GENERAL BEARING CORP
AMENDMENT NUMBER 2 TO THE CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>4
<FILENAME>e300261_ex10-23.txt
<DESCRIPTION>AMENDMENT NUMBER 2 TO THE CREDIT AGREEMENT
<TEXT>

Exhibit 10.23

                       AMENDMENT NO. 2 TO CREDIT AGREEMENT

      AMENDMENT NO. 2 to Credit Agreement (this "Amendment") entered into as of
May __, 2002 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 Subsidiaries of the Borrower 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)   Section 7.1 of the Credit Agreement is hereby deleted in
                        its entirety and the following substituted therefore:

      SECTION 7.1 Financial Condition Covenants.

            (a) Consolidated Funded Debt Ratio. The Borrower shall not permit
      the Consolidated Funded Debt Ratio as of the last day of any Fiscal
      Quarter (commencing with the Fiscal Quarter ending on or closest to
      December 31, 2000) occurring during any period set forth below to be
      greater than the ratio set forth opposite such period:

                                                               Consolidated
       Period                                                  Funded Debt Ratio
       ------                                                  -----------------

       The Fiscal Quarter beginning on or closest to January   3.50 to 1
       1, 2000 through (and including) the Fiscal Quarter
       ending on or closest to December 31, 2000

       The Fiscal Quarter beginning on or closest to January   2.75 to 1
       1, 2001 through (and including) the Fiscal Quarter
       ending on or closest to September 30, 2001

       The Fiscal Quarter beginning on or closest to October   4.25 to 1
       1, 2001 through (and including) the Fiscal Quarter
       ending on or closest to September 30, 2002

       The Fiscal Quarter beginning on or closest to October   4.00 to 1
       1, 2002 and thereafter


                                     - 70 -
<PAGE>

      provided, however, in determining the Consolidated Funded Debt Ratio for
      each Fiscal Quarter commencing with the Fiscal Quarter beginning on or
      closest to October 1, 2001, "Consolidated Funded Debt" and "Consolidated
      EBITDA" (including, without limitation, "Consolidated Net Income") shall
      be calculated solely in respect of the Borrower on a non-consolidated
      basis.

            (b) Consolidated Fixed Charge Coverage Ratio. The Borrower shall not
      permit the Consolidated Fixed Charge Coverage Ratio as of the last day of
      any Fiscal Quarter (commencing with the Fiscal Quarter ending on or
      closest to December 31, 2000) occurring during any period set forth below
      to be less than the ratio set forth below opposite such period:

                                                           Consolidated Fixed
   Period                                                  Charge Coverage Ratio
   ------                                                  ---------------------

   The Fiscal Quarter beginning on or closest to January   1.50 to 1
   1, 2000 through (and including) the Fiscal Quarter
   ending on or closest to September 30, 2001

   The Fiscal Quarter beginning on or closest to October   1.20 to 1
   1, 2001 and thereafter

      provided, however, in determining the Consolidated Fixed Charge Coverage
      Ratio for each Fiscal Quarter commencing with the Fiscal Quarter beginning
      on or closest to October 1, 2001, "Consolidated EBITDA" (including,
      without limitation, "Consolidated Net Income") and "Consolidated Fixed
      Charges" (including, without limitation, "Consolidated Interest Expense")
      shall be calculated solely in respect of the Borrower on a
      non-consolidated basis.

            (b) Consolidated Interest Coverage Ratio. The Borrower shall not
      permit the Consolidated Interest Coverage Ratio as of the last day of any
      Fiscal Quarter (commencing with the Fiscal Quarter ending on or closest to
      December 31, 2000) occurring during any period set forth below to be less
      than the ratio set forth below opposite such period:

                                                           Consolidated Interest
   Period                                                  Coverage Ratio
   ------                                                  --------------

   The Fiscal Quarter beginning on or closest to January   3.50 to 1
   1, 2000 through (and including) the Fiscal Quarter
   ending on or closest to September 30, 2001

   The Fiscal Quarter beginning on or closest to October   2.00 to 1
   1, 2001 and thereafter

      provided, however, in determining the Consolidated Interest Coverage Ratio
      for each Fiscal Quarter commencing with the Fiscal Quarter beginning on or
      closest to October 1, 2001, "Consolidated EBIT" (including, without
      limitation, "Consolidated Net Income") and "Consolidated Interest Expense"
      shall be calculated solely in respect of the Borrower on a
      non-consolidated basis.


                                     - 71 -
<PAGE>

                  (b)   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)   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.

                  (b)   This Amendment shall become effective as of May __, 2002
                        (the "Amendment No. 2 Effective Date") when the
                        conditions set forth in Section 2(a) hereof have been
                        satisfied.

            (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) 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 for such matters as are set forth in a
                        certificate of an Authorized Officer of the Borrower to
                        be delivered to the Administrative Agent within 60 days
                        after the Amendment No. 2 Effective Date; provided that
                        none of the matters set forth in such certificate shall
                        disclose any material adverse fact or condition
                        concerning the business, assets, operations or financial
                        condition of the Borrower and its Subsidiaries occurring
                        since the date of the Credit Agreement not disclosed to
                        the Administrative Agent in writing prior to the
                        Amendment No. 2 Effective Date.

                  (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.


                                     - 72 -
<PAGE>

                  (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.

                  (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.]


                                     - 73 -
<PAGE>

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: ______________________________________
                                      Name:
                                      Title:


                                      KEYBANK NATIONAL ASSOCIATION,
                                      as Administrative Agent, Issuer and Lender

                                      By: ______________________________________
                                      Name:
                                      Title:

<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.

                                         WORLD MACHINERY COMPANY

                                         By: ___________________________________
                                         Name:
                                         Title:


                                         WMW MACHINERY COMPANY, INC.

                                         By: ___________________________________
                                         Name:
                                         Title:


                                         CHINA BEARING CENTER, INC.

                                         By: ___________________________________
                                         Name:
                                         Title:


                                         NN GENERAL, LLC

                                         By: ___________________________________
                                         Name:
                                         Title:


</TEXT>
</DOCUMENT>
