AMENDMENT NO. 5 TO TERM LOAN CREDIT AGREEMENT
This AMENDMENT NO. 5 TO TERM LOAN CREDIT AGREEMENT, dated as of December 30, 2024 (this “Amendment”), is entered into by and among NN, Inc., a Delaware corporation (the “Borrower”), each other Loan Party party hereto, each Lender (as defined below) party hereto, and Oaktree Fund Administration, LLC, as administrative agent and collateral agent (the “Administrative Agent”).
RECITALS
WHEREAS, the Borrower, the lenders party thereto from time to time (collectively, the “Lenders” and, individually, each a “Lender”) and the Administrative Agent are parties to that certain Term Loan Credit Agreement, dated as of March 22, 2021 and amended by that certain Amendment No. 1 to Term Loan Credit Agreement, dated as of March 3, 2022, by that certain Amendment No. 2 to Term Loan Credit Agreement, dated as of March 3, 2023, by that certain Amendment No. 3 to Term Loan Credit Agreement dated as of March 15, 2024, and by that certain Amendment No. 4 to Term Loan Credit Agreement dated as of August 29, 2024 (and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement” and the Credit Agreement, after giving effect to the effectiveness of this Amendment, the “Amended Credit Agreement”);
WHEREAS, on the date hereof, the Borrower intends (i) to repay in full the ABL Obligations and to terminate the ABL Revolving Credit Commitments under the existing ABL Credit Agreement, and (ii) to obtain a new revolving credit facility from PNC Bank, National Association (the “New ABL Agent”), subject to the terms and conditions contained in that certain Revolving Credit and Security Agreement, dated as of the date hereof, by and among the Borrower, the other loan parties party thereto, the financial institutions from time to time party thereto as lenders, and the New ABL Agent, as agent for the lenders;
WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement as provided for herein; and
WHEREAS, the Lenders are willing to agree to such amendment to the Credit Agreement.
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
SECTION 2. Amendments.
(a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definitions in the appropriate alphabetical order:
“Amendment No. 5” means that certain Amendment No. 5 to Term Loan Credit Agreement, dated as of December 30, 2024, among the Borrower, each other Loan Party thereto, each Lender party thereto and Oaktree Fund Administration, LLC, as administrative agent and collateral agent.
“Amendment No. 5 Effective Date” means December 30, 2024.
(b) Section 1.01 of the Credit Agreement is hereby amended by amending and restating each of the following definitions, in each case, as follows:
“ABL Administrative Agent” means PNC Bank, National Association, in its capacity as administrative agent under the ABL Credit Agreement, and any applicable successors or assigns in such capacity.
“ABL Credit Agreement” means the Revolving Credit and Security Agreement dated as of the Amendment No. 5 Effective Date, by and among the Borrower, the ABL Lenders and the ABL Administrative Agent, as the same may be amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time in accordance with the ABL Intercreditor Agreement.
“ABL Intercreditor Agreement” means the Intercreditor Agreement dated as of the Amendment No. 5 Effective Date, between the Administrative Agent, the ABL Administrative Agent, and the Loan Parties.
“ABL Loan Documents” means the ABL Credit Agreement and all security and other collateral or other documents related thereto or entered into in connection therewith that are deemed to be “Other Documents” under the ABL Credit Agreement.
“ABL Revolving Credit Commitments” means the Revolving Commitments, under and as defined in the ABL Credit Agreement.
“ABL Revolving Loans” means the Advances, under and as defined in the ABL Credit Agreement.
“Excluded Asset” means (i) any asset of any Loan Party that shall be deemed environmental waste or an environmental hazard under any applicable Law and (ii) any non-material lease, license, contract or agreement to which any Loan Party is a party, and any of its rights or interests thereunder, if and to the extent that a security interest therein is prohibited by or in violation of (x) any applicable Law, or (y) a term, provision or condition of any such lease, license, contract or agreement (unless in each case, such applicable Law, term, provision or condition would be rendered ineffective with respect to the creation of such security interest pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable Law or principles of equity), provided, however, that the foregoing shall cease to be treated as an “Excluded Asset” (and shall constitute Collateral) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, such security interest shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (x) or (y) above, provided, further that Excluded Assets shall not include any proceeds of any such lease, license, contract or agreement or any goodwill of Loan Parties’ business associated therewith or attributable thereto; provided, however, if any Excluded Asset does not constitute an “Excluded Property” (as
defined in the ABL Credit Agreement), it shall not constitute an Excluded Asset hereunder.
