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SEC Filings

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


CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of October 19, 2015, among NN, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and each individually, a “Lender”), and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent.

PRELIMINARY STATEMENTS:

WHEREAS, the Borrower desires to acquire (the “Closing Date Acquisition”) 100% of the equity interests of Precision Engineered Products Holdings, Inc., a Delaware corporation (the “Company”).

WHEREAS, the Borrower has requested that, in connection with the consummation of the Closing Date Acquisition, the Lenders lend to the Borrower a portion of the consideration necessary (i) to pay to PEP Industries, LLC, a Delaware limited liability company (the “Seller”), the cash consideration for their Equity Interests in the Company, (ii) to pay transaction fees and expenses and (iii) to refinance certain Indebtedness of the Borrower, the Company and their respective Subsidiaries.

In furtherance of the foregoing, the Borrower has requested that the Lenders provide an initial term loan and a revolving credit facility to the Borrower, and the Lenders have indicated their willingness to lend and the L/C Issuers have indicated their willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of any Person, or any business or division of any Person, (b) the acquisition of in excess of 50% of the Equity Interests of any Person, or (c) the acquisition of another Person by a merger, consolidation, amalgamation or any other combination with such Person.

Additional Lender” has the meaning assigned to such term in Section 2.14(b).

Administrative Agent” means KeyBank in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.