Exhibit 10.1
AMENDMENT NO. 2 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment"), dated as
of March 12, 2004, is made and entered into on the terms and conditions
hereinafter set forth, by and among NN, INC., a Delaware corporation ("Domestic
Borrower"), NN EUROBALL ApS, a Denmark limited liability company ("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, 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 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. Defined Terms. Section 1.1 of the Agreement is hereby amended adding the
following definition and by substituting the following definition for the
existing definition of the following term:
"Permitted Private Placement Indebtedness" shall mean Indebtedness of
the Domestic Borrower that (i) is incurred through the issuance and
private placement of senior notes of the Domestic Borrower, on or
before April 30, 2004, (ii) is in aggregate principal amount
sufficient to repay in full the Domestic Term Loan Facility, but not
exceeding $40,000,000, (iii) has a maturity of not less than ten
(10) years from the date of issuance, (iv) does not provide for
scheduled principal repayment prior to the fourth (4th) anniversary of
the date of issuance, (v) constitutes senior debt of the Domestic
Borrower, pari passu with the Obligations of the Domestic Borrower and
the Domestic Guarantors under the Facilities (and is unsecured except
for a pari passu lien on the Collateral securing the Obligations of
the Domestic Borrower and the Domestic Guarantors under the
Facilities) and (vi) is subject to documentation (including
intercreditor and collateral documents) in form and substance
reasonably satisfactory to Administrative Agent in all respects.
"Revolving Commitment Period Expiration Date" shall mean March 15,
2006.
"Term Loan Maturity Date" shall mean May 1, 2008; provided, however,
upon incurrence by Borrower of Permitted Private Placement
Indebtedness, "Term Loan Maturity Date" shall thereafter mean
September 30, 2007.
2. Facility Fee. In consideration of the Lenders' agreement to extend the
Revolving Commitment Period Expiration Date and consent to the incurrence of
Permitted Private Placement Indebtedness as provided for herein, the Borrower
agrees to pay to the Administrative Agent a facility fee in the amount of
$71,121.01 (the "Facility Fee") for distribution to the Lenders in proportion to
their respective Percentages. The Facility Fee shall be fully earned and due and
payable upon the execution of this Amendment by the Borrower and the Domestic
Guarantors.
3. Mandatory Prepayments. Subsection 3.1.3(b)(1) of the Credit Agreement is
hereby amended by adding the following sentence at the end of said subsection:
Notwithstanding the foregoing, the Domestic Term Loan Facility shall
be repaid in full with the net proceeds of any Permitted Private
Placement Indebtedness, with the remainder of such proceeds applied to
the outstanding principal balance of the Revolving Loans (without,
however, reducing the Revolving Credit Commitments), in each case
applied first to Base Rate Loans until the same have been fully
repaid, and then to LIBOR Loans.
4. Indebtedness. Section 9.1 of the Credit Agreement is hereby amended by
revising clause (d) to provide as follows:
(d) Subordinated Indebtedness and Permitted Private Placement
Indebtedness (provided, however, Domestic Borrower agrees not to make
or permit any of its Subsidiaries to make any voluntary principal
repayments of Permitted Private Placement Indebtedness prior to the
date that is four (4) years after the incurrence thereof);
2
5. Liens. Section 9.2 of the Credit Agreement is hereby amended by deleting
the period after clause (l) and substituting "; and" in lieu thereof, and by
adding the following additional clause immediately following clause (l):
(m) Liens securing Permitted Private Placement Indebtedness.
6. Agreements Restricting the Borrower and its Subsidiaries. Section 9.9 of
the Credit Agreement is hereby amended by adding the following language at the
beginning of said clause (b):
"except in connection with the incurrence of Permitted Private
Placement Indebtedness,"
7. Release of Certain Domestic Guarantors. NN Mexico, LLC, a Delaware
corporation ("NN Mexico") and NN Arte S. De X.X. De C.V., a Mexican company ("NN
Arte") are hereby released as Domestic Guarantors. Borrower and Domestic
Guarantors hereby represent and warrant that NN Mexico has no operations and no
assets other than its ownership interests in NN Arte, and that NN Arte has no
operations and has transferred all or substantially all of its assets to other
Domestic Guarantors.
8. Capitalization, etc. Schedule 7.1. (Capitalization and Jurisdiction of
Incorporation and Foreign Qualification ) of the Agreement is hereby deleted and
Schedule 7.1 attached hereto is substituted in lieu thereof.
9. Effectiveness. This Amendment shall become effective when the
Administrative Agent shall have received counterparts or signatures pages
executed by the Borrower, the Domestic Guarantors, the Administrative Agent and
the Lenders.
10. 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.
3
11. 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.
12. 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.
13. 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,
4
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."
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/ Xxxxx X. Xxxxxxx
----------------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Chief Financial Officer
NN EUROBALL ApS, a Denmark limited liability company
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Board Member
DOMESTIC GUARANTORS:
INDUSTRIAL MOLDING GP, LLC,
a Delaware limited liability company
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Manager
5
INDUSTRIAL MOLDING LP, LLC,
a Tennessee limited liability company
By: /s/ Xxxxxxx X. Xxxxx, Xx.
----------------------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Manager
INDUSTRIAL MOLDING GROUP, L.P.,
a Tennessee limited partnership
By: Industrial Molding GP, LLC, a Delaware limited
liability company, its general partner
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Manager
DELTA RUBBER COMPANY,
a Connecticut corporation
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
KUGELFERTIGUNG ELTMANN GmbH, a German Company
By: /s/ Xxxx Xxxxxxxxx
----------------------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Director
By: /s/ Xxxxxxxx Xxxxxx
----------------------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Director
[Signatures Continued Next Page]
6
NN NETHERLANDS B.V., a Dutch company
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Board Member
NN EUROBALL IRELAND LIMITED, an Irish company
By: /s/ Xxxxxxxx X. Xxxx
-----------------------------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Board Member
NN HOLDINGS, B.V., a Dutch company
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Board Member/Shareholder Representative
LENDERS:
AMSOUTH BANK, as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
[Signatures Continued Next Page]
7
UNION PLANTERS BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Xxxxx Xxxxxx Xxxxx
-----------------------------------------------------
Name: Xxxxx Xxxxxx Xxxxx
Title: Assistant Vice President
INTEGRA BANK, N.A., as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
SUNTRUST BANK, as a Lender and Euro Loan Agent
By: /s/ Xxxxx Xxxxxx
------------------------------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