(c) Section 7.14(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(b) Liquidity. (i) Permit Domestic Liquidity as of the last day of any fiscal quarter to be less than $20,000,000 and (ii) within five (5) Business Days following the last day of each fiscal quarter in which (A) the Consolidated Net Leverage Ratio of the Borrower and its Subsidiaries is equal to or greater than 3.00:1.00 or (B) Domestic Liquidity of the Borrower and its Subsidiaries is equal to or less than $35,000,000, the Borrower shall deliver to the Administrative Agent and each Lender a weekly projected cash flow statement of the Borrower and its Subsidiaries for the succeeding thirteen (13) weeks (clauses (i) and (ii) collectively, the “Minimum Liquidity Covenant”, and together with the Consolidated Net Leverage Ratio Covenant, the “Financial Covenants” and each, a “Financial Covenant”).
(d) Section 8.01(e) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(e) Cross Default. (i) If any Loan Party or any Subsidiary shall default in (x) the payment of any amount due and owing with respect to any Material Indebtedness Agreement beyond any period of grace provided with respect thereto, or (y) the performance or observance of any other agreement, term or condition contained in any agreement under which such obligation is created, if the effect of such default is to allow the acceleration of the maturity of any Indebtedness under any Material Indebtedness Agreement or to permit the holder thereof to cause such Indebtedness to become due prior to its stated maturity or (ii) an event of default has occurred under the ABL Loan Documents, which default shall not have been cured or waived within any applicable grace period, or if any Person party to the Intercreditor Agreement breaches or violates, or attempts to terminate or challenge the validity of, such agreement;
(e) The Credit Agreement, as amended pursuant to this Section 2, is hereby ratified, approved, and confirmed in each and every respect by all parties hereto. The rights and obligations of the parties to the Credit Agreement with respect to the period prior to the Amendment No. 5 Effective Date shall not be affected by such amendment.
SECTION 3. Conditions to Effectiveness. This Amendment shall become effective upon satisfaction (or effective waiver) of the following conditions precedent (such date, the “Amendment No. 5 Effective Date”):
(a) The Administrative Agent (or its counsel) shall have received from the Borrower, each other Loan Party, and each Lender an executed counterpart of this Amendment (or photocopies thereof sent by fax, .pdf or other electronic means, each of which shall be enforceable with the same effect as a signed original).
(b) The ABL Loan Documents required by the terms of the ABL Credit Agreement shall have been duly executed and delivered by each Loan Party party thereto to the ABL Administrative
Agent and shall be in full force and effect, and the Administrative Agent (or its counsel) shall have received copies of all such documents.
(c) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the Amendment No. 5 Effective Date (or to the extent such representations and warranties specifically relate to an earlier date, on and as of such earlier date).
(d) No Default or Event of Default shall have occurred and be continuing after giving effect to this Amendment.
(e) The Administrative Agent shall have received reimbursement or payment of all fees and expenses required to be reimbursed or paid hereunder or under any other Loan Document or otherwise agreed to in writing to be paid (including the reasonable and documented fees, charges and disbursements of Proskauer Rose LLP, as counsel to the Administrative Agent), in each case, on or prior to the Amendment No. 5 Effective Date, in the case of reimbursement of expenses, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 5 Effective Date (or such later date as the Borrower may agree).
SECTION 4. [Reserved].
SECTION 5. Effects on Loan Documents.
(a) From and after the Amendment No. 5 Effective Date, each reference in the Amended Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import shall, unless expressly provided otherwise, mean and be a reference to the Amended Credit Agreement and each reference in each other Loan Document to the Credit Agreement (including by means of words like “thereunder,” “thereof” and words of like import) shall, unless expressly provided otherwise, mean and be a reference to the Amended Credit Agreement.
(b) Except as expressly set forth herein, each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect and each Loan Party reaffirms its obligations under each of the Loan Documents to which it is party (including, for the avoidance of doubt, the Guaranty Agreement), and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Amended Credit Agreement.
(c) Except as expressly amended hereby, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(d) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender, the Administrative Agent or any other Secured Party under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Administrative Agent, the Lenders or any of the other Secured Parties under the Loan Documents.
(e) The other parties hereto hereby acknowledge and agree that, from and after the Amendment No. 5 Effective Date, this Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement.
SECTION 6. Miscellaneous.
(a) This Amendment is binding and enforceable as of the date hereof against each party hereto and its successors and permitted assigns.
(b) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other electronic mail transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Amendment signed by all the parties shall be lodged with the Administrative Agent. Each party hereto agrees that the words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment shall be deemed to include electronic signatures or the keeping of electronic records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
(c) If any provision of this Amendment is held to be illegal, invalid or unenforceable, (x) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (y) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
(d) Each of the parties hereto hereby agrees that Sections 10.14 and 10.15 of the Credit Agreement are incorporated by reference herein, mutatis mutandis, and shall have the same force and effect with respect to this Amendment as if originally set forth herein.
(e) Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.
