NN INC
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>form10q_081303exh104.htm
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.4</TITLE>
</HEAD>
<BODY>
<PRE>
<b>
CONFIDENTIAL PORTIONS OF MATERIAL HAVE BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. THE REDACTED MATERIAL HAS BEEN INDICATED
WITH AN ASTERISK IN BRACKETS ([*]).
</b>





                                                            <b>EXECUTION VERSION</b>
                                                            2003-04-14 (ver 2)
<b>


                             GLOBAL SUPPLY AGREEMENT

                                      among

                                    NN Inc.,

                               NN Netherlands B.V.


                                       and

                      SKF Holding Maatschappij Holland B.V.


                                 April 14, 2003</b>





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<hr>
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                                                                               2



         This GLOBAL SUPPLY AGREEMENT is effective as of April 29, 2003, by and
among
<b>
NN Netherlands B.V,</b> a company duly incorporated, organized and existing under
the laws of the Netherlands, ("NNN"), and
<b>
NN Inc.,</b> a company organized and existing under the laws of Delaware ("NN").
<b>
SKF Holding Maatschappij Holland B.V.</b>, a company duly incorporated, organized
and existing under the laws of the Netherlands ("SKF");

The above parties are individually referred to as a "Party" and collectively as
the "Parties".

WITNESSETH:

WHEREAS                  NNN has as per the date hereof purchased SKF's
                         manufacturing facility in Veenendaal, the Netherlands,
                         which is active in manufacturing and supplying the
                         Products as defined below:

WHEREAS                  The Purchasers (as defined below) use Products in their
                         production of bearings and related products and SKF is
                         responsible for negotiating and entering into contracts
                         related to the SKF Group's need of Products to be used
                         in the aforementioned production;

WHEREAS                  The Parties wish to establish a long term close relation
                         relating to the supply of the Products;

WHEREAS                  the Parties now wish to record the detailed basis upon
                         which NNN will supply certain Products to certain
                         production channels of the Purchasers and the terms and
                         conditions that shall govern any Purchase Order agreed
                         on between any Purchaser and NNN hand related to such
                         Product supply.


NOW THEREFORE, the Parties have agreed as follows.


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                                                                               3


<b>1.  DEFINITIONS</b>

1.1  "Agreement" means this document, the Exhibits and Appendices annexed hereto

1.2  "Contract Period" means the period set forth in section 10 below.

1.3 "Contract Year" means the twelve (12) months period beginning when this
Agreement becomes effective and any following twelve (12) months period during
the Contract Period.

1.4 "Force Majeure" shall mean industrial disputes and any
other circumstance beyond the control of a Party which could not be reasonably
foreseen on the date hereof such as war, military mobilization, political
unrest, state intervention of various kinds, currency restrictions, fire,
catastrophes and restrictions in the use of power.

1.5 "General Conditions" shall mean the SKF General Conditions of Purchase,
valid as from 2002-08-19, Exhibit 1.5.

1.6 "Products" shall mean any and all products listed in the price list,
Schedule 3.1.

1.7 "Purchase Order" means any order or call-off of Products from a SKF Group
company to NNN according to this Agreement.

1.8 "Purchaser" shall mean an SKF Group company which purchased Products from
the Veenendaal facility during 2002 and which is listed in Schedule 3.1.3 1.9
"SKF Group" means the group of companies of which AB SKF from time to time is
the ultimate parent company, as "group" (Sw. "koncern") is defined in the
Swedish Companies Act (1975:1385).

1.10 "SKF Production Channel" shall mean any production channel (as described in
the SKF Supplier Delivery Concept) of any factory of the SKF Group , which
purchases Products under this Agreement ; provided that, in cases where the
Production Channel Concept has not been implemented, or where it is not
applicable, SKF Production Channel shall mean a factory in the SKF Group
purchasing Products under this Agreement.

1.11 "SKF Supplier Delivery Concept" shall mean the SKF Supplier Delivery
Concept introduced by SKF in relation to supplies to the SKF Production
Channels, as amended from time to time, a copy of which has been delivered to
NNN.

1.12 "Supply Channel Contract" shall have the meaning set forth in the SKF
Supplier Delivery Concept.



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                                                                               4


1.13 "Supply Mode 1, 2, 3 and 4" shall have the meaning set forth in the SKF
Supplier Delivery Concept.

