UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date of
Report (Date of earliest event reported): March 9, 2010
NN,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-23486
|
62-1096725
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
2000
Waters Edge Drive
Johnson
City, Tennessee
|
37604
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (423)743-9151
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17CFT
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17CFT
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFT
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13c-4(c) under the Exchange Act (17CFT
240.13c-4(c))
ITEM
1.01
Published
as Exhibit 99.1 is NN Inc.'s press release dated March 9, 2010 announcing
that it has amended its two credit facilities. The existing
facilities were previously amended and restated as of March 13,
2009.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
The
following exhibit is furnished pursuant to Item 1.01, is not considered "filed"
under the Securities Exchange Act of 1934, as amended, and shall not be
incorporated by reference into any of the previous or future filings of NN, Inc.
under the Securities Act of 1933, as amended, or the Exchange Act.
Exhibit:
Exhibit
Number Description of Exhibit
10.1 Amendment No. 2 to
Amended and Restated Credit Agreement as of March 5, 2010.
10.2 Second Amendment to
Second Amended and Restated Note Purchase Agreement and Shelf Agreement as
of March 5, 2010.
99.1 Press Release
of NN, Inc. dated March 9, 2010.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
NN,
INC.
|
|||
|
Date: March
10, 2010
|
By:
|
/s/
William C. Kelly, Jr.
|
|
|
Name
: William C. Kelly, Jr.
|
|||
|
Title
: Vice President and Chief Administrative Officer
|
|||
&#
160;
EXHIBIT 10.1
AMENDMENT
NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT
NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT is made as of March 5,
2010 (this “Amendment”),
among NN,
INC., a Delaware corporation (the “US
Borrower”), the FOREIGN
BORROWERS party hereto (together with the US Borrower, the “Borrowers”
and each individually, a “Borrower”),
the LENDERS
party hereto and KEYBANK
NATIONAL ASSOCIATION, as Agent (as defined below).
WITNESSETH:
WHEREAS,
the Borrowers have been extended certain loans and other financial
accommodations pursuant to the Amended and Restated Credit Agreement, dated as
of March 13, 2009 (as heretofore amended, supplemented or otherwise modified
from to time, the “Credit
Agreement”), among the Borrowers, the Lenders party thereto and KeyBank
National Association, as administrative agent and collateral agent (the “Agent”);
and
WHEREAS,
the Lenders desire to amend the terms of the Credit Agreement as follows on the
terms set forth herein,
NOW
THEREFORE, in consideration of the premises contained herein and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Borrowers, the Agent and the Lenders do hereby agree as
follows:
SECTION
1.
DEFINED TERMS.
Each term used and not
otherwise defined herein shall have the meaning ascribed to such term in the
Credit Agreement. Unless specifically noted, for purposes of this
Amendment, the term “Lender” shall be deemed to include the Swing Line Lender
and each Fronting Lender.
SECTION
2.
AMENDMENT TO CREDIT AGREEMENT.
2.1
Amendments
to Section 1.1. Section 1.1 of the Credit Agreement is hereby
amended by replacing the definitions “Applicable Margin”, “Consolidated EBITDA”
and “Maximum Amount” with the following definitions to read in each case as
follows:
“Applicable Margin”
means (a) four hundred and seventy five (475.00) basis points for LIBOR Fixed
Rate Loans, and (b) four hundred twenty five (425.00) basis points for Base Rate
Loans.
“Consolidated
EBITDA” means, for any period, as determined on a Consolidated basis and after
giving Acquisition Pro Forma Effect to any Acquisition made during such period,
Consolidated Net Earnings for such period, plus
(x) without duplication, the aggregate amounts deducted in determining such
Consolidated Net Earnings in respect of: (a) Consolidated Interest Expense,
(b) Consolidated Income Tax Expense, (c) Consolidated Depreciation and
Amortization Charges, and (d) non-recurring non-cash restructuring charges,
minus
(y) without duplication, the aggregate amounts included in determining such
Consolidated Net Earnings in respect of: (i) extraordinary or unusual non-cash
gains not incurred in the ordinary course of business and (ii) foreign exchange
gains as reported in Other Income according to GAAP and the positive
impact to Consolidated EBITDA resulting from converting Alternate Currency-based
income to Dollar-based income at an exchange rate exceeding $1.46 per €1.00, to
the extent such amounts together exceed $5,000,000 for
such period; provided
that, for purposes of calculating the Leverage Ratio and the applicable
financial covenants set forth in Section 5.7 hereof, Consolidated EBITDA shall
be deemed to be (A) negative ($3,513,000) for the fiscal quarter ended June 30,
2009, (B) negative ($3,382,000) for the fiscal quarter ended September 30, 2009,
and (C) $3,680,000 for the fiscal quarter ended December 31,
2009.
“Maximum Amount”
means, for each Lender, the amount set forth opposite such Lender’s name under
the column headed “Maximum Amount” as set forth on Schedule
1 hereto, subject to (x) decreases to reflect from time to time the then
applicable Total Commitment Amount, (y) decreases pursuant to Section 2.9(a)
hereof, and (z) assignments of interests pursuant to Section 11.10 hereof; provided
that the Maximum Amount for the Swing Line Lender shall exclude the Swing Line
Commitment (other than its pro rata share), and the Maximum Amount of the
Fronting Lender shall exclude the Letter of Credit Commitment (other than its
pro rata share).
“Total Commitment
Amount” means Eighty Five Million Dollars ($85,000,000), as such amount may be
decreased pursuant to Section 2.9(a) hereof, the Total Commitment Amount in any
event reducing in the amount of $1,000,000 as of the end of each fiscal quarter
during the Commitment Period commencing with the fiscal quarter ending December
31, 2010.
2.2 Amendments
to Section 1.1. Section 1.1 of the Credit Agreement is hereby
amended by adding thereto the definitions “Amendment No. 2”, “Attributable
Indebtedness”, and “Minimum Asset Coverage Ratio” to read in each case as
follows:
“Amendment No. 2”
means that certain Amendment No. 2 to Amended and Restated Credit Agreement,
dated as of March 5, 2010.
“Attributable
Indebtedness” means, on any date, in respect of any operating lease of a Person,
the capitalized amount of the remaining lease payments under such lease that
would appear on a balance sheet of such Person prepared as of such date in
accordance with GAAP if the obligations under such lease were accounted for as
Capitalized Lease Obligations.
"Minimum Asset
Coverage Ratio”. means, as of any date of determination, determined on a
Consolidated basis, the ratio of: (a) the sum of Consolidated Accounts
Receivable (as defined by GAAP) of the US Borrower as of such date, plus
Consolidated Inventory (as defined by GAAP) of the US Borrower as of such
date to
(b) the outstanding Revolving Credit Exposure at such time.
