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SEC Filings

NN INC filed this Form 8-K on 10/20/2015
Entire Document
Exhibit 10.1

Exhibit 10.1

Execution Version


October 16, 2015


As Representative of the Initial Purchasers

303 Peachtree Street, 10th Floor

Atlanta, GA 30308

Ladies and Gentlemen:

NN, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to SunTrust Robinson Humphrey, Inc. (“SunTrust”) and the other several Initial Purchasers named in Schedule A-1 attached hereto (collectively, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A-1 of $300,000,000 aggregate principal amount of the Company’s 10.25% Senior Notes due 2020 (the “Notes”), which will initially be unconditionally guaranteed on a senior unsecured basis as to principal, premium, if any, and interest (the “NN Guarantees”) by the subsidiaries of the Company listed on Schedule B-1 hereto (each individually, an “NN Guarantor” and collectively, the “NN Guarantors”). The Notes and the Guarantees (as defined below) attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes (as defined below) and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Securities will be issued pursuant to an indenture, to be dated as of October 19, 2015 (the “Initial Indenture”), among the Company, the NN Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). SunTrust has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities.

The Notes are being issued in connection with the acquisition of all of the issued and outstanding shares of capital stock of Precision Engineered Products Holdings, Inc., a Delaware corporation (“PEP” and, together with its consolidated subsidiaries listed on Schedule B-2 hereto, the “PEP Guarantors” and, together with the NN Guarantors, the “Guarantors”), by the Company (the “Acquisition”) pursuant to a Stock Purchase Agreement, dated as of August 17, 2015, among the Company, PEP and PEP Industries, LLC, a Delaware limited liability company (as amended, supplemented or modified and in effect from time to time, the “Acquisition Agreement”). Upon consummation of the Acquisition, PEP will become a wholly-owned subsidiary of the Company.

The Company intends to enter into new senior secured credit facilities in connection with the Acquisition (the “Senior Credit Facility”, and the documents, agreements or instruments delivered in connection therewith, the “Senior Credit Facility Documentation”).

Upon consummation of the Acquisition, the PEP Guarantors will enter into (i) a joinder agreement (the “Joinder Agreement”) substantially in the form attached hereto as Exhibit B and (ii) a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to