October 16, 2015
ROBINSON HUMPHREY, INC.
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 Companys 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