2.3 Amendment
to Schedule I. Annex I to the Credit Agreement is hereby deleted in
its entirety and new Schedule I attached hereto is hereby substituted
therefor.
2
2.4 Amendments
to Section 5.7. Section 5.7 of the Credit Agreement is hereby
amended: (x) by deleting clauses (a), (b), (c), (e) and (f) thereof each in its
entirety (with clause (d) thereof remaining unchanged by this Amendment) and
adding new clauses (a), (b), (c), (e) and (f) thereto to read as follows and (y)
adding new clause (g) to read as follows:
Section
5.7 Financial
Covenants.
(a) Capitalization
Ratio. US Borrower shall not suffer or permit the Capitalization
Ratio at any time to exceed: (i) 0.60 to 1.00 on the Restatement Closing Date
through June 29, 2010, (ii) 0.61 to 1.00 on June 30, 2010 through September 29,
2010, (iii) 0.62 to 1.00 on September 30, 2010 through March 30, 2011, (iv) 0.61
to 1.00 on March 31, 2011 through June 29, 2011 and (v) 0.60 to 1.00 on June 30,
2011 and thereafter.
(b) Interest
Coverage Ratio. US Borrower shall not suffer or permit the Interest
Coverage Ratio to be less than: (i) 0.42 to 1.00 for the period ending March 31,
2010, (ii) 0.95 to 1.00 for the period ending June 30, 2010, (iii) 1.57 to 1.00
for the period ending September 30, 2010, (iv) 1.71 to 1.00 for the period
ending December 31, 2010, (v) 2.23 to 1.00 for the period ending March 31, 2011
and (vi) 2.76 for each period ending June 30, 2011 and thereafter.
(c) Minimum
EBITDA. US Borrower shall not suffer or permit Consolidated EBITDA, as
determined for the most recently completed four fiscal quarters of US Borrower,
to be less than:
(i) $603,000 for the period
ending March 31, 2010;
(ii) $7,245,000 for the period ending
June 30, 2010;
(iii) $15,106,000 for the period ending
September 30, 2010;
(iv) $17,623,000 for the period ending
December 31, 2010
(v) $24,904,000 for the period ending
March 31, 2011; and
(vi) $32,077,000 for the period ending June
30, 2011 and thereafter.
(e) Leverage
Ratio. US Borrower shall not suffer or permit at any time the
Leverage Ratio, as determined for the most recently completed four fiscal
quarters of US Borrower, to exceed: (i) 6.50 to 1.00 for the period ending
September 30, 2010, (ii) 5.57 to 1.00 for the period ending December 31, 2010,
(iii) 3.94 to 1.00 for the period ending March 31, 2011, and (iv) 2.77 to 1.00
for the period ending June 30, 2011. This covenant shall be suspended and
shall not apply for the fiscal quarters of US Borrower ending March 31, 2010 and
June 30, 2010.
(f) Capital
Expenditures. The Companies shall not invest in Consolidated
Capital Expenditures greater than: (i) $5,015,000 for the fiscal quarter ending
March 31, 2010, (ii) $8,178,000 on a cumulative basis for the two fiscal quarter
period ending June 30, 2010, (iii) $12,867,000 on a cumulative basis for the
three fiscal quarter period ending September 30, 2010, (iv) $16,705,000 on a
cumulative basis for the four fiscal quarter period ending December 31, 2010,
(v) $2,637,000 for the fiscal quarter ending March 31, 2011 and (vi) $5,274,000
on a cumulative basis for the two fiscal quarter period ending June 30, 2011;
provided that, the amount of permitted Consolidated Capital Expenditures for any
such fiscal period or cumulative fiscal period shall be reduced by the amount of
Attributable Indebtedness of operating leases entered into by the Companies in
such fiscal period; provided
that, Consolidated Capital Expenditures made with (A) net proceeds from a
Material Recovery Event used to replace, rebuild or restore fixed assets in
accordance with Section 2.11(c)(ii) hereof, and (B) net proceeds from asset
dispositions used to replace such assets in accordance with Section 2.11(c)(i)
hereof, shall not be included in calculating Consolidated Capital Expenditures
for purposes of this subsection (f).
3
(g)
Minimum
Asset Coverage Ratio: US Borrower shall
not suffer or permit as of the last day of any fiscal quarter the Minimum Asset
Coverage Ratio to be less than 1.05 to 1.00.
2.5
Amendments
to Section 5.8. Section 5.8 of the Credit Agreement is hereby
amended by deleting clause (b) thereof in its entirety and adding new clause (b)
thereto to read as follows:
(b) any loans granted to or
Capitalized Lease Obligations entered into by any Company for the purchase or
lease of fixed assets (and refinancings of such loans or Capitalized
Lease Obligations), which loans and Capitalized Lease
Obligations shall only be secured by the fixed assets being purchased
or
leased, so long as the aggregate principal amount of all such loans and
Capitalized Lease Obligations for all Companies shall not exceed Six Million
Dollars ($6,000,000) at any time outstanding;
2.6
Amendments
to Section 2.11. Section 2.11(c) of the Credit Agreement is hereby
amended by deleting clause (iv) thereof in its entirety and adding new clause
(iv) thereto to read as follows:
(iv) Excess
Cash of All Domestic Companies. If, at any time, the aggregate
unencumbered and unrestricted cash on hand of US Borrower and the Domestic
Subsidiaries plus Cash Equivalents of the US Borrower and the Domestic
Subsidiaries shall exceed Four Million Dollars ($4,000,000), US Borrower shall,
within three Business Days thereof, make a Mandatory Prepayment in an amount
equal to such excess (provided that US Borrower need not make such Mandatory
Prepayment if the Leverage Ratio for the most recently completed fiscal quarter
shall have been less than 2.50 to 1.00).
2.7
Amendments
relating to certain Foreign Borrowers. The following provisions of
the Credit Agreement are hereby amended as related to certain Foreign
Borrowers:
(a) Amendments
to Section 1.1. Section 1.1 of the Credit Agreement is hereby
amended by deleting the definition “Company” in its entirety and adding the
definition “Company” to read as follows.
“Company” means a
Borrower or a Subsidiary of a Borrower (other than Kugelfertigung Eltmann
GmbH).
4
(b) Amendments
to Section 5. Section 5 of the Credit Agreement is hereby amended
by adding Section 5.32 thereto to read as follows.
Section
5.32 Restructure of
Foreign Borrowers. Except as listed on Schedule
5.32, the Borrowers agree that the Borrowers will not commence a material
restructuring (including any insolvency action with respect thereto) of any
Foreign Borrower or any Subsidiary which was formerly a Foreign Borrower
(notwithstanding its release as a Foreign Borrower pursuant to Amendment No. 2
or otherwise as contemplated thereby), so long as any Obligations of such
Foreign Borrower or such Subsidiary are outstanding and for a period of twelve
(12) months following repayment of any such Obligations, unless such action is
required under order of any Governmental Authority or Requirement of Law after
the Borrowers have taken all steps reasonably available to prevent, object to or
stay such action.
