Exhibit 10.8
AMENDMENT NO. 1 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment"), dated October
4, 2001, 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 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. Swing Line Note. The definition of Swing Line Note in Section 1.1 of
the Agreement is hereby amended to provide as follows:
"Swing Line Note" shall mean that certain Amended and Restated
Promissory Note dated October 4, 2001, in the maximum principal amount of
$5,000,000, executed by the Borrower in favor of the Swing Line Lender,
evidencing the indebtedness of the Borrower to the Swing Line Lender in
connection with the Swing Line Loans.
2. Swing Line Loans. Subsection 2.2.7(a) of the Agreement is hereby
amended to provide as follows:
(a) Commitment to Make Swing Line Loans. Subject to all of the terms
and conditions of this Agreement (including the conditions set forth in
Sections 6.1 and 6.2 and the limitations set forth in Section 2.2.1), and
in reliance upon the representations and
warranties of the Borrower herein set forth and the agreements of the other
Lenders set forth in subsections (c) and (d) of this Section 2.2.7, the
Swing Line Lender hereby agrees to make Swing Line Loans to the Borrower
from time to time during the Revolving Commitment Period, in an aggregate
principal amount not to exceed $5,000,000 outstanding at any time, for the
purposes identified in Section 2.7. Amounts borrowed by the Borrower under
the Swing Line Commitment may be prepaid and reborrowed from time to time
during the Revolving Commitment Period. The Swing Line Lender's commitment
to make Swing Line Loans as provided in this subsection 2.2.7(a) shall
expire on the Revolving Commitment Period Expiration Date, and all Swing
Line Loans shall be paid in full no later than the Revolving Commitment
Period Expiration Date.
3. Effectiveness. This Amendment shall be effective only upon execution
and delivery by the Borrower, the Guarantors, the Administrative Agent and
Requisite 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. Any noncompliance by
the Borrower or any 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.
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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 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/ David L. Dyckman
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Name: David L. Dyckman
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Title: Vice President and Chief Financial Officer
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GUARANTORS:
INDUSTRIAL MOLDING GP, LLC,
a Delaware limited liability company
By: /s/ David L. Dyckman
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Name: David L. Dyckman
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Title: Manager
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INDUSTRIAL MOLDING LP, LLC,
a Tennessee limited liability company
By: /s/ William C. Kelly, Jr.
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Name: William C. Kelly, Jr.
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Title: Treasurer
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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
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Name: David L. Dyckman
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Title: Manager
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DELTA RUBBER COMPANY,
a Connecticut corporation
By: /s/ David L. Dyckman
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Name: David L. Dyckman
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Title: Vice President
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LENDERS:
AMSOUTH BANK, as a Lender and as
Administrative Agent
By: /s/ Robert T. Page
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Name: Robert T. Page
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Title: Vice President
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BANK ONE, KENTUCKY, NA, as a Lender and as
Co-Agent
By: /s/ Darrin J. McCauley
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Name: Darrin J. McCauley
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Title: Vice President
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FIRSTAR BANK, N.A., as a Lender
By:
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Name:
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Title:
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SUNTRUST BANK, as a Lender
By: /s/ William E. Edwards, III
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Name: William E. Edwards, III
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Title: First Vice President
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FIRST TENNESSEE BANK, NATIONAL
ASSOCIATION, as a Lender
By: /s/ J. Michael Blackwell
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Name: J. Michael Blackwell
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Title: Senior Vice President
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