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): May 30,
2007
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
|
37604
|
|
|
Johnson
City, Tennessee
|
(Zip
Code)
|
|
|
(Address
of principal executive offices)
|
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 (17 CFT 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFT
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFT 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFT
240.13e-4(c))
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May
30, 2007, NN, Inc. entered into a Second Amendment Agreement of its Credit
Agreement among NN, Inc. , KeyBank National Association as Lead Arranger, Book
Runner and Administrative Agent, and AmSouth Bank, as Swing Line Lender and
the
Lenders as named therein.
ITEM
9.01 FINANCIAL STATEMENTS AND
EXHIBITS
Exhibit
10.1 Second Amendment Agreement dated May
30, 2007 between NN, Inc., and the Lenders as named therein, KeyBank
National Association as Lead Arranger, Book Runner and Administrative Agent,
and
amSouth, as Swing Line Lender.
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:
June
4, 2007
|
By:
|
/s/ William C. Kelly, Jr. | |
| Name: William C. Kelly, Jr. | |||
| Title: Vice President and Chief Administrative Officer | |||
EXHIBIT
10.1
SECOND
AMENDMENT AGREEMENT
This
SECOND AMENDMENT AGREEMENT (this
“Amendment”) is made as of the 30th day of
May, 2007
among:
(a) NN,
INC., a Delaware corporation (“US Borrower”);
(b) each
Foreign Borrower, as defined in the Credit Agreement, as hereinafter defined
(each such Foreign Borrower, together with US Borrower shall be referred to
herein, collectively, as “Borrowers” and, individually, each a
“Borrower”);
(c) the
Lenders, as defined in the Credit Agreement;
(d) AMSOUTH
BANK, as Swing Line Lender, as defined in the Credit Agreement; and
(e) KEYBANK
NATIONAL ASSOCIATION, as the lead arranger, book runner and administrative
agent
for the Lenders under the Credit Agreement (“Agent”).
WHEREAS,
Borrowers, Agent and the
Lenders are parties to that certain Credit Agreement, dated as of September
21,
2006, that provides, among other things, for loans and letters of credit
aggregating Ninety Million Dollars ($90,000,000), all upon certain terms and
conditions (as amended and as the same may from time to time be further amended,
restated or otherwise modified, the “Credit Agreement”);
WHEREAS,
Borrowers, Agent and the
Lenders desire to amend the Credit Agreement to modify certain provisions
thereof;
WHEREAS,
each capitalized term used
herein and defined in the Credit Agreement, but not otherwise defined herein,
shall have the meaning given such term in the Credit Agreement; and
WHEREAS,
unless otherwise specifically
provided herein, the provisions of the Credit Agreement revised herein are
amended effective as of the date of this Amendment;
NOW,
THEREFORE, in consideration of the
premises and of the mutual covenants herein and for other valuable
consideration, Borrowers, Agent and the Lenders agree as follows:
1. Amendment
to Definitions. Article I of the Credit Agreement is hereby
amended to delete the definition of “Total Commitment Amount” therefrom and to
insert in place thereof the following:
“Total
Commitment Amount” shall mean
One Hundred Thirty-Five Million Dollars ($135,000,000), as such amount may
be
decreased pursuant to Section 2.9(a) hereof.
1
2. Additions
to Definitions. Article I of the Credit Agreement is hereby
amended to add the following new definitions thereto:
“Second
Amendment Closing Fee Letter”
shall mean the Second Amendment Closing Fee Letter between US Borrower and
Agent, dated as of the Second Amendment Effective Date.
“Second
Amendment Effective Date” shall
mean May 30, 2007.
3. Amendment
to Modifications to Commitment. Section 2.9 of the Credit
Agreement is hereby amended to delete subsection (b) therefrom and to insert
in
place thereof the following:
(b) [Reserved].
4. Amendment
to Schedule 1. The Credit Agreement is hereby amended to delete
Schedule 1 (Commitment of Lenders) therefrom and to insert in place
thereof a new Schedule 1 in the form of Schedule 1
hereto.
