CONSENT AND AMENDMENT NO. 6 TO CREDIT AGREEMENT
EXHIBIT
10.30
CONSENT
AND AMENDMENT NO. 6 TO CREDIT AGREEMENT
THIS
CONSENT AND AMENDMENT NO.
6 TO CREDIT AGREEMENT AND WAIVER (this "Amendment"), dated as of
October 3, 2005, is made and entered into on the terms and conditions
hereinafter set forth, by and among NN, INC., a Delaware corporation
("Domestic Borrower"), NN EUROPE ApS, a Denmark limited liability company
(successor by name change to NN Euroball ApS) ("Euro Borrower"; Domestic
Borrower and Euro Borrower are sometimes hereinafter individually and
collectively referred to as the "Borrower"), all subsidiaries (except for
the Euro Borrower) of the Domestic Borrower who are now or hereafter become
parties to the Credit Agreement, as hereinafter defined (the "Domestic
Guarantors"), the several lenders who are now or hereafter become parties to
the Credit Agreement (the "Lenders"), AMSOUTH BANK, an Alabama state
bank, individually and as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"), and SUNTRUST BANK, as
documentation agent and euro loan agent for the Lenders (in such capacity,
the
"Euro Loan Agent").
RECITALS:
1. Pursuant
to that certain Credit
Agreement dated as of May 1, 2003, by and among the Borrower, the Domestic
Guarantors, the Administrative Agent, the Lenders and the Euro Loan Agent,
as
amended by the certain Amendment No. 1 to Credit Agreement dated August 1,
2003,
that certain Amendment No. 2 to Credit Agreement dated March 12, 2004, that
certain Amendment No. 3 to Credit Agreement and Waiver dated March 31, 2004,
that certain Amendment No. 4 to Credit Agreement dated November 12, 2004, and
that certain Amendment No. 5 to Credit Agreement dated March 30, 2005 by and
among the Borrower, the Domestic Guarantors, the Administrative Agent, the
Lenders and the Euro Loan Agent (as the same heretofore may have been and/or
hereafter may be amended, restated, supplemented, extended, renewed, replaced
or
otherwise modified from time to time, the "Credit Agreement"), the
Lenders have agreed to make the Loans available to the Borrower, all as more
specifically described in the Credit Agreement. Capitalized terms used but
not
otherwise defined in this Agreement have the same meanings as in the Credit
Agreement.
2. The
parties hereto desire to
further amend the Credit Agreement in certain respects, as more particularly
hereinafter set forth.
AGREEMENTS:
NOW,
THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Consent
to
Sale of Real Property and Improvements and Application of
Proceeds. Borrower has indicated its desire to
sell certain real property and improvements owned by NN Italy and located in
Pinerolo, Italy (the "Excess Property"). Borrower represents
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and
warrants to Lenders that the Excess Property is no longer used or useful in
the
business of Borrower and its Subsidiaries. Borrower expects that the proceeds
for the sale of the Excess Property will exceed the limits for sales or assets
set forth in subsection 9.3(d) of the Credit Agreement and further has
requested that the net proceeds of the sale of the Excess Property be applied
to
the Loans in a manner other than as provided by the provisions of subsection
3.1.3(b) of the Credit Agreement. Lenders hereby consent to the sale of the
Excess Property in the Fiscal Year ending December 31, 2005, subject to the
following terms and conditions:
a. The
aggregate Dollar or Dollar
Equivalent amount, as applicable, of all sales of assets of the type described
subsection 9.3(d) in the Fiscal Year ending December 31, 2005 (including
the sale of the Excess Property) shall not exceed $3,250,000, and all such
sales
shall be applied against the $10,000,000 limit in subsection 9.3(d) for
sales of assets over the term of the Facilities.
b. The
net proceeds of the sale of
the Excess Properties shall be applied to outstanding Revolving Loans, first
applied to Base Rate Loans until the same have been fully repaid, and then
to
LIBOR Loans; provided, however, the Commitments shall not be
reduced by the amount of such prepayment.
