EXHIBIT 10.27
CONSENT AND AMENDMENT NO. 4 TO CREDIT AGREEMENT
THIS CONSENT AND AMENDMENT NO. 4 TO CREDIT AGREEMENT AND WAIVER (this
"Amendment"), dated as of November ___, 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, that certain Amendment No. 2 to Credit
Agreement dated March 12, 2004, and that certain Amendment No. 3 to Credit
Agreement and Waiver dated March 31, 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 further 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. Consent to Sale of Real Property and Improvements and Application of
Proceeds. Borrower has indicated its desire to sell certain real property and
improvements owned by Borrower and located in Walterboro, South Carolina, and
certain land and improvements adjacent to its manufacturing facility in
Kilkenny, Ireland (collectively, the "Excess Property"). Borrower represents and
warrants to Lenders that the Excess Property is no longer used or useful in the
business of Borrower and its Subsidiaries. Borrower expects that the
proceeds of the sale of the Excess Property will exceed the limits for sales of
assets set forth in subsection 9.3(d) of the Credit Agreement and further has
requested that the net proceeds of the sale of the Excess Property be applied to
the Loans in a manner other than as provided by the provisions of subsection
3.1.3(b) of the Credit Agreement. Lenders hereby consent to the sale of the
Excess Property in the Fiscal Year ending December 31, 2004, subject to the
following terms and conditions:
a. The aggregate Dollar or Dollar Equivalent amount, as applicable, of
all sales of assets of the type described subsection 9.3(d) in the Fiscal
Year ending December 31, 2004 (including the sale of the Excess Property)
shall not exceed $3,250,000, and all such sales shall be applied against
the $10,000,000 limit in subsection 9.3(d) for sales of assets over the
term of the Facilities.
b. The net proceeds of the sale of the Excess Properties shall be
applied to outstanding Revolving Loans, first applied to Base Rate Loans
until the same have been fully repaid, and then to LIBOR Loans; provided,
however, the Commitments shall not be reduced by the amount of such
prepayment.
2. 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.
3. 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.
4. 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.
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(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.
5. 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.
6. 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."
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:
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Name:
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Title:
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NN EUROPE ApS, a Denmark limited
liability company (successor by name
change to NN Euroball ApS)
By:
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Name:
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Title:
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DOMESTIC GUARANTORS:
INDUSTRIAL MOLDING GP, LLC,
a Delaware limited liability company
By:
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Name:
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Title:
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INDUSTRIAL MOLDING LP, LLC,
a Tennessee limited liability company
By:
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Name:
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Title:
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[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:
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Name:
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Title:
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DELTA RUBBER COMPANY,
a Connecticut corporation
By:
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Name:
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Title:
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KUGELFERTIGUNG ELTMANN GmbH, a German Company
By:
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Name:
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Title:
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By:
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Name:
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Title:
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NN NETHERLANDS B.V., a Dutch company
By:
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Name:
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Title:
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[Signatures Continued Next Page]
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NN EUROBALL IRELAND LIMITED, an Irish company
By:
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Name:
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Title:
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NN HOLDINGS, B.V., a Dutch company
By:
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Name:
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Title:
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NN SLOVAKIA, s.r.o.
By:
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Name:
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Title:
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LENDERS:
AMSOUTH BANK, as a Lender
By:
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Name:
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Title:
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FIRST TENNESSEE BANK NATIONAL ASSOCIATION,
as a Lender
By:
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Name:
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Title:
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[Signatures Continued Next Page]
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UNION PLANTERS BANK, NATIONAL ASSOCIATION,
as a Lender
By:
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Name:
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Title:
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INTEGRA 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 and Euro
Loan Agent
By:
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Name:
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Title:
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