SECTION
3. Release of Kugelfertigung Eltmann GmbH as a Foreign Borrower.
Upon the Effective Time of
this Amendment, (a) Kugelfertigung Eltmann GmbH shall cease to be a Borrower for all
purposes under the Credit Agreement and shall no longer have future Advances or
Letters of Credit available to it thereunder, (b) all Liens granted by Kugelfertigung
Eltmann GmbH to the Administrative Agent to secure the Obligations shall
be deemed discharged and no longer effective and (c) Kugelfertigung
Eltmann GmbH shall no longer be liable for any of the Obligations as a
Borrower or Borrower Guarantor under the Credit Agreement or any other Loan
Document; provided that neither clause (a), (b) or (c) shall apply to any
provisions of the Credit Agreement (including, without limitation,
indemnification provisions) which, by their terms, specifically survive the
termination of the Credit Agreement. Upon the Effective Time of this
Amendment, Kugelfertigung Eltmann GmbH is hereby authorized to file any and all
releases, instruments and other documents which are necessary to effect the
forgoing release and discharge under applicable Requirements of Law. The
Lenders and Agent agree to execute any and all additional releases, instruments
and other documents necessary to effect the foregoing release and
discharge.
SECTION
4.
REPRESENTATIONS AND WARRANTIES.
Each Borrower hereby
represents and warrants to the Lenders and the Agent as follows:
4.1
This
Amendment. This Amendment has been duly and validly executed by an
authorized officer of such Borrower and constitutes the legal, valid and binding
obligation of such Borrower enforceable against such Borrower in accordance with
its terms. The Credit Agreement, as amended by this Amendment, remains in
full force and effect and remains the valid and binding obligation of such
Borrower enforceable against such Borrower in accordance with its terms.
The sum of any amendment fee, structuring fee, additional interest and other
consideration paid or to be paid by the Borrowers to the Senior Noteholders in
connection with the Indenture Amendment (as defined below) does not exceed the
sum of the amounts paid or to be paid by the Borrowers (a) pursuant to Sections
4.6 and 4.7 of this Amendment and (b) due to the increase in the Applicable
Margin set forth in this Amendment.
4.2
No
Default or Event of Default. No Default or Event of Default now
exists under the Credit Agreement and, upon the effectiveness of this Amendment,
no Default or Event of Default will be existing and no Default or Event of
Default will occur as a result of the effectiveness of this
Amendment.
4.3
Restatement of Representations and Warranties. Upon the
effectiveness of this Amendment, the representations and warranties of such
Borrower contained in the Credit Agreement, as amended by this Amendment, and
the Related Writings will be true and correct in all material respects on and as
of the date of this Amendment, except for representations and warranties that
were given as of a specific earlier date (which remain true and correct as of
such earlier date) or representations and warranties which became inaccurate
solely as a result of changes permitted under the Credit Agreement.
5
SECTION
5.
CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective as of the time (the Effective Time”) on
which each of the following conditions precedent shall have been
fulfilled:
5.1
This
Amendment. The Agent shall have received from each Borrower and
requisite Lenders an original counterpart of this Amendment, in each case,
executed and delivered by a duly authorized officer of such Borrower or such
Lender, as the case may be. For the avoidance of doubt, the execution of
this Amendment by the Lenders which are signatories hereto shall constitute
authorization by such Lenders to the Agent to execute as Bank Agent (as defined
in the Intercreditor Agreement) the First Amendment to Intercreditor (as defined
below).
5.2
Amendment
to Amended and Restated Intercreditor Agreement. The Agent shall
have received an original counterpart of the First Amendment to Amended and
Restated Intercreditor Agreement, Agreement, dated as of March 5, 2010 (the
“First Amendment to Intercreditor”), between the Bank Agent and the Noteholders,
duly executed and delivered by the Noteholders and acknowledged by the Borrower
Agent on behalf of all of the Borrowers.
5.3
Guarantor
Acknowledgement. The Agent shall have received from each Guarantor
of Payment a counterpart of the Acknowledgement of Guarantors of Payment,
attached hereto as Annex
I, in each case, executed and delivered by a duly authorized officer of
such Guarantor of Payment.
5.4
Amendment
to Senior Notes Indenture. The Borrowers shall have delivered to
the Agent a fully effective amendment to the Senior Notes Indenture, in form and
substance satisfactory to the Agent, incorporating in substance the amendments
set forth in Section
2 hereof (the “Indenture
Amendment”).
5.5
Amendment
Fee. The Borrowers shall have paid to the Agent for the ratable
benefit of the Lenders an amendment fee in the amount of $225,000.
5.6
Agent
Structuring Fee. The Borrowers shall have paid to the Agent
for its own account an agent structuring fee in the amount of
$50,000.
5.7
Other
Fees and Expenses. The Borrowers shall have paid all other
reasonable outstanding costs, expenses and fees of the Agent and its advisors,
service providers and legal counsels incurred in connection with the
documentation of this Amendment, in each case, to the extent
invoiced.
5.8
Other
Documents. The Agent shall have received such other documents,
instruments or other materials as it shall have reasonably
requested.
SECTION
6. MISCELLANEOUS.
6.1
Governing
Law. This Amendment shall be governed by, and construed and enforced in
accordance with, the laws of the State of Ohio.
6.2
Severability.
Any provision of this Amendment which is prohibited or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Amendment.
6
6.3
Counterparts.
This Amendment may be executed in any number of counterparts and by different
parties hereto and separate counterparts, each of which when so executed and
delivered shall be deemed to be an original, and all of which taken together
shall constitute but one and the same instrument.
6.4
Headings.
Section headings used in this Amendment are for the convenience of reference
only and are not a part of this Amendment for any other purpose.
6.5
Negotiations.
Each Borrower acknowledges and agrees that all of the provisions contained
herein were negotiated and agreed to in good faith after discussion with the
Agent and the Lenders and reviewed by counsel for such Borrower.
6.6
Expenses;
Agreement With Respect to the Senior Notes Indenture. The Borrowers shall
be responsible for all reasonable costs, expenses and fees of the Agent and its
advisors, service providers and legal counsels incurred in connection with the
documentation of this Amendment. To the extent the Senior Noteholders are
compensated or will be compensated for executing and delivering the Indenture
Amendment, whether by fee, increased yield or otherwise, in an aggregate amount
in excess of the amount paid or to be paid by the Borrowers (a) pursuant to
Sections 4.6 and 4.7 of this Amendment and (b) due to the increase in the
Applicable Margin set forth in this Amendment, the Borrowers shall provide the
Agent and the Lenders with at least the equivalent economic consideration (it
being understood that the forgoing sentence shall in no way be deemed to
constitute a consent on the part of the Agent or the Lenders for any such
additional compensation to such Persons).
