NN EX 10.2 10Q 06-30-06


    EXHIBIT
      10.2

     

    AMENDMENT
      NO. 8 TO CREDIT AGREEMENT

    


    THIS
      AMENDMENT NO. 8 TO CREDIT AGREEMENT
      (this
“Amendment”),
      dated
      as of June 30, 2006, 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, that certain Amendment No. 4 to Credit Agreement dated
      November 12, 2004, that certain Amendment No. 5 to Credit Agreement dated March
      30, 2005, that certain Consent and Amendment No. 6 to Credit Agreement dated
      October 3, 2005, and that certain Consent and Amendment No. 7 to Credit
      Agreement dated March 20, 2006 (as the same heretofore may have been and/or
      hereafter may be further 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.  Current
      Maturities of Long-Term Debt.
      The
      Credit Agreement is hereby amended in all respects necessary to reflect that,
      for Fiscal Quarters ending June 30, 2006, September 30, 2006 and December 31,
      2006, the aggregate outstanding principal amount of the Revolving Loans made
      by
      any Lender to Borrower pursuant to the Credit Agreement shall be excluded from
      Current Maturities of Long-Term Debt for the purposes of calculating the Fixed
      Charge Coverage Ratio under Section
      10.1.1
      of the
      Credit Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.  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 Requisite 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. 

    


    (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.

    


    
      
        
        

      

      
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    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.”

    


    


    


    


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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/ Roderick
                R. Baty
	 	
                
Name: 
                Roderick R. Baty
	 	Title: 
                Director 


      

      


                                                

        	 	 	 
	 	
                NN
                  EUROPE
                  ApS, a Denmark limited liability
                  company 

                 (successor
                  by name change to NN Euroball ApS

              
	 
 	 
 	 
 
	
              	By:  	/s/ Nicola
                Trombetti
	 	
                
Name: 
                Nicola Trombetti
	 	Title: 
NN
                Europe Managing Director 


 

        	 	 	 
	 DOMESTIC
                GUARANTORS:	
                INDUSTRIAL
                  MOLDING GP, LLC,

                a Delaware limited liability company

              
	 
 	 
 	 
 
	 	By:  	/s/ Roderick
                R. Baty
	 	
                
Name: 
                Roderick R. Baty
	 	Title: 
                Manager 


      

       

      


      
        	 	 	 
	 	
                INDUSTRIAL
                  MOLDING LP, LLC,

                a Tennessee limited liability company

              
	 
 	 
 	 
 
	 	By:  	/s/ William
                C. Kelly, Jr.
	 	
                
Name: 
William
                C. Kelly, Jr.
	 	Title: 
                Manager 





    

    


     

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              INDUSTRIAL
                MOLDING LP, LLC
a Tennessee limited liability
                company

               

            
	 
 	By: 
 	
              Industrial
                Molding GP, LLC, a Delaware limited 

              liability company, its general partner

               

            
	 	By:  	/s/ Roderick
              R. Baty
	 	
              
Name: 
Roderick
              R. Baty
	 	Title: 
              Manager 



      	 	 	 
	 	DELTA
              RUBBER COMPANY,
              a Connecticut corporation

            
	 
 	 
 	
                

            
	 	By:  	/s/ Paul
              N.
              Fortier
	 	
              
Name: 
Paul
              N. Fortier
	 	Title: 
              V.P./G.M. 


    

                     

     

      	 	 	 
	 	KUGELFERTIGUNG
              ELTMANN GmbH,
              a
                German Company

            
	 
 	 
 	
                

            
	 	By:  	/s/ Dirk
              Offergeld
	 	
              
Name: 
Dirk
              Offergeld
	 	Title: 
              Director 

                           

      	 	 	 
	 
 	 
 	 
 
	
            	By:  	/s/ Wolfgang
              Bartel
	 	
              
                

              

              Name: 
                Wolfgang Bartel

            
	 	Title: 
              Director 


    

    
      	 	 	 
	 	
              NN
                NETHERLANDS B.V.,

              a Dutch company

            
	 
 	 
 	 
 
	 	By:  	/s/ Joop
              van
              Voorthuijsen
	 	
              
Name:
              Joop van Voorthuijsen
	 	Title: 
              Managing Director 




     

    


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              NN
                EUROBALL IRELAND LIMITED,

              an Irish company

            
	 
 	 
 	 
 
	
            	By:  	/s/ Roderick
              R. Baty
	 	
              
Name: 
Roderick
              R. Baty
	 	Title: 
              Director 


    

     

    
      	 	 	 
	 	
              NN
                HOLDINGS, B.V., 

              a
                Dutch company

            
	 
 	 
 	 
 
	
            	By:  	/s/ Joop
              van
              Voorthuijsen
	 	
              
Name: 
Joop
              van Voorthuijsen
	 	Title: 
              Managing Director 


    

     

     

    
      	 	 	 
	 	
              NN
                SLOVAKIA, s.r.o.

            
	 
 	 
 	 
 
	
            	By:  	/s/ William
              C. Kelly, Jr.
	 	
              
Name: 
William
              C. Kelly, Jr.
	 	Title: 
              Director 


    

           

    
      	 	 	 
	 LENDERS:    	AMSOUTH
              BANK, as a Lender 
	 
 	 
 	 
 
	
            	By:  	/s/ Ludolf
              H.
              Roell
	 	
              
Name: 
Ludolf
              H. Roell
	 	Title: 
              SVP 



      	 	 	 
	 	FIRST
              TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender 
	 
 	 
 	 
 
	
            	By:  	/s/ Vincent
              K. Hickam
	 	
              
Name: 
Vincent
              K. Hickam
	 	Title: 
              EVP 




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                REGIONS
                  BANK (successor to UNION PLANTERS 

                BANK,
                  NATIONAL ASSOCIATION), as a Lender

              
	 	  	 
	
              	By:  	/s/ Carol
                S. Geraghty
	 	
                
Name: Carol
                S. Geraghty
	 	Title: 
                Vice President 


        	 	 	 
	 	INTEGRA
                BANK, N.A., as a Lender
	 
 	 
 	 
 
	
              	By:  	/s/ Jeffrey
                D. Jackson
	 	
                
Name: 
Jeffrey
                D. Jackson
	 	Title: 
                Senior Vice President 


      

       

      
        	 	 	 
	 	SUNTRUST
                BANK, as a Lender and Euro Loan Agent
	 
 	 
 	 
 
	
              	By:  	/s/ Robert
                C. Chadwell
	 	
                
Name: 
Robert
                C. Chadwell
	 	Title: 
                Vice President 




       

       

      


      
        
          
          

        

        
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