LIBOR borrowings. The initial applicable margin for New Revolving Loan Credit Facility borrowings is 2.50% per annum with respect to base rate borrowings and 3.50% per annum with
respect to LIBOR borrowings, which shall be in effect until NN provides KeyBank with a compliance certificate, as required by the Credit Agreement. Thereafter, the applicable margin shall be determined by reference to a ratio of NNs
consolidated leverage ratio, as such term is defined in the Credit Agreement.
Prepayments. NN may voluntarily prepay
outstanding loans under the New Senior Credit Facilities, in whole or in part without premium or penalty. The Credit Agreement requires NN to prepay outstanding loans, subject to certain exceptions, with: (i) a variable percentage of excess
cash flow; (ii) 100% of the net cash proceeds of non-ordinary course asset sales or other dispositions of property by NN or any of its subsidiaries, and 100% of the net cash proceeds from certain insurance and condemnation events with respect
to NNs assets, subject to customary thresholds and reinvestment rights; (iii) 100% of the net cash proceeds from the issuance or incurrence of debt obligations for borrowed money not permitted by the Credit Agreement by NN or any of its
subsidiaries; (iv) 100% of any cash received not in the ordinary course of business.
Maturity. The New Revolving Loan
Credit Facility matures on October 19, 2020. The New Term Loan Credit Facility matures on October 19, 2022.
Security. NNs obligations under the New Senior Credit Facilities are guaranteed by NN and each of NNs direct and indirect, existing and future domestic subsidiaries, subject to customary exceptions and limitations. The New Senior
Credit Facilities are secured by a first priority lien over substantially all of NNs and each guarantors assets, subject to certain customary exceptions.
Covenants. The New Senior Credit Facilities are subject to negative covenants that, among other things and subject to certain
exceptions, limit NNs ability and the ability of its restricted subsidiaries to: (i) incur liens; (ii) incur indebtedness; (iii) make investments and acquisitions; (iv) merge, liquidate or dissolve; (v) sell assets,
including capital stock of subsidiaries; (vi) pay dividends on capital stock or redeem, repurchase or retire capital stock; (vii) alter NNs business; (viii) engage in transactions with NNs affiliates; and (ix) enter
into agreements limiting subsidiary dividends and distributions. In the event borrowings under the New Revolving Loan Credit Facility exceed 30.0% of the aggregate commitments under such New Revolving Loan Credit Facility, NN will become subject to
a financial covenant that requires NN to maintain a specified consolidated net leverage ratio, as such term is defined in the Credit Agreement.
Events of Default. The Credit Agreement also contains certain customary events of default (including, among others, an event of
default upon a change of control). If an event of default occurs and is not cured or waived, the lenders under the New Senior Credit Facilities are entitled to take various actions, including the acceleration of amounts due under the New Senior
Credit Facilities and all actions permitted to be taken by a secured creditor.
Incremental Facilities. The Credit Agreement
provides that NN has the right at any time to request one or more increases in the revolving loan commitments or term loan commitments up to $100 million in the aggregate, provided that any such request for an incremental increase must exceed $25
million and no event of default exists at the time of such request. Such incremental increases in commitments or loans are subject to certain customary conditions precedent.
The foregoing description of the Credit Agreement is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed
as Exhibit 10.3 hereto and is incorporated herein by reference.
Registration Rights Agreement and Registration Rights Agreement Joinder
On the Closing Date, NN and the NN Guarantors entered into a registration rights agreement (the Registration Rights
Agreement) relating to the Notes with SunTrust Robinson Humphrey, Inc., for itself and as representative of the Initial Purchasers. The Registration Rights Agreement requires NN and the NN Guarantors, at their cost, to, among other things:
(i) use their commercially reasonable efforts to file a registration statement under the Securities Act with respect to an offer to exchange (the exchange offer) the Notes and related guarantees for new, registered notes and
guarantees with substantially identical terms in all material respects (except for the transfer restrictions relating to the Notes and related guarantees) and (ii) use