6.7
Nonwaiver.
The execution, delivery, performance and effectiveness of this Amendment shall
not operate as, or be deemed or construed to be, a waiver: (i) of any right,
power or remedy of the Lenders or the Agent under the Credit Agreement (as
amended by this Amendment) or any Related Writing, or (ii) any term, provision,
representation, warranty or covenant contained in the Credit Agreement (as
amended by this Amendment) or any Related Writing. None of the provisions
of this Amendment shall constitute, be deemed to be or construed as, a waiver of
any Default or Event of Default under the Credit Agreement (as amended by this
Amendment).
6.8
Reaffirmation.
Each Borrower hereby (i) ratifies and reaffirms all of its payment and
performance obligations, contingent or otherwise, under the Credit Agreement (as
amended by this Amendment) and Related Writing to which it is a party
(including, without limitation, any Guaranty of Payment) and (ii) ratifies and
reaffirms its grant of security interests and Liens under such documents and
confirms and agrees that such security interests and Liens hereafter secure all
of the Obligations.
6.9
Loan
Document. This Amendment is a Loan Document.
[Signatures Follow on Next
Page]
7
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective officers or agents thereunto duly authorized as of
the date first written above.
BORROWERS:
| NN, INC. | |||
|
|
By:
|
/s/ James H. Dorton | |
| Name: James H. Dorton | |||
|
Title:
Vice President and CFO
|
|||
|
|
By:
|
/s/ William C. Kelly, Jr. | |
| Name: William C. Kelly, Jr. | |||
|
Title:
Director
|
|||
| NN NETHERLANDS B.V. | |||
|
|
By:
|
/s/ William C. Kelly, Jr. | |
| Name: William C. Kelly, Jr. | |||
| Title: Director | |||
| KUGELFERTIGUNG ELTMANN GMBH | |||
|
|
By:
|
/s/ William C. Kelly, Jr. | |
| Name: William C. Kelly, Jr. | |||
|
Title:
Director
|
|||
| NN EUROBALL IRELAND LIMITED | |||
|
|
By:
|
/s/ James H. Dorton | |
| Name: James H. Dorton | |||
|
Title:
Director
|
|||
| NN SLOVAKIA, S.R.O. | |||
|
|
By:
|
/s/ William C. Kelly, Jr. | |
| Name: William C. Kelly, Jr. | |||
| Title: Director | |||
| NN EUROPE S.P.A. | |||
|
|
By:
|
/s/ William C. Kelly, Jr. | |
| Name: William C. Kelly, Jr. | |||
| Title: Director | |||
&#
160;AGENT
AND LENDERS:
| KEYBANK NATIONAL ASSOCIATION, as Lender and as Agent | |||
|
|
By:
|
/s/ David A. Wild | |
| Name: David A. Wild | |||
| Title: Vice President | |||
| REGIONS BANK, as Lender | |||
|
|
By:
|
/s/ Jonathan C. Tutor | |
| Name: Jonathan C. Tutor | |||
| Title: Senior Vice President | |||
| BRANCH BANKING AND TRUST COMPANY, as Lender | |||
|
|
By:
|
/s/ R. Andrew Bean | |
| Name: R. Andrew Bean | |||
|
Title:
Senior Vice President
|
|||
| WELLS FARGO BANK NATIONAL ASSOCIATION, as Lender | |||
|
|
By:
|
/s/ Nicholas Schoolar | |
| Name: Nicholas Schoolar | |||
| Title: Vice President | |||
ANNEX
I
ACKNOWLEDGEMENT
OF GUARANTORS OF PAYMENT
Each undersigned hereby
acknowledges and agrees to the terms of the Amendment No. 2 to Amended and
Restated Credit Agreement, dated as of March 5, 2010 (the “Amendment”),
delivered in connection with the Amended and Restated Credit, dated as of March
13, 2009 (as amended, supplemented or otherwise modified from time to time, the
“Credit
Agreement”), by and among NN,
INC., a Delaware corporation (the “US
Borrower”), the FOREIGN
BORROWERS party thereto (together with the US Borrower, the “Borrowers”
and each individually, a “Borrower”),
various financial institutions (collectively, the “Lenders”
and individually, a “Lender”)
and KEYBANK
NATIONAL ASSOCIATION (“KeyBank”),
as administrative agent and collateral agent (KeyBank, in such capacity, the
“Agent”).
The undersigned hereby
confirms that, upon the effectiveness of the Amendment, each Guaranty of Payment
by the undersigned, and each Related Writing
to which the undersigned is a party, shall remain in full force and effect and
be the valid and binding obligation of the undersigned, enforceable against the
undersigned in accordance with its terms. The undersigned hereby
further confirms that, upon the effectiveness of the Amendment, such Guaranty of
Payment shall continue to guaranty the Obligations (as defined therein).
Capitalized terms used herein but not defined are used as defined in the Credit
Agreement.
THE DELTA RUBBER COMPANY
By: /s/
James H.
Dorton
Name: James
H.
Dorton
Title: Treasurer
WHIRLAWAY
CORPORATION
By: /s/ James
H.
Dorton
Name:
James H.
Dorton
Title: Treasurer
TRIUMPH
LLC
By:
/s/
James H. Dorton
Name: James
H.
Dorton
Title: Treasurer
INDUSTRIAL
MOLDING CORPORATION
By: /s/James
H. Dorton
Name: James
H.
Dorton
Title: Treasurer
NN
HOLDINGS B.V.
By:
NN International B.V., its sole managing director
By: /s/William
C. Kelly, Jr.
Name: William
C. Kelly,
Jr.
Title: Director
NN
INTERNATIONAL B.V.
By: /s/William
C. Kelly, Jr.
Name: William
C. Kelly,
Jr.
