Exhibit 10.2
AMENDMENT NO. 3 TO CREDIT AGREEMENT AND WAIVER
THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT AND WAIVER (this "Amendment"),
dated as of March 31, 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 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, and that certain Amendment No. 2 to
Credit Agreement dated March 12, 2004, 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. Indebtedness. Clause (i) of Section 9.1 of the Credit Agreement is
hereby amended to provide as follows:
(i) Indebtedness of the Borrower or a Subsidiary of the Borrower that
is owed to the Borrower or a Subsidiary of the Borrower and that is
described in clauses (d), (e), (h), or (m) of Section 9.4;
2. Investments. Clause (m) of Section 9.4 of the Credit Agreement is hereby
amended to provide as follows:
(m) Investments by the Domestic Borrower or any of its Subsidiaries in
the Euro Borrower that are used to make Investments in NN Italy or the Euro
Borrower's Subsidiaries that are Domestic Guarantors and used by such
Subsidiaries to fund their operations or used to pay the Euro Obligations.
3. Restricted Payments. Clause (d) of Section 9.5 of the Credit Agreement
is hereby amended to provide as follows:
(d) Subsidiaries of the Euro Borrower may declare and deliver
dividends and make distributions payable to the Euro Borrower so long as
such amounts are (i) distributed as a dividend by Euro Borrower to Domestic
Borrower, (ii) used by the Euro Borrower to make Investments in any of its
Subsidiaries that are Guarantors or NN Italy, to the extent permitted under
Section 9.4, or (iii) used to pay the Euro Obligations.
4. Waiver. Lenders hereby waive any Default or Event of Default resulting
from any noncompliance with Sections 9.1 and 9.4 of the Credit Agreement in
connection with loans in the aggregate amount of €7,150,000 from NN Italy
and NN Ireland to Euro Borrower made on or before the date hereof, the proceeds
of which were used (together with (euro) 326,000 already on hand with Euro
Borrower) as follows:
€2,422,000 Investment in NN Slovakia, s.r.o.;
€4,654,000 repayment of Euro Obligations; and
€400,000 Investment in Kugelfertigung Eltmann GmbH.
5. 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 Requisite Lenders.
6. 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) except as set forth in Section 4 hereof, no Default or Event of
Default has occurred and is continuing.
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7. 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.
8. 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.
9. 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,
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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/ David L. Dyckman
-------------------------------------
Name: David L. Dyckman
Title: Vice President and Chief
Financial Officer
NN EUROPE ApS, a Denmark limited
liability company (successor by name
change to NN Euroball ApS)
By: /s/ David L. Dyckman
-------------------------------------
Name: David L. Dyckman
Title: Board Member
DOMESTIC GUARANTORS:
INDUSTRIAL MOLDING GP, LLC,
a Delaware limited liability company
By: /s/ David L. Dyckman
-------------------------------------
Name: David L. Dyckman
Title: Manager
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INDUSTRIAL MOLDING LP, LLC,
a Tennessee limited liability company
By: /s/ William C. Kelly, Jr.
-------------------------------------
Name: William C. Kelly, Jr.
Title: Manager
[Signatures Continued Next Page]
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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
-------------------------------------
Name: David L. Dyckman
Title: Vice President
KUGELFERTIGUNG ELTMANN GmbH, a German
Company
By: /s/ Dirk Offergeld
-------------------------------------
Name: Dirk Offergeld
Title: Plant Manager
By: /s/ Wolfgang Werner
-------------------------------------
Name: Wolfgang Werner
Title: Financial Controller
NN NETHERLANDS B.V., a Dutch company
By: /s/ David L. Dyckman
-------------------------------------
Name: David L. Dyckman
Title: Managing Director
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NN EUROBALL IRELAND LIMITED, an Irish
company
By: /s/ Robert R. Sams
-------------------------------------
Name: Robert R. Sams
-----------------------------------
Title: Board Member
----------------------------------
NN HOLDINGS, B.V., a Dutch company
By: /s/ David L. Dyckman
------------------------------------
Name: David L. Dyckman
Title: Board Member
NN SLOVAKIA, s.r.o.
By: /s/ Nicola Tramsoni
------------------------------------
Name: Nicola Tramsoni
Title: Director
LENDERS:
AMSOUTH BANK, as a Lender
By: /s/ Robert T. Page
------------------------------------
Name: Robert T. Page
Title: Vice President
FIRST TENNESSEE BANK NATIONAL
ASSOCIATION, as a Lender
By: /s/ Vincent K. Hickam
------------------------------------
Name: Vincent K. Hickam
Title: Executive Vice President
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UNION PLANTERS BANK, NATIONAL
ASSOCIATION, as a Lender
By: /s/ Kathleen L. Nelson
------------------------------------
Name: Kathleen L. Nelson
Title: Senior Vice President
INTEGRA BANK, N.A., as a Lender
By: /s/ Jeffrey S. Nurkiewicz
------------------------------------
Name: Jeffrey S. Nurkiewicz
Title: Senior Vice President
SUNTRUST BANK, as a Lender and Euro Loan
Agent
By: /s/ Scott Folsom
------------------------------------
Name: Scott Folsom
Title: Senior Vice President
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