Exhibit 10.1
AMENDMENT NO. 3 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment"), dated July
31, 2002, is made and entered into on the terms and conditions hereinafter set
forth, by and among NN, INC., a Delaware corporation (the "Borrower"), the
subsidiaries of the Borrower who are parties to the Credit Agreement, as
hereinafter defined (the "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 BANK ONE, KENTUCKY, NA,
individually and as co-agent for the Lenders (in such capacity, the "Co-Agent").
RECITALS:
1. Pursuant to a Credit Agreement dated as of July 20, 2001, among the
Borrower, the Guarantors, the Administrative Agent, the Lenders and the
Co-Agent, as amended by that certain Amendment No. 1 to Credit Agreement dated
October 4, 2001, and that certain Amendment No. 2 to Credit Agreement dated July
12, 2002 (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 Loans,
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. Subsection 1.1 of the Agreement is hereby amended by
amending the definition of "Revolving Commitment Period Expiration Date" to
provide as follows:
"Revolving Commitment Period Expiration Date" shall mean July 25,
2004.
2. Extension Fee. Upon execution of this Amendment, the Borrower shall pay
to the Administrative Agent, for distribution to the Lenders in proportion to
their respective Percentages, an extension fee in the amount of $25,000.00.
3. Effectiveness. This Amendment shall be effective only upon execution and
delivery by the Borrower, the 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 Co-Agent and the Lenders to enter
into this Amendment, the Borrower and the Guarantors hereby represent and
warrant to the Administrative Agent, the Co-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.
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 Guarantors by the
Administrative Agent, the Co-Agent or any Lender shall constitute a
course of dealing or otherwise obligate the Administrative Agent, the
Co-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. 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.
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 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
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which is(are) attached signature pages containing signatures of all parties
hereto and any corresponding acknowledgment, attestation, witness or similar
pages relating thereto.
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/ William C. Kelly, Jr.
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Name: William C. Kelly, Jr.
Title: Treasurer
GUARANTORS:
INDUSTRIAL MOLDING GP, LLC,
a Delaware limited liability company
By: /s/ David L. Dyckman
---------------------------------------
Name: David L. Dyckman
Title: Manager
INDUSTRIAL MOLDING LP, LLC,
a Tennessee limited liability company
By: /s/ William C. Kelly, Jr.
--------------------------------------
Name: William C. Kelly, Jr.
Title: Treasurer/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/ David L. Dyckman
---------------------------------------
Name: David L. Dyckman
Title: Manager
DELTA RUBBER COMPANY,
a Connecticut corporation
By: /s/ David L. Dyckman
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Name: David L. Dyckman
Title: Vice President
LENDERS:
AMSOUTH BANK, as a Lender and as
Administrative Agent
By: /s/ Robert T. Page
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Name: Robert T. Page
Title: Vice President
BANK ONE, KENTUCKY, NA, as a Lender and as
Co-Agent
By: /s/ Thelma B. Ferguson
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Name: Thelma B. Ferguson
Title: First Vice President
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FIRSTAR BANK, N.A., as a Lender
By: /s/ Russell S. Rogers
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Name: Russell S. Rogers
Title: Vice President
SUNTRUST BANK, as a Lender
By: /s/ William E. Edwards III
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Name: William E. Edwards III
Title: Group Vice President
FIRST TENNESSEE BANK, NATIONAL
ASSOCIATION, as a Lender
By: /s/ Vincent K. Hickam
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Name: Vincent K. Hickam
Title: Executive Vice President