Title: Director
SCHEDULE 1
TO AMENDED AND
RESTATED CREDIT AGREEMENT
|
LENDERS
|
COMMITMENT
PERCENTAGE
|
REVOLVING
CREDIT
COMMITMENT
AMOUNT
|
MAXIMUM
AMOUNT
|
|
KeyBank
National Association
|
29.629629633333%
|
$25,185,185.19
|
$25,185,185.19
|
|
Regions
Bank
|
27.777777777778%
|
$23,611,111.11
|
$23,611,111.11
|
|
Branch
Banking and Trust Company
|
27.777777777778%
|
$23,611,111.11
|
$23,611,111.11
|
|
Wells Fargo
Bank National Association
|
14.814814811111%
|
$12,592,592.59
|
$12,592,592.59
|
|
Total
Commitment Amount
|
100%
|
$85,000,000.00
|
$85,000,000.00
|
SCHEDULE
5.32
TO AMENDED AND
RESTATED CREDIT AGREEMENT
1. NN Netherlands employee
reduction action (up to 52 employees)
2. NN Italy employee reduction
action (up to 34 employees)
60; EXHIBIT
10.2
SECOND AMENDMENT TO SECOND
AMENDED AND RESTATED
NOTE PURCHASE
AGREEMENT AND SHELF AGREEMENT
THIS
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT AND
SHELF AGREEMENT (this “Amendment”),
is made and entered into as of March 5, 2010, by and among NN, INC., a Delaware
corporation (the “Company”),
certain of its subsidiaries named below (the “Guarantors”),
The Prudential Insurance Company of America (together with its successors and
assigns, “Prudential”)
and the other holders of the Notes from time to time party to the Note Agreement
(as defined below) (collectively, and together with their successors and
assigns, the “Noteholders”).
W I
T
N
E
S
S
E
T
H:
WHEREAS, the
Company, the Guarantors and the Noteholders are parties to a certain Second
Amended and Restated Note Purchase Agreement and Shelf Agreement, dated as of
March 13, 2009, as amended by that First Amendment to Second Amended and
Restated Note Purchase Agreement and Shelf Agreement, dated as of July 31, 2009
(as further amended, restated, supplemented or otherwise modified from time to
time, the “Note
Agreement”); capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Note
Agreement;
WHEREAS, the
Company has requested certain amendments to the Note Agreement, and subject to
the terms and conditions hereof, the Noteholders are willing to agree to such
amendments;
NOW, THEREFORE, for
good and valuable consideration, the sufficiency and receipt of all of which are
acknowledged, the Company and the Noteholders agree as follows:
1. Amendments
to Note Agreement. The Note Agreement is amended as
follows:
(a) Section
8.8. Section 8.8 of the Note Agreement is amended
by replacing the references to Sections 8.3(c) and 8.3(e) appearing in Section
8.8(b) with references to Sections 8.8(c) and 8.8(e).
(b) Section
10.2. Section 10.2 of the Note Agreement is amended by
replacing such Section in its entirety with the following:
|
Four
fiscal quarter period ending date:
|
Maximum Leverage Ratio:
|
|
September 30, 2010
|
6.50:1.00
|
|
December 31, 2010
|
5.57:1.00
|
|
March 31, 2011
|
3.94:1.00
|
|
June 30, 2011
|
2.77:1.00
|
|
September 30, 2011 and thereafter
|
2.75:1.00
|
This covenant shall
be suspended and shall not apply for the fiscal quarters ending March 31, 2010
and June 30, 2010.
(c) Section
10.3. Section 10.3 of the Note Agreement is amended by
replacing such Section in its entirety with the following:
Section
10.3 Capitalization
Ratio. The Obligors will not permit Consolidated Funded Debt at any time
to exceed (a) 60% of Consolidated Total Capitalization on the Restatement
Closing Date through June 29, 2010, (b) 61% of Consolidated Total Capitalization
on June 30, 2010 through September 29, 2010, (c) 62% of Consolidated Total
Capitalization on September 30, 2010 through March 30, 2011, (d) 61% of
Consolidated Total Capitalization on March 30, 2011 through June 29, 2011, and
(e) 60% of Consolidated Total Capitalization thereafter.
(d) Section
10.5. Section 10.5 of the Note Agreement is amended by replacing such
Section in its entirety with the following:
Section
10.5 Interest Coverage Ratio.
The Obligors will not suffer or permit the ratio of (a) EBITDAR to (b)
Consolidated Interest Expense, in each case for the four-fiscal quarter period
ending on the dates set forth below, to be less than:
|
Four fiscal quarter
period ending date:
|
Minimum Interest Coverage:
|
|
March 31,
2010
|
0.42:1.00
|
|
June 30,
2010
|
0.95:1.00
|
|
September 30,
2010
|
1.57:1.00
|
|
December 31,
2010
|
1.71:1.00
|
|
March 31,
2011
|
2.23:1.00
|
|
June 30, 2011
and thereafter
|
2.76:1.00
|
2
(e)
Section
10.6. Section 10.6 of the Note Agreement is amended by
replacing such Section in its entirety with the following:
Section 10.6 Minimum EBITDA.
For each period of four fiscal quarters ending on the last day of each quarterly
fiscal period of the Company, commencing on March 31, 2010, the Obligors will
not permit EBITDA to be less than:
|
Four fiscal quarter
period ending date:
|
Minimum EBITDA:
|
|
March 31,
2010
|
$603,000
|
|
June 30,
2010
|
$7,245,000
|
|
September 30,
2010
|
$15,106,000
|
|
December 31,
2010
|
$17,623,000
|
|
March 31,
2011
|
$24,904,000
|
|
June 30, 2011
and thereafter
|
$32,077,000
|
(f)
Section 10.7. Section
10.7 of the Note Agreement is amended by replacing such Section in its entirety
with the following:
3
(g)
Section 10.9. Section
10.9 of the Note Agreement is amended by replacing Subsection (b) of such
Section in its entirety with the following:
(b) any loans granted to or Capital Lease Obligations
entered into by the Company or any Subsidiary for the purchase or lease of fixed
assets (and refinancings of such loans or Capital Lease Obligations), which
loans and Capital Lease Obligations shall only be secured by the fixed assets
being purchased or leased, so long as the aggregate principal amount of all such
loans and Capital Lease Obligations for the Company and its Subsidiaries shall
not exceed Six Million Dollars ($6,000,000) in the
aggregate at any time outstanding;
(h)
Section
10.19.
Section 10.19 of the Note Agreement is amended by replacing such Section
in its entirety with the following:
Section 10.19
Credit
Documents. The Company
shall not, without the prior written consent of the Required Holders, amend,
restate, supplement or otherwise modify the Credit Documents to (a) increase the
committed principal amount of the Revolving Credit Facility unless such increase
shall be permitted pursuant to Section
10.9(l), (b) change the date of any scheduled principal payment to a date
prior to September 21, 2011 or (c) otherwise modify any provision such that a
Default or Event of Default will exist. The Obligors shall not, without
the prior written consent of the Required Holders, permit to exist, on the
occurrence of any condition or otherwise, any Lien or other security in favor of
the trustee for or the Bank Lenders or any agent therefor other than any Lien
granted to Collateral Agent for the benefit of both the Bank Lenders and the
holders of the Notes and Liens on assets of Foreign Subsidiaries to the extent
subject to the Intercreditor Agreement. The Company will not reduce the
commitments to its Revolving Credit Facility to less than the Minimum Revolver
Amount, except to the extent that the Company has offered to the holders of the
Notes a proportionate prepayment of the Notes pursuant to Section 8.1(b) in
connection with each such reduction of the Revolving Credit Facility below the
Minimum Revolver Amount, and to the extent such offer is accepted, has made such
prepayment. The Company will not make any Restricted Payment under the
Credit Agreement other than Restricted Payments under Section 10.14. For
purposes of this Section 10.19, the Minimum Revolver Amount at any time shall
mean $85,000,000, reducing to $84,000,000 on December 31, 2010, reducing to
$83,000,000 on March 31, 2011 and reducing to and remaining $82,000,000 on June
30, 2011 and thereafter.
