AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment) is entered into as of August 15, 2017
among NN, Inc., a Delaware corporation (the Borrower), the Revolving Credit Lenders party hereto, and SunTrust Bank, as the administrative agent (the Administrative Agent).
WHEREAS, the Borrower, the Administrative Agent and the Lenders from time to time party thereto are parties to the Amended and Restated Credit
Agreement, dated as of September 30, 2016 (as amended to date, and as the same may from time to time be further amended, restated or otherwise modified, the Credit Agreement), which amended and restated the Credit Agreement,
dated as of October 19, 2015, as amended;
WHEREAS, the Borrower, certain of the Revolving Credit Lenders and the Administrative
Agent desire to amend the Credit Agreement to modify certain provisions thereof pursuant to the terms of the Credit Agreement;
pursuant to Sections 7.14 and 10.01 of the Credit Agreement, the consent of the Required Revolving Lenders is required for the effectiveness of certain of the amendments to the Credit
Agreement set forth herein, and each of the
Revolving Credit Lenders whose consent is required has agreed to the foregoing as evidenced by its signature to this Amendment.
consideration of the premises and mutual covenants herein and for other valuable consideration, the Borrower, the Administrative Agent and the Revolving Credit Lenders party hereto agree as follows:
Section 1. Definitions. Unless otherwise defined herein, each capitalized term used in this Amendment and not defined herein shall
be defined in accordance with the Credit Agreement.
Section 2. Amendments.
(i) The definition of Applicable Rate is hereby amended by replacing each > where it appears in the
table set forth therein with respect to the Applicable Rate for the Revolving Credit Facility with ³.
(ii) The following definition set forth in Section 1.01 of the Credit Agreement is hereby restated in
its entirety as follows:
Consolidated Net Leverage Ratio means, as of any date, determined on a consolidated basis, the
ratio of (a) Consolidated Funded Indebtedness (as of such date) minus the aggregate amount equal to the lesser of (x) (1) 100% of the Unrestricted Cash and Cash Equivalents (as of such date) of the Borrower and its Domestic Subsidiaries plus
(2) 50% of the Unrestricted Cash and Cash Equivalents (as of such date) of the Foreign Subsidiaries of the Borrower organized under the laws of a jurisdiction located in Europe, as of such date, and (y) the Cap Amount to (b) Consolidated
EBITDA for the period of four consecutive fiscal quarters of the Borrower then ended (in the case of any determination as of the last day of a fiscal quarter) or for the most recently completed four fiscal quarters of the Borrower for which
financials are required to be delivered hereunder (in the case of any determination of such ratio on a pro forma basis hereunder). For the purposes of this definition, the Cap Amount means the greater of (A) $40,000,000 and
(B) the amount (not to exceed $150,000,000) of Unrestricted Cash and Cash Equivalents standing to the credit of Deposit Account Control Agreements (as of such date).
Section 3. Conditions to Effectiveness. This Amendment shall become effective on the first Business Day on which the following
conditions are satisfied or waived (the Second Amendment Effective Date); provided that the definition of Applicable Rate, as amended herein pursuant to Section 2(i), shall become immediately effective upon
the execution of this Amendment by the Borrower and the Administrative Agent:
(i) the Administrative Agent (or its
counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of Revolving Credit Lenders constituting the Required Revolving Lenders as well as signatures of (A) the Administrative Agent,
(B) the Borrower and (C) the Guarantors;