EXHIBIT 10.3
AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT is made as
of March 9, 2011 (this "Amendment"), among NN, INC., a Delaware corporation (the
"US Borrower"), the FOREIGN BORROWERS party hereto (together with the US
Borrower, the "Borrowers" and each individually, a "Borrower"), the LENDERS
party hereto and KEYBANK NATIONAL ASSOCIATION, as Agent (as defined below).
WITNESSETH:
WHEREAS, the Borrowers have been extended certain loans and other financial
accommodations pursuant to the Second Amended and Restated Credit Agreement,
dated as of December 21, 2010 (as heretofore amended, supplemented or otherwise
modified from to time, the "Credit Agreement"), among the Borrowers, the Lenders
party thereto and KeyBank National Association, as administrative agent and
collateral agent (the "Agent");
WHEREAS, pursuant to Section 2.9(b) of the
Credit Agreement, the Borrowers have requested that the Agent increase the Total
Commitment Amount (as defined in the Credit Agreement) by an amount equal to
Twenty-Five Million Dollars ($25,000,000) (the "Commitment Increase Amount");
WHEREAS, the Lenders desire to consent to the increase in the Total Commitment
Amount;
WHEREAS, the parties desire to amend certain provisions of the
Credit Agreement as set forth herein; and
WHEREAS, the Borrowers, the
Lenders and the Agent constitute the parties required for purposes of amending
the Credit Agreement pursuant to Section 11.3 thereof;
NOW THEREFORE, in
consideration of the premises contained herein and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Borrowers, the Agent and the Lenders do hereby agree as follows:
SECTION 1.
DEFINED TERMS.
Each term used and not otherwise defined herein shall have the meaning ascribed
to such term in the Credit Agreement.
Unless specifically noted, for purposes
of this Amendment, the term "Lender" shall be deemed to include each Swing Line
Lender and each Fronting Lender.
SECTION 2.
CONSENT TO INCREASE IN COMMITMENT.
Each Lender hereby consents to the increase in the Total Commitment Amount by an
amount equal to Twenty-Five Million Dollars ($25,000,000) and agrees that its
respective Revolving Credit Commitment and Maximum Amount may be increased,
based upon its Commitment Percentage, as set forth on Exhibit A hereto.
SECTION 3.
AMENDMENT TO CREDIT AGREEMENT.
3.1 Amendments to Section 2.2(c) (Domestic Swing Loans).
Clause (i) of Section
2.2(c) of the Credit Agreement is hereby amended in its entirety on the
Amendment Effective Date (as hereinafter defined) to read as follows:
(i)
Generally.
Subject to the terms and conditions of this Agreement,
during the Commitment Period, the Domestic Swing Line Lender shall make a
Domestic Swing Loan or Domestic Swing Loans to US Borrower in such amount or
amounts as Administrative Borrower, through an Authorized Officer, may from time
to time request; provided that Administrative Borrower shall not request any
Domestic Swing Loan if, after giving effect thereto, (A) the Revolving Credit
Exposure would exceed the Total Commitment Amount, (B) the Domestic Swing Line
Exposure would exceed the Domestic Swing Line Commitment, (C) the Revolving