NN, INC., as the Borrower
| | | | | |
| By: | /s/ Christopher Bohnert |
| Name: | Christopher Bohnert |
| Title: | Chief Financial Officer |
[Amendment No. 5 to Term Loan Credit Agreement]
The following other Loan Parties:
Whirlaway Corporation
PNC Acquisition Company, Inc.
PMC USA Acquisition Company, Inc.
PMC Acquisition Company, Inc.
NN Precision Plastics, Inc.
Caprock Manufacturing, Inc.
Caprock Enclosures, LLC
Brainin-Advance Industries LLC
Wauconda Tool & Engineering LLC
General Metal Finishing LLC
Advanced Precision Products, Inc.
HowesTemco, LLC
Premco, Inc.
Profiles, Incorporated
Holmed, LLC
Southern California Technical Arts, Inc.
Autocam Corporation
Autocam-Pax, Inc.
Polymetallurgical LLC
NN Power Solutions Holdings, LLC
NN Power Solutions, LLC
| | | | | |
| By: | /s/ Christopher Bohnert |
| Name: | Christopher Bohnert |
| Title: | Treasurer |
[Amendment No. 5 to Term Loan Credit Agreement]
OAKTREE FUND ADMINISTRATION, LLC,
as the Administrative Agent
| | | | | |
| By: | Oaktree Capital Management, L.P. |
| Its: | Managing Member |
| |
| By: | /s/ Mary Gallegly |
| Name: Mary Gallegly |
| Title: Managing Director |
| |
| By: | /s/ Jessica Dombroff |
| Name: Jessica Dombroff |
| Title: Senior Vice President |
[Amendment No. 5 to Term Loan Credit Agreement]
OAKTREE GILEAD INVESTMENT FUND AIF (DELAWARE), L.P.
| | | | | |
| By: | Oaktree Fund AIF Series, L.P. – Series T |
| Its: | General Partner |
| |
| By: | Oaktree Fund GP AIF, LLC |
| Its: | Managing Member |
| |
| By: | Oaktree Fund GP III, L.P. |
| Its: | Managing Member |
| |
| |
| By: | /s/ Mary Gallegly |
| Name: | Mary Gallegly |
| Title: | Authorized Signatory |
| |
| By: | /s/ Jessica Dombroff |
| Name: | Jessica Dombroff |
| Title: | Authorized Signatory |
[Amendment No. 5 to Term Loan Credit Agreement]
OAKTREE GCP FUND DELAWARE HOLDINGS, L.P.
| | | | | |
| By: | Oaktree Global Credit Plus Fund GP, L.P. |
| Its: | General Partner |
| |
| By: | Oaktree Global Credit Plus Fund GP Ltd. |
| Its: | General Partner |
| |
| By: | Oaktree Capital Management, L.P. |
| Its: | Director |
| |
| |
| By: | /s/ Mary Gallegly |
| Name: | Mary Gallegly |
| Title: | Managing Director |
| |
| By: | /s/ Jessica Dombroff |
| Name: | Jessica Dombroff |
| Title: | Senior Vice President |
[Amendment No. 5 to Term Loan Credit Agreement]
OAKTREE HUNTINGTON-GCF INVESTMENT FUND (DIRECT LENDING AIF), L.P.
| | | | | |
| By: | Oaktree Huntington-GCF Investment Fund |
| (Direct Lending AIF) GP, L.P. |
| Its: | General Partner |
| |
| By: | Oaktree Huntington-GCF Investment Fund |
| (Direct Lending AIF) GP, LLC |
| Its: | General Partner |
| |
| By: | Oaktree Fund GP III, L.P. |
| Its: | Managing Member |
| |
| |
| By: | /s/ Mary Gallegly |
| Name: | Mary Gallegly |
| Title: | Authorized Signatory |
| |
| By: | /s/ Jessica Dombroff |
| Name: | Jessica Dombroff |
| Title: | Authorized Signatory |
[Amendment No. 5 to Term Loan Credit Agreement]
OSI 2 SENIOR LENDING SPV, LLC
| | | | | |
| By: | Oaktree Specialty Lending Corporation |
| Its: | Managing Member |
| |
| By: | Oaktree Fund Advisors, LLC |
| Its: | Investment Manager |
| |
| |
| By: | /s/ Mary Gallegly |
| Name: | Mary Gallegly |
| Title: | Managing Director |
| |
| By: | /s/ Jessica Dombroff |
| Name: | Jessica Dombroff |
| Title: | Senior Vice President |
[Amendment No. 5 to Term Loan Credit Agreement]
EXELON STRATEGIC CREDIT HOLDINGS, LLC
| | | | | |
| By: | Oaktree Capital Management, L.P. |
| Its: | Manager |
| |
| |
| By: | /s/ Mary Gallegly |
| Name: | Mary Gallegly |
| Title: | Managing Director |
| |
| By: | /s/ Jessica Dombroff |
| Name: | Jessica Dombroff |