2. Consent
to
Acquisition of Certain Assets. Borrower has
indicated its desire for NN Italy and NN Slovakia to acquire certain assets,
including, without limitation, equipment used in the production of precision
bearing steel balls owned by SNR Roulements currently located in Annecy, France
(the "Equipment"). Borrower represents and warrants to Lenders that at the
time
of acquisition of the Equipment and after giving Pro Forma Effect thereto and
to
any other Asset Acquisition made during the most recent twelve (12) month,
no
Default shall have occurred or be continuing or would result therefrom. Borrower
expects that the costs of the acquisition of the Equipment will exceed the
limits for Permitted Acquisitions set forth in the definition of Permitted
Acquisitions and subsection 9.4(g) of the Credit Agreement. Lenders
hereby consent to the acquisition of the Equipment in the Fiscal Year ending
December 31, 2005, subject to the following terms and conditions:
a. The
Aggregate Dollar or Dollar
Equivalent amount, as applicable, of all Permitted Acquisitions in the Fiscal
Year ending December 31, 2005 (including the acquisition of the Equipment)
shall
not exceed $6,250,000.
b. Pursuant
to Sections
8.2.4, Borrower has provided to Administrative Agent evidence of such
transaction, including, without limitation, a description of the Equipment,
the
terms, conditions and purchase price of the Equipment, a compliance certificate,
financial statements, and any other documentation requested by Administrative
Agent or Requisite Lenders.
c. Pursuant
to Section
8.2.5, within thirty (30) days following the acquisition of the Equipment,
Borrower will provide to Administrative Agent copies of the executed documents
evidencing the transaction.
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3. Effectiveness.
This Amendment shall become effective when the Administrative Agent
shall have received counterparts of signature pages executed by the Borrower,
the Domestic Guarantors, the Administrative Agent and the Lenders.
4. Representations
and Warranties of the Borrower and the Guarantors.
As an inducement to the Administrative Agent, the Euro Loan Agent and the
Lenders to enter into this Amendment, the Borrower and the Domestic Guarantors
hereby represent and warrant to the Administrative Agent, the Euro Loan Agent
and the Lenders that, on and as of the date hereof:
a. The
representations and
warranties contained the Credit Agreement and the other Loan Documents are
true
and correct, except for (1) representations and warranties that expressly relate
to an earlier date, which remain true and correct as of said earlier date,
and
(2) representations and warranties that have become untrue or incorrect solely
because of changes permitted by the terms of the Credit Agreement and the other
Loan Documents, and
b. No
Default or Event of Default
has occurred and is continuing.
5. Effect
of
Amendment; Continuing Effectiveness of Credit Agreement and Loan
Documents.
a. Neither
this Amendment nor any
other indulgences that may have been granted to the Borrower or any of the
Domestic Guarantors by the Administrative Agent, the Euro Loan Agent or any
Lender shall constitute a course of dealing or otherwise obligate the
Administrative Agent, the Euro Loan Agent or any Lender to modify, expand or
extend the agreements contained herein, to agree to any other amendments to
the
Credit Agreement or to grant any consent to, waiver of or indulgence with
respect to any other noncompliance with any provision of the Loan
Documents.
b. This
Amendment shall constitute
a Loan Document for all purposes of the Credit Agreement and the other Loan
Documents. Any noncompliance by the Borrower or any Domestic Guarantor with
any
of the covenants, terms, conditions or provisions of this Amendment shall
constitute an Event of Default. Except to the extend amended hereby, the Credit
Agreement, the other Loan Documents and all terms, conditions and provisions
thereof shall continue in full force and effect in all respects.
6. Counterparts.
This Amendment may be executed in multiple counterparts or copies, each of
which
shall be deemed an original hereof for all purposes. One or more counterparts
or
copies of this Amendment may be executed by one or more of the parties hereto,
and some different counterparts or copies executed by one or more of the parties
hereto, and some different counterparts or copies executed by one or more of
the
other parties. Each counterpart or copy hereof executed by any party hereto
shall be binding upon the party executing same even though other parties may
execute one or more different counterparts or copies, and all counterparts
or
copies hereof so executed shall constitute but one and the same agreement.
Each
party hereto, by execution of one or more counterparts or copies hereof,
expressly authorizes and directs any other party hereto to detach the signature
pages and any corresponding acknowledgment, attestation, witness or similar
pages relating thereto from any such counterpart or copy hereof executed by
the
authorizing party and affix same to one or more other identical counterparts
or
copies hereof so that upon execution of multiple counterparts or copies hereof
by all parties hereto, there shall be one or more counterparts or copies hereof
to which is(are) attached signature pages containing signatures of all parties
hereto and any corresponding acknowledgment, attestation, witness or similar
pages relating thereto.