(i) Section
10. Section 10 of the Note Agreement is
amended by adding the following as new Sections 10.25 and 10.26 at the end of
Section
10:
4
Section 10.25 Restructure
of Foreign Subsidiaries. Except as listed on Schedule 10.25, the Obligors
agree that the Obligors will not commence a material restructuring (including
any insolvency action with respect thereto) of any Foreign Borrower (as such
term is defined in the Credit Agreement) or any Subsidiary which was formerly a
Foreign Borrower under the Credit Agreement (notwithstanding its release as a
Foreign Borrower under the Credit Agreement pursuant to the Second Amendment to
Credit Agreement or otherwise as contemplated thereby), so long as any
Obligations (as such term is defined in the Credit Agreement) of such Foreign
Subsidiary under the Credit Agreement are outstanding and for a period of twelve
(12) months following repayment of any such obligations, unless such action is
required under order of any Governmental Authority after the Obligors have taken
all steps reasonably available to prevent, object to or stay such
action.
Section 10.26
Minimum Asset
Coverage Ratio: The Company
shall
not suffer or permit at as of the last day of any fiscal quarter the Minimum
Asset Coverage Ratio of the Company to be less than to be less than 1.05 to
1.00.
(j) Schedule
B. Schedule B to the Note Agreement is amended by (1) adding
thereto the following definitions of “Alternate Currency”, “Attributable
Indebtedness”, “Minimum Asset Coverage Ratio”, “Second Amendment Date” and
“Second Amendment to Credit Agreement” in appropriate alphabetical order and (2)
replacing the definition of “EBITDA” and “Subsidiary” in their entirety with the
following definitions of “EBITDA” and “Subsidiary”:
“Alternate
Currency” shall mean Euros or any other currency, other than Dollars,
agreed to by the holders of the Notes that shall be freely transferable and
convertible into Dollars.
“Attributable
Indebtedness” shall mean, on any date, in respect of any operating lease
of a Person, the capitalized amount of the remaining lease payments under such
lease that would appear on a balance sheet of such Person prepared as of such
date in accordance with GAAP if the obligations under such lease were accounted
for as Capital Lease Obligations.
“EBITDA”
shall mean, for the Company and its Subsidiaries on a consolidated basis for any
period, after giving Acquisition Pro Forma Effect to any Acquisition made during
such period,
the sum of (a) Section 10.10 Consolidated Net Income, plus (b) Section
10.10 Interest Expense, plus (c) any provision for taxes based on income or
profits that was deducted in computing Section 10.10 Consolidated Net Income,
plus (d) depreciation, plus (e) amortization of intangible assets and other
non-recurring non-cash charges, plus (f) non-recurring non-cash restructuring
charges, minus without duplication, the aggregate amounts included in
determining such Section 10.10 Consolidated Net Income in respect of: (i)
extraordinary or unusual non-cash gains not incurred in the ordinary course of
business and (ii) foreign exchange gains as reported in Other Income according
to GAAP and the positive impact to EBITDA resulting from converting Alternate
Currency-based income to Dollar-based income at an exchange rate exceeding $1.46
per €1.00, to the extent such amounts together exceed $5,000,000 for such
period; provided that for purposes of calculating the Leverage Ratio and the
applicable financial covenants set forth in Section 10.2, Section 10.5 and
Section 10.6 hereof, EBITDA shall be deemed to be (A) negative ($3,513,000) for
the fiscal quarter ended June 30, 2009, (B) negative ($3,382,000) for the fiscal
quarter ended September 30, 2009 and (C) $3,680,000 for the fiscal quarter ended
December 31, 2009.
5
"Minimum
Asset Coverage Ratio” means, as of any date of determination, determined
on a Consolidated basis, the ratio of: (a) the sum of Consolidated Accounts
Receivable (as defined by GAAP) of the Company as of such date, plus
Consolidated Inventory (as defined by GAAP) of the Company as of such date to
(b) the outstanding “Revolving Credit Exposure” (as defined in the Credit
Agreement as in effect as of the Second Amendment Date) at such time.
“Second
Amendment Date” shall mean March 5, 2010.
“Second
Amendment to Credit Agreement” shall mean that certain Amendment No.2 to
Amended and Restated Credit Agreement, dated as of March 5, 2010, by and among
the Obligors, certain of their other subsidiaries, the lenders parties thereto
and KeyBank National Association, as Administrative Agent.
“Subsidiary” shall mean,
as to any Person, any corporation, association or other business entity in which
such Person or one or more of its Subsidiaries or such Person and one or more of
its Subsidiaries owns sufficient equity or voting interests to enable it or them
(as a group) ordinarily, in the absence of contingencies, to elect a majority of
the directors (or Persons performing similar functions) of such entity, and any
partnership or joint venture if more than a 50% interest in the profits or
capital thereof is owned by such Person or one or more of its Subsidiaries or
such Person and one or more of its Subsidiaries (unless such partnership can and
does ordinarily take major business actions without the prior approval of such
Person or one or more of its Subsidiaries). Unless the context otherwise
clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary
of the Company; provided,
however that Kugelfertigung Eltmann GmbH shall not be considered a
Subsidiary for purposes of this Agreement except with respect to the following
definitions and Sections: (i) Section 7.1(a); (ii) Section 7.1(b); (iii) Section
10.10(m); (iv) Section 10.22; and (v) the definitions of the following terms set
forth in Schedule B: “Consolidated”; “Consolidated Fixed Charges”;
“Consolidated Funded Debt”; “Consolidated Net Income”; “Consolidated Net Worth”;
“Consolidated Section 10.10 Debt”; “Consolidated Total Assets”; “EBITDA”;
“Foreign Subsidiary”; “Funded Debt”; “Interest Charges”; “Leverage Ratio”;
“Pledged Securities”; “Section 10.10 Consolidated Net Income”; “Section 10.10
Interest Expense”; and “Section 10.10 Rent Expense”.
