Exhibit 10.22

                       AMENDMENT NO. 1 TO CREDIT AGREEMENT

      AMENDMENT NO.1 to Credit Agreement (this "Amendment") entered into as of
December 29, 2001 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 waive any violation
of the covenants set forth in Section 7.1 of the Credit Agreement for period
ending on September 29, 2001; 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 1.1 of the Credit Agreement is hereby amended by deleting the
definition of "Consolidated EBIT" in its entirety and substituting the following
therefore:

            "Consolidated EBIT" means, for any period, Consolidated Net Income
      for such period plus, without duplication and to the extent reflected as a
      charge in the statement of such Consolidated Net Income for such period,
      the sum of (a) income tax expense, (b) Consolidated Interest Expense,
      amortization or writeoff of debt discount and debt issuance costs and
      commissions, discounts and other fees and charges associated with
      Indebtedness (including the Loans), (c) any extraordinary, unusual or
      non-recurring non-cash expenses or losses (including, whether or not
      otherwise includable as a separate item in the statement of such
      Consolidated Net Income for such period, non-cash losses on sales of
      assets outside of the ordinary course of business), and (d) any other
      non-cash charges, and minus, to the extent included in the statement of
      such Consolidated Net Income for such period, the sum of (i) interest
      income, (ii) any extraordinary, unusual or non-recurring income or gains
      (including, whether or not otherwise includable as a separate item in the
      statement of such Consolidated Net Income for such period, gains on sales
      of assets outside of the ordinary course of business) and (iii) any other
      non-cash income, all as determined on a consolidated basis.

      (b) Section 7.1 of the Credit Agreement is hereby deleted in its entirety
and the following substituted therefore:

            SECTION 7.1 Financial Condition Covenants.


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            (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 March 31, 2002

       The Fiscal Quarter beginning on or closest to April     2.50 to 1
       1, 2002 and thereafter

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 through (and including) the Fiscal Quarter
   ending on or closest to March 31, 2002

   The Fiscal Quarter beginning on or closest to April     1.50 to 1
   1, 2002 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.


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      (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 through (and including) the Fiscal Quarter
   ending on or closest to March 31, 2002

   The Fiscal Quarter beginning on or closest to April     3.50 to 1
   1, 2002 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.

      (c ) The form of Compliance Certificate is hereby amended by deleting the
definitions of "Consolidated EBIT" and "Consolidated EBITDA" set forth therein
in their entirety and substituting the following therefore:

      "Consolidated EBIT" and "Consolidated EBITDA" shall have the respective
meanings assigned thereto in the Credit Agreement.

      (d) 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 December 29, 2001 (the
"Amendment No. 1 Effective Date") when the conditions set forth in Section 2(a)
hereof have been satisfied.

      3.    Waiver. The Lender hereby waives the default by the Borrower in
            compliance with the covenants set forth in Section 7.1 of the Credit
            Agreement for the Fiscal Quarter ending, and as of the last day of
            the Fiscal Quarter ended, on or closest to September 30, 2001;
            provided that the waiver granted in this Section 3 is limited
            expressly to the defaults herein


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            described and shall not be deemed to be a waiver of non-compliance
            with any other provision of the Credit Agreement.

      4.    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.

      5.    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. 1 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. 1 Effective Date.

            (b)   After giving effect to the waiver set forth in Section 3
                  hereof, 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.

      6.    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.

      7.    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


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                  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.]

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:


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                           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:


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