EXHIBIT 10.1
AMENDMENT NO. 5 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT (this "Amendment"), dated as of
March 30, 2005, 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, that certain Amendment No. 3 to Credit Agreement
and Waiver dated March 31, 2004, and that certain Consent and Amendment No. 4 to
Credit Agreement dated November 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 Amendment
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. Defined Terms. Section 1.1 of the Credit Agreement is hereby amended by
substituting the following definition for the existing definition of the
following term:
"Revolving Commitment Period Expiration Date" shall mean June 30, 2007.
2. Facility Fee. In consideration of the Lenders' agreement to extend the
Revolving Commitment Period Expiration Date, the Borrower agrees to pay to the
Administrative Agent a facility fee in the amount of $37,500.00 (the "Facility
Fee") for distribution to the Lenders in proportion to their respective
Percentages. The Facility Fee shall be fully earned and due and payable upon the
execution of this Amendment by the Borrower and the Domestic Guarantors.
3. Effectiveness. This Amendment shall become effective when the
Administrative Agent shall have received counterparts or signature pages
executed by the Borrower, the Domestic 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 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.
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 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.
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
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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."
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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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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[Signatures Continued Next Page]
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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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NN EUROBALL IRELAND LIMITED,
an Irish 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 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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