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7. Miscellaneous.
a. This
Amendment shall be
governed by, construed and enforced in accordance with the laws of the State
of
Tennessee, without reference to the conflicts or choice of law principles
thereof.
b. The
headings in this Amendment
and the usage herein of defined terms are for convenience of reference only,
and
shall not be construed as amplifying, limiting or otherwise affecting the
substantive provisions hereof.
c. Any
reference herein to any
instrument, document or agreement, by whatever terminology used, shall be deemed
to include any and all amendments, modifications, supplements, extensions,
renewals, substitutions and/or replacements thereof as the context may
require.
d. When
used herein, (1) the
singular shall include the plural, and vice versa, and the use of the masculine,
feminine or neuter gender shall include all other genders, as appropriate,
(2)
"include", "includes" and "including" shall be deemed to be followed by "without
limitation" regardless of whether such words or words of like import in fact
follow same, and (3) unless the context clearly indicates otherwise, the
disjunctive "or" shall include the conjunctive "and."
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IN
WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered
as of the date first written above.
BORROWER: NN,
INC., a
Delaware corporation
By:
/s/Xxxxxxxx
X.
Xxxx
Name:
Xxxxxxxx X. Xxxx
Title:
Chief Executive Officer
NN
EUROPE ApS, a Denmark
limited liability company
(successor
by name change to NN Euroball
ApS)
By:
/s/Xxxxxxx
X. Xxxxx,
Xx.
Name: Xxxxxxx
X. Xxxxx, Xx.
Title: Director
DOMESTIC
GUARANTORS: INDUSTRIAL MOLDING GP,
LLC,
a
Delaware limited liability
company
By:
/s/Xxxxxxxx
X.
Xxxx
Name:
Xxxxxxxx X. Xxxx
Title:
Chief Executive
Officer
INDUSTRIAL
MOLDING LP,
LLC,
a
Tennessee limited liability
company
By:
/s/Xxxxxxx
X. Xxxxx,
Xx.
Name: Xxxxxxx
X. Xxxxx, Xx.
Title: Manager
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INDUSTRIAL
MOLDING GROUP,
L.P.,
a
Tennessee limited partnership
By: Industrial
Molding GP, LLC, a Delaware
limited
liability
company, its general
partner
By:
/s/Xxxxxxxx
X.
Xxxx
Name:
Xxxxxxxx X. Xxxx
Title: Manager
DELTA
RUBBER
COMPANY,
a
Connecticut corporation
By:
/s/Xxxx
X.
Xxxxxxx
Name: Xxxx
X. Xxxxxxx
Title: V.P./General
Manager
KUGELFERTIGUNG
ELTMANN
GmbH,
a
German Company
By:
/s/Xxxx
Xxxxxxxxx
Name: Xxxx
Xxxxxxxxx
Title: Managing
Director
By:
/s/Xxxxxxxx
Xxxxxx
Name: Xxxxxxxx
Xxxxxx
Title: Managing
Director
NN
NETHERLANDS
B.V.,
a
Dutch company
By:
/s/Xxxxxxx
X. Xxxxx,
Xx.
Name: Xxxxxxx
X. Xxxxx, Xx.
Title: Director
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NN
EUROBALL IRELAND LIMITED
an
Irish
company
By:
/s/Xxxxxxxx
X.
Xxxx
Name:
Xxxxxxxx X. Xxxx
Title: Director
NN
HOLDINGS, B.V.,
a
Dutch
company
By:
/s/Xxxxxxx
X. Xxxxx,
Xx.
Name: Xxxxxxx
X. Xxxxx, Xx.
Title: Director
NN
SLOVAKIA, s.r.o.
By:
/s/Xxxxxxx
X. Xxxxx,
Xx.
Name: Xxxxxxx
X. Xxxxx, Xx.
Title: Director
LENDERS: AMSOUTH
BANK, as
a
Lender
By:
/s/Xxxxxx
X.
Page
Name: Xxxxxx
X. Page
Title: Vice
President
FIRST
TENNESSEE BANK NATIONAL
ASSOCIATION,
as
a
Lender
By:
/s/Xxxxxxx
X. Xxxxxx
Name: Xxxxxxx
X. Xxxxxx
Title: Executive
Vice
President
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REGIONS
BANK
(successor to UNION PLANTERS
BANK,
NATIONAL ASSOCIATION), as a Lender
By:
/s/Xxxxx
X. Xxxxxxxx
Name: Xxxxx
X. Xxxxxxxx.
Title: Vice
President
INTEGRA
BANK, N.A., as
a
Lender
By:
/s/Xxxxxxx
X. Xxxxxxx
Name: Xxxxxxx
X. Xxxxxxx
Title: Senior
Vice
President
SUNTRUST
BANK,
as a
Lender and Euro Loan Agent
By:
/s/Xxxxxx
X. Xxxxxxxx
Name: Xxxxxx
X. Xxxxxxxx
Title: Vice-President