| Title: | Senior Vice President |
OAKTREE-NGP STRATEGIC CREDIT, LLC
| | | | | |
| By: | Oaktree Capital Management, L.P. |
| Its: | Manager |
| |
| |
| By: | /s/ Mary Gallegly |
| Name: | Mary Gallegly |
| Title: | Managing Director |
| |
| By: | /s/ Jessica Dombroff |
| Name: | Jessica Dombroff |
| Title: | Senior Vice President |
OAKTREE-FORREST MULTI-STRATEGY, LLC
| | | | | |
| By: | Oaktree Capital Management, L.P. |
| Its: | Manager |
| |
| |
| By: | /s/ Mary Gallegly |
| Name: | Mary Gallegly |
| Title: | Managing Director |
| |
| By: | /s/ Jessica Dombroff |
| Name: | Jessica Dombroff |
| Title: | Senior Vice President |
[Amendment No. 5 to Term Loan Credit Agreement]
OAKTREE-TBMR STRATEGIC CREDIT FUND C, LLC
| | | | | |
| By: | Oaktree Capital Management, L.P. |
| Its: | Manager |
| |
| |
| By: | /s/ Mary Gallegly |
| Name: | Mary Gallegly |
| Title: | Managing Director |
| |
| By: | /s/ Jessica Dombroff |
| Name: | Jessica Dombroff |
| Title: | Senior Vice President |
OAKTREE-TBMR STRATEGIC CREDIT FUND F, LLC
| | | | | |
| By: | Oaktree Capital Management, L.P. |
| Its: | Manager |
| |
| |
| By: | /s/ Mary Gallegly |
| Name: | Mary Gallegly |
| Title: | Managing Director |
| |
| By: | /s/ Jessica Dombroff |
| Name: | Jessica Dombroff |
| Title: | Senior Vice President |
OAKTREE-TBMR STRATEGIC CREDIT FUND G, LLC
| | | | | |
| By: | Oaktree Capital Management, L.P. |
| Its: | Manager |
| |
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| By: | /s/ Mary Gallegly |
| Name: | Mary Gallegly |
| Title: | Managing Director |
| |
| By: | /s/ Jessica Dombroff |
| Name: | Jessica Dombroff |
| Title: | Senior Vice President |
[Amendment No. 5 to Term Loan Credit Agreement]
OAKTREE-MINN STRATEGIC CREDIT, LLC
| | | | | |
| By: | Oaktree Capital Management, L.P. |
| Its: | Manager |
| |
| |
| By: | /s/ Mary Gallegly |
| Name: | Mary Gallegly |
| Title: | Managing Director |
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| By: | /s/ Jessica Dombroff |
| Name: | Jessica Dombroff |
| Title: | Senior Vice President |
INPRS STRATEGIC CREDIT HOLDINGS, LLC
| | | | | |
| By: | Oaktree Capital Management, L.P. |
| Its: | Manager |
| |
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| By: | /s/ Mary Gallegly |
| Name: | Mary Gallegly |
| Title: | Managing Director |
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| By: | /s/ Jessica Dombroff |
| Name: | Jessica Dombroff |
| Title: | Senior Vice President |
OAKTREE-TCDRS STRATEGIC CREDIT, LLC
| | | | | |
| By: | Oaktree Capital Management, L.P. |
| Its: | Manager |
| |
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| By: | /s/ Mary Gallegly |
| Name: | Mary Gallegly |
| Title: | Managing Director |
| |
| By: | /s/ Jessica Dombroff |
| Name: | Jessica Dombroff |
| Title: | Senior Vice President |
[Amendment No. 5 to Term Loan Credit Agreement]
OAKTREE-TSE 16 STRATEGIC CREDIT, LLC
| | | | | |
| By: | Oaktree Capital Management, L.P. |
| Its: | Manager |
| |
| |
| By: | /s/ Mary Gallegly |
| Name: | Mary Gallegly |
| Title: | Managing Director |
| |
| By: | /s/ Jessica Dombroff |
| Name: | Jessica Dombroff |
| Title: | Senior Vice President |
[Amendment No. 5 to Term Loan Credit Agreement]
OAKTREE SPECIALTY LENDING CORPORATION
| | | | | |
| By: | Oaktree Fund Advisors, LLC |
| Its: | Investment Advisor |
| |
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| By: | /s/ Mary Gallegly |
| Name: | Mary Gallegly |
| Title: | Managing Director |
| |
| By: | /s/ Jessica Dombroff |
| Name: | Jessica Dombroff |
| Title: | Senior Vice President |
[Amendment No. 5 to Term Loan Credit Agreement]
