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SEC Filings

8-K
NN INC filed this Form 8-K on 10/20/2015
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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is dated as of October 19, 2015, among NN, INC., a Delaware corporation (the “Company”), the guarantors listed on the signature pages hereto (collectively, the “NN Guarantors”) and SunTrust Robinson Humphrey, Inc., as representative (the “Representative”) of the several initial purchasers named on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”).

Upon consummation of the Acquisition (as defined in the Purchase Agreement), Precision Engineered Products Holdings, Inc. and each of its subsidiaries that join the Purchase Agreement pursuant to the Purchase Agreement Joinder (as defined in the Purchase Agreement) (collectively, the “PEP Guarantors”) shall enter into a joinder agreement substantially in the form attached hereto as Exhibit A (the “Registration Rights Joinder”) under which each of the PEP Guarantors shall become party to this Agreement. Prior to the execution and delivery of the Registration Rights Joinder, the term “Guarantors” shall mean the NN Guarantors, and upon due execution and delivery of the Registration Rights Joinder, the NN Guarantors and the PEP Guarantors are herein collectively referred to as the “Guarantors.” Prior to the execution and delivery of the Registration Rights Joinder, the term “Guarantees” shall mean the guarantees of the Notes by the NN Guarantors, and upon due execution and delivery of the Registration Rights Joinder, the guarantees of the Notes by the NN Guarantors and the PEP Guarantors are herein collectively referred to as the “Guarantees.

This Agreement is entered into in connection with the Purchase Agreement by and among the Company, the NN Guarantors and the Representative, dated as of October 16, 2015 (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the Initial Purchasers of $300,000,000 aggregate principal amount of the Company’s 10.25% Senior Notes due 2020 (the “Notes”). The Notes are issued under an indenture, dated as of October 19, 2015 (as amended or supplemented from time to time, the “Indenture”), between the Company, the NN Guarantors and U.S. Bank National Association, as Trustee (as defined below). Pursuant to the Purchase Agreement and the Indenture, each Guarantor is required to unconditionally guarantee, on a senior unsecured basis, the Company’s obligations under the Notes and the Indenture. The Notes and the Guarantees are collectively referred to as the “Securities”. In order to induce the Representative to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and, except as otherwise set forth herein, any subsequent Holder (as defined below) or Holders of the Securities. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Securities under the Purchase Agreement.

The parties hereby agree as follows:

 

  1. Definitions

As used in this Agreement, the following terms shall have the following meanings:

Additional Interest: See Section 4(a) hereof.

Advice: See the last paragraph of Section 5 hereof.

Agreement: See the introductory paragraphs hereto.

Applicable Period: See Section 2(b) hereof.