AMENDMENT NO. 8 TO CREDIT AGREEMENT
EXHIBIT
10.2
AMENDMENT
NO. 8 TO CREDIT AGREEMENT
THIS
AMENDMENT NO. 8 TO CREDIT AGREEMENT
(this
“Amendment”),
dated
as of June 30, 2006, 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 that 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, that certain Amendment No. 5 to Credit Agreement dated March
30, 2005, that certain Consent and Amendment No. 6 to Credit Agreement dated
October 3, 2005, and that certain Consent and Amendment No. 7 to Credit
Agreement dated March 20, 2006 (as the same heretofore may have been and/or
hereafter may be further 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. Current
Maturities of Long-Term Debt.
The
Credit Agreement is hereby amended in all respects necessary to reflect that,
for Fiscal Quarters ending June 30, 2006, September 30, 2006 and December 31,
2006, the aggregate outstanding principal amount of the Revolving Loans made
by
any Lender to Borrower pursuant to the Credit Agreement shall be excluded from
Current Maturities of Long-Term Debt for the purposes of calculating the Fixed
Charge Coverage Ratio under Section
10.1.1
of the
Credit Agreement.
2. Effectiveness.
This
Amendment shall become effective when the Administrative Agent shall have
received counterparts or signature pages executed by the Borrower, the Domestic
Guarantors, the Administrative Agent and the Requisite Lenders.
3. 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 in 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.
4. 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 extent
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.
5. 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 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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6. 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: Director | ||
|
NN
EUROPE
ApS, a Denmark limited liability
company
(successor
by name change to NN Euroball ApS
|
||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxxxxx | |
|
Name: Xxxxxx Xxxxxxxxx |
||
| Title: NN Europe Managing Director | ||
| DOMESTIC GUARANTORS: |
INDUSTRIAL
MOLDING GP, LLC,
a Delaware limited liability company
|
|
| |
|
|
| By: | /s/ Xxxxxxxx X. Xxxx | |
|
Name: Xxxxxxxx X. Xxxx |
||
| Title: Manager | ||
|
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 LP, LLC
a Tennessee limited liability company |
||
| |
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./G.M. | ||
| KUGELFERTIGUNG
ELTMANN GmbH,
a
German Company
|
||
| |
|
|
| By: | /s/ Xxxx Xxxxxxxxx | |
|
Name: Xxxx Xxxxxxxxx |
||
| Title: Director | ||
| |
|
|
| By: | /s/ Xxxxxxxx Xxxxxx | |
|
Name:
Xxxxxxxx Xxxxxx
|
||
| Title: Director | ||
|
NN
NETHERLANDS B.V.,
a Dutch company
|
||
| |
|
|
| By: | /s/ Joop van Voorthuijsen | |
|
Name: Joop van Voorthuijsen |
||
| Title: Managing 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/ Joop van Voorthuijsen | |
|
Name: Joop van Voorthuijsen |
||
| Title: Managing 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. Xxxxx | |
|
Name: Xxxxxx X. Xxxxx |
||
| Title: SVP | ||
| FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender | ||
| |
|
|
| By: | /s/ Xxxxxxx X. Xxxxxx | |
|
Name: Xxxxxxx X. Xxxxxx |
||
| Title: EVP | ||
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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 | ||
| |
|
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| 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 | ||
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