1.14 "Specification" means the technical specification for each of the Products
specified in the SKF Material Specifications as amended from time to time.

1.15 "Volume Commitment" shall mean the obligation of SKF to cause the SKF Group
companies to purchase the volumes mentioned in section 2.4.

1.16 Words or expressions defined in the Exhibits or any documentation referred
to in this Agreement shall have the same meaning when used in this Agreement,
unless specifically defined differently in this Agreement.


<b>2.  SUPPLY AND PURCHASE OF PRODUCTS</b>

2.1 Pursuant to the terms of this Agreement, NNN hereby agrees to manufacture
and supply to the SKF Group companies the Products, as specified in Schedule
3.1.3, as ordered by the SKF Group companies and SKF agrees to purchase or cause
the purchase of Products so that the Volume Commitment is fulfilled.


2.2  <b>RESERVED</b>

2.3 <b>NNN</b> shall reserve and/or maintain sufficient capacity alone or through SKF
approved sub-contractors to be able to deliver to the SKF Group companies the
demand of the Products agreed in this Agreement in accordance with the SKF
Supplier Delivery Concept, in both peak and down time market conditions. SKF
will provide reasonable prior notice of significant increases in their Product
needs in order to allow NNN to adjust its capacity accordingly.

2.4 SKF shall see to it that the SKF Group maintains the total purchased volumes
from the Veenendaal facility at the 2002 purchased volume levels [*] for both
rollers and stamped metal parts during the term of the Agreement. However,
should the total customer demand on the Purchasers for the Products increase or
decrease, such purchased volume level shall be adjusted proportionately. The
committed volume shall take into account the price adjustments made each year
compared to the 2002 prices and any changes in raw material prices pursuant to
Exhibit 3.1. SKF shall provide to NNN a written declaration on the total volume
need of the Products of the Purchasers during the preceding year (split into two
categories; rollers and stamped metal parts). Such a declaration shall be
provided to NNN within 60 days after a request thereof from NNN. NNN may also
employ a reputable accounting firm with the purpose to verify the correctness of
such an declaration made by SKF. The accounting firm must agree in writing not
to disclose any information to NNN other than that the figures presented by SKF
were correct (and if they were not correct, they may present the correct
figures). All cost related to such an investigation shall be borne by NNN,
except SKF shall bear all of such costs if the figures presented by SKF were
incorrect, unless the error is insignificant.



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                                                                               5

2.5 If delay in delivery is caused by Force Majeure or by an act or omission on
the part of a Purchaser or a supplier specifically requested in writing by a
Purchaser for which NNN has no available alternative, the time for delivery
shall be extended by a period which is reasonable having regard all the
circumstances in the case. If a delay in delivery for any other reason exceeds
[*] days and the Products concerned by the delay have still not been delivered,
the Purchaser may in writing demand delivery within a final reasonable period
which shall not be less than [*] days. If NNN does not deliver within such final
period and this is not due to any circumstance for which the Purchaser is
responsible, then the Purchaser may by notice in writing to NNN terminate the
order in respect of the delayed delivery, and may itself undertake to employ a
third party (including SKF Group companies) to supply the Products, with the
incremental cost and expense to be borne by NNN. Upon the second time SKF
implements its right to employ a third party (including SKF Group companies)
during any [*] period to supply the Products, SKF may with immediate
effect delete the particular Product subject to such second event from the
assortment of this Agreement without any right for NNN to claim any alternative
volume or economical compensation and therefore, the Volume Commitment shall be
reduced correspondingly.

2.6 NNN shall, after prior written approval by SKF, have the right to use
sub-contractors when manufacturing Products to be sold to SKF under this
Agreement. Subcontractors and suppliers currently used by the Veenendaal plant
are deemed approved by SKF, [*]. SKF will cooperate with the timely approval of
any request by NNN to use a subcontractor or supplier, provided that the
subcontractor or supplier fulfills SKF's requirements. The use of subcontractors
or suppliers (other than those specifically requested by SKF in writing and
those listed on Exhibit 2.6) will not relieve NNN from the responsibility for
ensuring the subcontractor's or supplier's material, quality, parts, service
etc, as per agreed specifications, between SKF and NNN. As well, NNN ensures
that the subcontractor or supplier accepts and agrees with the SKF Supplier
Delivery Concept and that the subcontractor or supplier deliveries in all
aspects will take place in accordance with the SKF Supplier Delivery Concept, if
not differently approved by SKF prior to the order to the subcontractor or
supplier.