5. Wells
Fargo as a Lender. By executing this Amendment, Wells Fargo Bank National
Association (“Wells Fargo”) represents and warrants to Borrowers, Agent and the
Lenders that (a) it meets the requirements to be an assignee as set forth in
Section 10.10 of the Credit Agreement; (b) it is able to fund the Loans and
the
Letters of Credit as required by the Credit Agreement; (c) it will perform,
in
accordance with their terms, all of the obligations which by the terms of the
Credit Agreement and the Related Writings are required to be performed by it
as
a Lender thereunder; and (d) it has reviewed each of the Loan Documents. Wells
Fargo appoints Agent to take such action as agent on its behalf and to exercise
such powers under the Credit Agreement as are delegated to Agent by the terms
thereof. Without limiting the generality of the foregoing, Wells
Fargo acknowledges and agrees that upon execution of this Amendment Wells Fargo
shall become subject to the Intercreditor Agreement. On the Second
Amendment Effective Date, Wells Fargo shall become and thereafter be deemed
to
be a “Lender” for the purposes of the Credit Agreement and the other Loan
Documents, and shall be bound thereby as if it were an original signatory
thereto. All notices, requests, demands and other communications provided for
under the Credit Agreement to Wells Fargo, mailed or delivered to it, shall
be
addressed to it at the address specified on the signature pages of this
Amendment, or at such other address as shall be designated by Wells Fargo in
a
written notice to each of the other parties.
6. Closing
Deliveries. Concurrently with the execution of this Amendment, US
Borrower shall:
(a) execute
and deliver to Agent, for delivery to each Lender, a new (with respect to Wells
Fargo) or replacement (with respect to the other Lenders) US Borrower Revolving
Credit Note, in the amounts specified in Schedule 1 to the Credit
Agreement;
2
(b) execute
and deliver to Agent, for the benefit of the Lenders, the Second Amendment
Closing Fee Letter, and pay to Agent, for distribution to each of the Lenders,
the fees stated therein;
(c) deliver
to Agent and the Lenders appropriate resolutions of US Borrower authorizing
the
increase in the Total Commitment Amount and the execution of this
Amendment;
(d) cause
each Guarantor of Payment to execute the attached Acknowledgment and Agreement;
and
(e) pay
all legal fees and expenses of Agent in connection with this
Amendment.
7. Representations
and Warranties. Each Borrower hereby represents and warrants to
Agent and the Lenders that (a) such Borrower has the legal power and authority
to execute and deliver this Amendment; (b) the officers executing this
Amendment have been duly authorized to execute and deliver the same and bind
such Borrower with respect to the provisions hereof; (c) the execution and
delivery hereof by such Borrower and the performance and observance by such
Borrower of the provisions hereof do not violate or conflict with the
organizational agreements of such Borrower or any law applicable to such
Borrower or result in a breach of any provision of or constitute a default
under
any other agreement, instrument or document binding upon or enforceable against
such Borrower; (d) no Default or Event of Default exists under the Credit
Agreement, nor will any occur immediately after the execution and delivery
of
this Amendment or by the performance or observance of any provision hereof;
(e)
such Borrower is not aware of any claim or offset against, or defense or
counterclaim to, such Borrower’s obligations or liabilities under the Credit
Agreement or any Related Writing; and (f) this Amendment constitutes a
valid and binding obligation of such Borrower in every respect, enforceable
in
accordance with its terms.
8. References
to Credit Agreement. Each reference that is made in the Credit
Agreement or any Related Writing shall hereafter be construed as a reference
to
the Credit Agreement as amended hereby. Except as herein otherwise specifically
provided, all terms and provisions of the Credit Agreement are confirmed and
ratified and shall remain in full force and effect and be unaffected hereby.
This Amendment is a Related Writing.
9. Waiver. Each
Borrower, by signing below, hereby waives and releases Agent and each of the
Lenders, and their respective directors, officers, employees, attorneys,
affiliates and subsidiaries, from any and all claims, offsets, defenses and
counterclaims of which such Borrower is aware, such waiver and release being
with full knowledge and understanding of the circumstances and effect thereof
and after having consulted legal counsel with respect thereto.
10. Counterparts. This
Amendment may be executed in any number of counterparts, by different parties
hereto in separate counterparts and by facsimile signature, 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 agreement.
3
11. Headings. The
headings, captions and arrangements used in this Amendment are for convenience
only and shall not affect the interpretation of this Amendment.
12. Severability. Any
term or provision of this Amendment held by a court of competent jurisdiction
to
be invalid or unenforceable shall not impair or invalidate the remainder of
this
Amendment and the effect thereof shall be confined to the term or provision
so
held to be invalid or unenforceable.
13. Governing
Law. The rights and obligations of all parties hereto shall be
governed by the laws of the State of Ohio, without regard to principles of
conflicts of laws.
[Remainder
of page intentionally left
blank.]
4
JURY
TRIAL
WAIVER. BORROWERS, THE LENDERS AND AGENT, TO THE EXTENT PERMITTED
BY LAW, EACH HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING
ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERS,
THE
LENDERS AND AGENT, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED
TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION
WITH
THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED
OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED
THERETO.
IN
WITNESS WHEREOF, the parties have
executed and delivered this Amendment as of the date first set forth
above.
|
NN,
INC.
By: /s/
James H.
Dorton
James
H. Dorton
Vice
President – Corporate
Development
and
Chief Financial
Officer
By: /s/
William C. Kelly,
Jr.
William
C. Kelly,
Jr.
Vice
President, Secretary and
Chief
Administrative
Officer
|
|
|
KEYBANK
NATIONAL ASSOCIATION,
as
Agent and as a Lender
By:
/s/Suzannah Harris
Suzannah
Harris
Vice
President
|
|
|
AMSOUTH
BANK,
as
Swing Line Lender and as a Lender
By: /s/
Jacob M.
Harris
Name: Jacob
M.
Harris
Title: Vice
President
|
5
|
BRANCH
BANKING AND TRUST
COMPANY,
as a
Lender
By: /s/
Hugh Ferguson
Name: Hugh
Ferguson
Title: Senior
Vice
President
|
|
|
Address: 3100
West End Avenue
Suite
530
Nashville, Tennessee
37203
|
WELLS
FARGO BANK NATIONAL
ASSOCIATION,
as a Lender
By:
/s/Bryan
Hulker
Name: Bryan
Hulker
Title: Vice
President
|
6
ACKNOWLEDGMENT
AND AGREEMENT
The
undersigned consent and agree to
and acknowledge the terms of the foregoing Second Amendment Agreement dated
as
of May 30, 2007. The undersigned further agree that the obligations
of the undersigned pursuant to the Guaranty of Payment executed by the
undersigned shall remain in full force and effect and be unaffected
hereby.
The
undersigned hereby waive and
release Agent and the Lenders and their respective directors, officers,
employees, attorneys, affiliates and subsidiaries from any and all claims,
offsets, defenses and counterclaims of which the undersigned are aware, such
waiver and release being with full knowledge and understanding of the
circumstances and effect thereof and after having consulted legal counsel with
respect thereto.
JURY
TRIAL
WAIVER. THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY
WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERS, AGENT, THE LENDERS
AND
THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED
TO,
OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH
THIS
AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED
THERETO.
|
THE
DELTA RUBBER COMPANY
By: /s/William
C. Kelly,
Jr.
Name: William
C. Kelly,
Jr.
Title: Officer
|
TRIUMPH
LLC
By: /s/Howard
Feldenkris
Name: Howard
Feldenkris
Title: Chief
Financil
Officer
|
|
WHIRLAWAY
CORPORATION
By:
/s/Howard
Feldenkris
Name: Howard
Feldenkris
Title: Chief
Financial
Officer
|
INDUSTRIAL
MOLDING CORPORATION
By: /s/William
C. Kelly,
Jr.
Name: William
C. Kelly,
Jr.
Title: Officer
|
7
SCHEDULE
1
|
LENDERS
|
COMMITMENT
PERCENTAGE
|
REVOLVING
CREDIT
COMMITMENT
AMOUNT
|
MAXIMUM
AMOUNT
|
|
KeyBank
National Association
|
29.63%
|
$40,000,000.00
|
$40,000,000.00
|
|
AmSouth
Bank
|
27.78%
|
$37,500,000.00
|
$37,500,000.00
|
|
Branch
Banking and Trust Company
|
27.78%
|
$37,500,000.00
|
$37,500,000.00
|
|
Wells
Fargo Bank National Association
|
14.81%
|
$20,000,000.00
|
$20,000,000.00
|
|
Total Commitment Amount
|
100%
|
$135,000,000.00
|
$135,000,000.00
|
8