP.                                                           

By: /s/ David Gussack                                                           
-----------------------------------                                     
Name: David Gussack                                                   
Title: President                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

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