2.7 NNN shall give the SKF Group a right of first refusal to act as a
subcontractor to NNN. NNN shall, however, be entitled to use a company within
the NN Group of companies as subcontractor without granting SKF Group a right of
first refusal.

2.8 In case SKF Group determines to shift production from the Purchasers,
whether by closing a plant, moving a production line, or otherwise, SKF shall
give NNN at least[*] prior written notice and shall give NNN the right of first
refusal to continue to supply the Products purchases of such shifted production
(directly or, subject to required quality and customer approvals, through a
parent or Affiliate) at competitive market conditions. In no case may SKF reduce
the Purchase Commitment by more than [*] over the term of this Agreement by
shifting production from a Purchaser, without the prior written approval of NNN.
The parties agree to


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                                                                               6


negotiate in good faith on any volume reduction of more than [*] but less than
[*]. In no event may SKF reduce the Purchase Commitment by more than [*] in the
aggregate over the term of this Agreement.

2.9 Any SKF Group company not listed as a purchaser shall be entitled to order
Products under this Agreement. The prices to be applied on such new purchasers
shall be based on the prices specified in this Agreement, but shall be
negotiated case by case. The prices for such new purchasers shall reflect the
volume to be purchased.

2.10 Any SKF Group company shall be entitled to order new products that
Veenendaal is capable of producing. The prices to be applied on such new
products shall be based on the prices specified in this Agreement, but shall be
negotiated case by case. The prices for such new products shall reflect the
production cost and volume of the new product. NNN shall have a right of first
refusal when a Purchaser intends to buy a new product that Veenendaal is capable
of producing.

2.11 SKF recognizes the importance to NNN of maintaining the production volumes
at the Veenendaal plant and agrees that it will not use changes in Product as a
way to shift demand from NNN or to designate a "new product." For the purpose of
the volume commitment, if a Purchaser replaces a Product with a product
dimensionally similar to a Product, then the reduction of the volume of the
Product shall be replaced with the volume of the new product to the extent that
a reduction in volume of the Product is due to the introduction of the new
product; provided, however, this shall not apply if a new product is introduced
due to the introduction of a new bearing.

<b>3.  PRICES</b>

3.1 Exhibit 3.1 (and the sub-schedules thereto) contains information regarding
the Products, Product specifications and prices. The said schedules shall be
continuously updated with mutually agreed upon new products and new information.
The prices in the said schedules shall be applicable until new adjusted prices
have been agreed as set out in section 3.2 below. The price for a Product shall
be renegotiated in good faith, up or down, if a change in a Product
specification has an influence on the Product cost.

3.2 In order for NNN to realize certain production cost savings, NNN may be
required to implement products or process changes that will require quality
approval actions, including homologation, by SKF or its customers. SKF agrees to
make reasonable efforts to cooperate in obtaining such approvals on a timely
basis. The parties will work in good faith to agree on a cost budget for the
approval process. NNN shall compensate SKF and the Purchasers for any and all
out-of-pocket costs included in the budget. SKF agrees to bear the normal and
customary internal costs included in the budget and NNN agrees to compensate SKF
for any additional internal costs included in the budget.

3.3 SKF and NNN shall use all reasonable efforts to work collaboratively on cost
improvements that will reduce the parties total costs. Such efforts shall as far
as possible be taken in respect of all Products. NNN agrees to, when relevant
and reasonable, form joint continuous improvement


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                                                                               7

teams with SKF in order to evaluate measurable cost reductions that are (a)
external to NNN's internal production processes or (b) that are related to NNN's
internal production processes if they are suggested initially, in writing, by
SKF. At the end of each Contract Year the cost improvement results achieved
through such collaborative initiatives will be jointly evaluated by NNN and SKF.
The parties shall in connection therewith agree on appropriate adjustments of
the prices referred to in section 3.1 in order to reflect a sharing of the
achieved cost reduction under (a) or (b) above.
<b>
4.  GENERAL CONDITIONS AND DELIVERY TERMS</b>

4.1 The terms of this Agreement shall prevail over the terms of the General
Conditions, which are an integrated part of this Agreement. The General
Conditions shall prevail over the terms of all Purchase Orders agreed on
according to this Agreement. For the avoidance of doubt, it is agreed that all
clauses and subclauses in the General Conditions shall apply unless the issue is
specifically addressed in this Agreement.