6
2. Waiver
of Mandatory Prepayment. The Noteholders waive the
requirement under Section 10.19 of the Agreement that the Company offer to
prepay a portion of the Notes pursuant to Section 8.1(b) in connection with the
reduction of the Revolving Credit Facility to $85,000,000 pursuant to the Second
Amendment to Credit Agreement (as defined below).
3. Conditions
to Effectiveness of this Amendment. Notwithstanding any other
provision of this Amendment and without affecting in any manner the rights of
the Noteholders hereunder, it is understood and agreed that this Amendment shall
not become effective, and the Company shall have no rights under this Amendment,
until the Noteholders shall have received (i) payment of an amendment fee to the
Noteholders in the amount of 0.25% of the aggregate outstanding principal amount
of the Notes, (ii) payment of a structuring fee to the Noteholders in the amount
of $16,806, (iii) reimbursement or payment of their costs and expenses incurred
in connection with this Amendment or the Note Agreement (including reasonable
fees, charges and disbursements of King & Spalding LLP, counsel to the
Noteholders) and (iv) each of the following:
(a)
executed counterparts to this Amendment
from the Company, each of the Guarantors and the Noteholders;
(b)
a certified copy of the fully effective
amendment to the Credit Documents, in form and substance satisfactory to the
Noteholders, incorporating in substance the amendments set forth in Section
1 hereof, authorizing KeyBank National Association, as Administrative
Agent, to enter into the amendment to the Intercreditor Agreement contemplated
in clause (c) below and consenting to the execution, delivery and performance of
this Amendment by the Company and the Guarantors (the “Second
Amendment to Credit Agreement”); and
(c) a fully effective amendment
to the Intercreditor Agreement, in form and substance satisfactory to the
Noteholders.
4. Representations
and Warranties. To induce the Noteholders to enter into this
Amendment, each Obligor hereby represents and warrants to the Noteholders that:
(a) The execution, delivery and
performance by such Obligor of this Amendment (i) are within such Obligor’s
power and authority; (ii) have been duly authorized by all necessary
corporate and shareholder action; (iii) are not in contravention of any
provision of such Obligor’s certificate of incorporation or bylaws or other
organizational documents; (iv) do not violate any law or regulation, or any
order or decree of any Governmental Authority; (v) do not conflict with or
result in the breach or termination of, constitute a default under or accelerate
any performance required by, any indenture, mortgage, deed of trust, lease,
agreement or other instrument to which such Obligor or any of its Subsidiaries
is a party or by which such Obligor or any such Subsidiary or any of their
respective property is bound; (vi) do not result in the creation or imposition
of any Lien upon any of the property of such Obligor or any of its Subsidiaries;
and (vii) do not require the consent or approval of any Governmental
Authority or any other person;
7
(b) This Amendment has been
duly executed and delivered for the benefit of or on behalf of each Obligor and
constitutes a legal, valid and binding obligation of each Obligor, enforceable
against such Obligor in accordance with its terms; and
(c) After giving effect to this
Amendment, the representations and warranties contained in the Note Agreement
and the other Financing Agreements are true and correct in all material
respects, and no Default or Event of Default has occurred and is continuing, or
would result herefrom, as of the date hereof, except for representations and
warranties that were given as of a specific earlier date (which remain true and
correct as of such earlier date) or representations and warranties which became
inaccurate solely as a result of changes permitted under the Note
Agreement.
5.
Reaffirmations
and Acknowledgments.
(a) Reaffirmation
of Guaranty. Each Guarantor consents to the execution and delivery
by the Company of this Amendment and jointly and severally ratify and confirm
the terms of its Guaranty of the Obligations of the Company arising under
Section 23 of the Note Agreement. Each Guarantor acknowledges that,
notwithstanding anything to the contrary contained herein or in any other
document evidencing any indebtedness of the Company to the Noteholders or any
other obligation of the Company, or any actions now or hereafter taken by the
Noteholders with respect to any obligation of the Company, Section 23 of the
Note Agreement (i) is and shall continue to be a primary obligation of the
Guarantors, (ii) is and shall continue to be an absolute, unconditional, joint
and several, continuing and irrevocable guaranty of payment, and (iii) is and
shall continue to be in full force and effect in accordance with its
terms. Nothing contained herein to the contrary shall release, discharge,
modify, change or affect the original liability of the Guarantors under Section
23 of the Note Agreement.
(b) Acknowledgment
of Perfection of Security Interest. Each Obligor hereby acknowledges
that, as of the date hereof, the security interests and liens granted to the
Collateral Agent and the Noteholders under the Note Agreement, the Pledge
Agreements and the other Financing Agreements are in full force and effect, are
properly perfected and are enforceable in accordance with the terms of the Note
Agreement and the other Financing Agreements.
6.
Effect
of Amendment. Except as set forth expressly herein, all
terms of the Note Agreement, as amended hereby, and the other Financing
Agreements shall be and remain in full force and effect and shall constitute the
legal, valid, binding and enforceable obligations of the Obligors to the
Noteholders. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Noteholders under the Note Agreement, nor
constitute a waiver of any provision of the Note Agreement. This Amendment
shall constitute a Financing Agreement for all purposes of the Note
Agreement.
8
7.
Governing
Law. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of New York and all
applicable federal laws of the United States of
America.
8.
No
Novation. This Amendment is not intended by the parties to
be, and shall not be construed to be, a novation of the Note Agreement or an
accord and satisfaction in regard thereto.
9.
Costs
and Expenses; Agreement With Respect to the Credit
Documents. The Company agrees to pay on demand all
reasonable costs and expenses of the Noteholders in connection with the
preparation, execution and delivery of this Amendment, including, without
limitation, the reasonable fees and out-of-pocket expenses of outside counsel
for the Noteholders with respect thereto. To the extent any Bank Lender is
compensated for executing and delivering the Second Amendment to Credit
Agreement, whether by fee, increased yield or otherwise, the Company shall
provide the Noteholders with at least the equivalent economic consideration,
including without limitation the fees set forth in subparagraphs (i) and (ii) of
Section 3 of this Amendment (it being understood that the foregoing sentence
shall in no way be deemed to constitute a consent on the part of the Noteholders
for any such additional compensation to such
Persons).
11.
Binding
Nature. This Amendment shall be binding upon and inure to
the benefit of the parties hereto, their respective successors,
successors-in-titles, and assigns.
12.
Entire
Understanding. This Amendment sets forth the entire
understanding of the parties with respect to the matters set forth herein, and
shall supersede any prior negotiations or agreements, whether written or
oral, with respect thereto.
[Remainder of page
intentionally blank.]
