AMENDMENT NO. 2, CONDITIONAL CONSENT AND WAIVER
THIS AMENDMENT NO. 2, CONDITIONAL CONSENT AND WAIVER (this Amendment) is dated as of August 22, 2020, by and among NN, INC., a Delaware corporation (the Borrower), the Guarantors, each of the banks signatory hereto as a Revolving Credit Lender (the Lenders) and TRUIST BANK, successor by merger to SunTrust Bank, in its capacity as Administrative Agent (in such capacity, the Administrative Agent).
W I T N E S S E T H:
WHEREAS, reference is hereby made to that certain the Second Amended and Restated Credit Agreement, dated as of December 19, 2019, by and among the Borrower, the banks and other financial institutions party thereto, the Administrative Agent and the other parties from time to time party thereto (as amended by that certain Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of July 29, 2020 (Amendment No. 1), and as may be further amended, restated, amended and restated, supplemented, extended, refinanced or otherwise modified from time to time, the Credit Agreement; capitalized terms which are used herein without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement);
WHEREAS, the Borrower has informed the Administrative Agent and the Required Revolving Lenders that the Borrower desires to enter into a Stock Purchase Agreement (the Purchase Agreement) by and among the Borrower (as the Seller set forth therein), Precision Engineered Products Holdings, Inc. (as the Company set forth therein) and ASP Navigate Acquisition Corp., a Delaware corporation (as the Purchaser set forth therein), substantially in the form delivered to the Administrative Agent on or about the date hereof, in order to evidence the sale of all of the issued and outstanding Capital Stock of Precision Engineered Products Holdings, Inc., a Delaware corporation for cash consideration at closing in an amount equal to $755,000,000 subject to certain adjustments set forth therein (the Specified Disposition), and has requested that the Required Revolving Lenders consent thereto for purposes of maintaining compliance with the financial covenant in Section 7.14; and
WHEREAS, subject to the terms and conditions set forth herein, the Administrative Agent and the Lenders (which constitute the Required Revolving Lenders) are willing to (i) provide such consent to the execution and delivery of the Purchase Agreement and the consummation of the Specified Disposition, (ii) agree to the amendments to Section 7.14 of the Credit Agreement requested by the Borrower set forth in Section 2 hereof and (iii) waive (and/or modify) each of the Conditions Subsequent set forth in Sections 4(d), 4(e) and 4(f) of Amendment No. 1 to the extent set forth in Section 3 hereof.
NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:
Section 1. Conditional Consent. The Administrative Agent and the Required Revolving Lenders hereby expressly consent to the Borrowers execution and delivery of the Purchase Agreement and subsequent consummation of the Specified Disposition and agree that neither the execution and delivery of the Purchase Agreement nor the consummation of the Specified Disposition shall result in the failure to comply with the conditions to the Conditional 2Q20 and 3Q20 Financial Covenant Waiver set forth in Section 7.14 of the Credit Agreement so long as each of the following conditions is satisfied: