NN EX 10.1


                                                                                                  EXHIBIT
      10.1

     

    CONSENT
      AND AMENDMENT NO. 7 TO CREDIT AGREEMENT

    


    THIS
      CONSENT AND AMENDMENT NO.
      7 TO CREDIT AGREEMENT AND WAIVER (this
“Amendment”), dated as of March 20, 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 and that certain Consent and Amendment No. 6 dated October 3, 2005
      (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.  Investments.
      Clause (h) of Section 9.4 of the Credit Agreement is hereby amended by deleting
      the existing clause (h) and substituting the following therefore

    


    (h) additional
      advances to, and other Investments in Non-Guarantor Subsidiaries in an aggregate
      outstanding amount not to exceed $6,000,000 at any time;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.  Schedule
      7.1. Schedule 7.1 to the Credit
      Agreement, Capitalization and Jurisdictions of Incorporation and Foreign
      Qualification, is hereby modified and amended to add the following
      Non-Guarantor Subsidiary to Schedule 7.1:

    


    
      	
              Entity

            	
              No.
                of Shares Outstanding / Ownership

            	
              Capitalization
                as of 12/01/05

            	
              Jurisdiction
                of Incorporation

            	
              Jurisdiction
                of Foreign Qualification

            
	
              NN
                Precision Bearing Products C. LTD 4

            	
              None

            	
              $
                4,000,000

            	
              China

            	
              None

            


    

    


    4.
      NN Precision Bearing Products C. LTD is a Non-Guarantor Subsidiary.

    


    


    3.  Consent
      to Sale of Real Property and Improvements and Application of
      Proceeds. Borrower has indicated its desire to
      sell certain outparcel of real property and improvements owned by NN Netherlands
      B.V. and located in Veenendall, The Netherlands (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, 2005, provided, however, 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, 2005
      (including the sale of the Excess Property) shall not exceed $4,250,000, 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.

    


    4.  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.

    


    5.  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.

    


    
      
        
        

      

      
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    6.  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.

    


    7.  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.

    


    8.  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.

    


    
      
        
        

      

      
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    (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/ William
              C. Kelly, Jr.
	 	
              
Name: 
              William C. Kelly, Jr.
	 	
              Title: 
                Secretary, Treasurer and Chief Administrative

                        
                Officer 

            


    

    


                                              

      	 	 	 
	 	
              NN
                EUROPE
                ApS, a Denmark limited liability
                company 

               (successor
                by name change to NN Euroball ApS

            
	 
 	 
 	 
 
	
            	By:  	/s/ William
              C. Kelly, Jr.
	 	
              
Name: 
              William C. Kelly, Jr.
	 	
              Title: 
                Secretary, Treasurer and Chief Administrative

                        
                Officer 

            


 

      	 	 	 
	 DOMESTIC
              GUARANTORS:	
              INDUSTRIAL
                MOLDING GP, LLC,

              a
                Delaware limited liability company

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



      	 	 	 
	 	DELTA
              RUBBER COMPANY,
              a Connecticut corporation

            
	 
 	 
 	
                

            
	 	By:  	/s/ Paul
              N.
              Fortier
	 	
              
Name: 
Paul
              Fortier
	 	Title: 
Vice
              President 


    

                     

     

      	 	 	 
	 	KUGELFERTIGUNG
              ELTMANN GmbH,
              a
                German Company

            
	 
 	 
 	
                

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

                           

      	 	 	 
	 	
            
	 
 	 
 	 
 
	
            	By:  	/s/ Wolfgang
              Bartel
	 	
              
Name: 
              Wolfgang Bartel
	 	Title: 
              Director 


    

     

     

    
      	 	 	 
	 	
              NN
                NETHERLANDS B.V.,

              a Dutch company

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


    

                                                  

          

    


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              NN
                EUROBALL IRELAND LIMITED,

              an
                Irish company

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


    

     

    
      	 	 	 
	 	
              NN
                HOLDINGS, B.V., 

              a
                Dutch company

            
	 
 	 
 	 
 
	
            	By:  	/s/ William
              C. Kelly, Jr.
	 	
              
Name: 
William
              C. Kelly, Jr.
	 	
              Title: 
                Director of NN Netherlands B.V., the Director

                         of NN
                Holdings B.V. 

            


    

     

     

    
      	 	 	 
	 	
              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/ Robert
              T.
              Page
	 	
              
Name: 
Robert
              T. Page
	 	Title: 
              V.P. 



      	 	 	 
	 	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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              REGIONS
                BANK (successor to UNION PLANTERS 

              BANK,
                NATIONAL ASSOCIATION), as a Lender

            
	 	  	 
	
            	By:  	/s/ 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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