9
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the day and year first
above written.
|
Company:
NN,
Inc.
|
|||
|
|
By:
|
/s/James H. Dorton | |
| Name: James H. Dorton | |||
| Title: Vice President and CFO | |||
GUARANTORS
| Industrial Molding Corporation, as successor by merger to Industrial Molding Group, L.P. | |||
|
|
By:
|
/s/ James H. Dorton | |
| Name: James H. Dorton | |||
| Title: Treasurer | |||
|
|
|||
| The Delta Rubber Company, a Connecticut corporation | |||
|
|
By:
|
/s/ James H. Dorton | |
| Name: James H. Dorton | |||
| Title: Treasurer | |||
| Whirlaway Corporation, an Ohio corporation | |||
|
|
By:
|
/s/ James H. Dorton | |
| Name: James H. Dorton | |||
| Title: Treasurer | |||
| Triumph LLC, an Arizona limited liability company | |||
|
|
By:
|
/s/ James H. Dorton | |
| Name: James H. Dorton | |||
| Title: Treasurer | |||
NOTEHOLDERS:
| The Prudential Insurance Company of America | |||
|
|
By:
|
/s/ Billy Greer | |
| Name: Billy Greer | |||
| Title: Senior Vice President | |||
|
Prudential
Retirement Insurance and Annuity Company
By:
Prudential Investment Management, Inc., as investment
manager
|
|||
|
|
By:
|
/s/ Billy Greer | |
| Name: Billy Greer | |||
| Title: Senior Vice President | |||
|
American
Bankers Life Assurance Company of Florida, Inc.
By:
Prudential Private Placement Investors, L.P., as Investment
Advisor
By:
Prudential Private Placement Investors, Inc., as its General
Partner
|
|||
|
|
By:
|
/s/ Billy Greer | |
| Name: Billy Greer | |||
| Title: Senior Vice President | |||
|
Farmers
New World Life Insurance Company
By:
Prudential Private Placement Investors, L.P., as Investment
Advisor
By:
Prudential Private Placement Investors, Inc., as its General
Partner
|
|||
|
|
By:
|
/s/ Billy Greer | |
| Name: Billy Greer | |||
| Title: Senior Vice President | |||
|
Union
Security Insurance Company, as successor to Time Insurance
Company
By:
Prudential Private Placement Investors, L.P., as Investment
Advisor
By:
Prudential Private Placement Investors, Inc., as its General
Partner
|
|||
|
|
By:
|
/s/ Billy Greer | |
| Name: Billy Greer | |||
| Title: Senior Vice President | |||
Schedule 10.25
to
Second Amended and
Restated Note Purchase Agreement and Shelf Agreement
1. NN Netherlands employee
reduction action (up to 52 employees)
2. NN Italy employee reduction
action (up to 34 employees)
EXHIBIT
99.1
|
RE:
NN,
Inc.
|
|
| 2000 Waters Edge Drive | |
| Johnson City, TN 37604 |
FOR
FURTHER INFORMATION:
| AT THE COMPANY | AT FINANCIAL RELATIONS BOARD |
| Will Kelly | Marilynn Meek |
| Vice President and Chief Administrative Officer | (General info) |
| (423)743-9151 | (212)827-3773 |
FOR
IMMEDIATE RELEASE
March 9,
2010
NN,
INC. ANNOUNCES AMENDED CREDIT FACILITIES
Johnson
City, Tenn., March 9, 2010 – NN, Inc. (Nasdaq: NNBR) today announced that
it has amended its two credit facilities. The existing facilities
were previously amended and restated as of March 13,
2009.
James H.
Dorton, Vice President and Chief Financial Officer commented, “On March 8, 2010,
we amended our previously amended revolving credit facility with Key Bank as the
administrative agent. We also amended the terms for our previously
amended senior notes due in April 2014 with Prudential Capital. The
Company currently has $59.2 million outstanding under the revolving credit
facility and $28.6 million outstanding under the senior notes. These
amendments were necessary to establish new financial covenants and to replace
those that were due to expire within 2010. The new covenants, which will be in
effect through the expiration of the revolving credit facility in September
2011, reflect improving economic conditions and the resulting expected
improvement in our financial results and outlook. As of December 31,
2009, we were in compliance with all existing covenants.”
“The
revised syndicated credit agreement provides for an initial commitment of $85
million, which reduces by $1 million at the end of each of the three fiscal
quarters beginning with the December 31, 2010 quarter end and ending with
the June 31, 2011 quarter end. The total commitment amount will reduce to
$82 million during this time. The amended facility provides for the
borrowing of available funds by certain of the Company’s domestic and European
subsidiaries and is collateralized by assets of the Company in addition to
pledges of stock and guarantees of our domestic and foreign
subsidiaries. The loan agreements contain customary covenants
including restrictions on payments for dividends, capital expenditures and stock
repurchases. The syndicated loan agreement carries a revised interest
rate of LIBOR plus 4.75% and the senior notes which are due on April 2014, carry
an interest rate of 8.5%. At current interest rates, this yields a
blended interest rate of approximately 6.3% on NN’s total debt.”
NN, Inc.
manufacturers and supplies high precision metal bearing components, industrial
plastic and rubber products and precision metal components to a variety of
markets on a global basis. Headquartered in Johnson City, Tennessee,
NN has 12 manufacturing plants in the United States, Western Europe, Eastern
Europe and China. NN, Inc. had sales of US $425 million in
2008.
Except
for specific historical information, many of the matters discussed in this press
release may express or imply projections of revenues or expenditures, statements
of plans and objectives or future operations or statements of future economic
performance. These, and similar statements, are forward-looking statements
concerning matters that involve risks, uncertainties and other factors which may
cause the actual performance of NN, Inc. and its subsidiaries to differ
materially from those expressed or implied by this discussion. All
forward-looking information is provided by the Company pursuant to the safe
harbor established under the Private Securities Litigation Reform Act of 1995
and should be evaluated in the context of these factors. Forward-looking
statements generally can be identified by the use of forward-looking terminology
such as “assumptions”, “target”, “guidance”, “outlook”, “plans”, “projection”,
“may”, “will”, “would”, “expect”, “intend”, “estimate”, “anticipate”, “believe”,
“potential” or “continue” (or the negative or other derivatives of each of these
terms) or similar terminology. Factors which could materially affect actual
results include, but are not limited to: general economic conditions and
economic conditions in the industrial sector, inventory levels, regulatory
compliance costs and the Company's ability to manage these costs, start-up costs
for new operations, debt reduction, competitive influences, risks that current
customers will commence or increase captive production, risks of capacity
underutilization, quality issues, availability and price of raw materials,
currency and other risks associated with international trade, the Company’s
dependence on certain major customers, the successful implementation of the
global growth plan including development of new products and consummation of
potential acquisitions and other risk factors and cautionary statements listed
from time to time in the Company’s periodic reports filed with the Securities
and Exchange Commission, including, but not limited to, the Company’s Annual
Report on 10-K for the fiscal year ended December 31,
2008.
###