4.2 The current delivery terms as set forth in Exhibit 4.2 shall apply to all
deliveries hereunder.

4.3 NNN shall pack the Products in accordance with the historical practices of
the Veenendaal plant and the particular Purchaser. The cost for packaging and
packaging material shall be borne by NNN or the Purchaser in accordance with
historical practices. Possible deviations or changes to these instructions must
be agreed by both parties and documented. Each party shall keep one copy of such
written agreement.

4.4 Payment for delivered Products shall be made within the number of days as
set forth in Exhibit 4.4.

4.5 The number of issued invoices shall be as currently in practice. The
Purchasers shall, however, make best effort to reduce the number of invoices to
not more than one per day.

<b>5.  ORDERING AND SUPPLY PROCEDURE</b>

5.1 SKF acknowledges that the Veenendaal plant currently may not be fully
compliant with all the requirements set forth below in this section 5 and SKF
shall not hold NNN liable for any such non-compliance. NNN, however, agrees to
make best efforts, unless commercially unreasonable, to become compliant with
all the requirements set forth below in this section 5 within a reasonable
period of time after taking over the Veenendaal plant. SKF may hold NNN liable
for all non-compliance with the requirements set forth below in this section 5
after such reasonable period of time.

5.2 The SKF Group companies are using systems, [*] for the procedures in line
with the SKF Supplier Delivery Concept. NNN accepts and agrees with the
principles of such systems and procedures, e.g. electronic communication of
orders and other information (B2B, Systems to Systems communication/EDI). NNN
also accepts and agrees with the SKF Supplier Delivery Concept, and that it will
be used as the basis for NNN deliveries to the SKF Production


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                                                                               8


Channels, and commits to work in accordance with the models, principles,
criteria and rules set forth in the SKF Supplier Delivery Concept. The SKF
Supplier Delivery Concept is based on the fact that each SKF Production Channel
has different consumption patterns in respect of the Products, and that the SKF
Production Channel has the role of being the customer in the supplier/customer
relation.

5.3 NNN will, give feedback to each SKF Production Channel individually to the
volume forecast provided by the SKF Production Channel. Such feedback shall be
given as soon as possible, but no later than what is the current practice.

5.4 Ordering and supply shall take place per Production Channel and in
accordance with the specifications laid down in the "Supply Channel Contract"
(as described in SKF Supplier Delivery Concept).

5.5 In cases where an SKF Group company has not implemented Supply Channels
and/or Supply Channel Contracts but desires to implement, the Parties undertake
to negotiate in good faith, and to use all reasonable efforts to reach agreement
on Supply Channel Contracts. In those cases when SKF Production Channels are not
implemented, the principles and rules for Supply Mode 3 and 4 shall apply for
such Factories or Channels.

5.6 Supply Channel Contracts shall for each Product contain the information set
forth in Appendix 6 to the document SKF Supplier Delivery Concept. The meaning
of the term "Supply Mode" and the details on the four Supply Modes (Supply Modes
1-4) used in the Supply Channel Contracts is, as set forth in Appendix 2, 3 and
4 to the SKF Supplier Delivery Concept, which are agreed and accepted by NNN.

5.7 Orders and deliveries of Products shall be made in accordance with the
Supply Mode and other details, such as lead-time, specified for each Product in
the relevant Supply Channel Contract. NNN shall deliver timely. Delivery times
shall be in accordance with the lead-times and conditions specified in the
Supply Channel Contract. In the event when no Supply Channel Contract has been
established, the delivery times shall always be within the Maximum Delivery
Times as specified in Exhibit 5.7 with Zero Defect Delivery. The agreed delivery
times shall be complied with also during NNN's vacation period.

5.8 Notwithstanding anything to the contrary in this Agreement, NNN shall pay
for extra freight charges incurred to ensure that delayed deliveries reach SKF
in a timely manner, provided, however, NNN shall not pay for such costs in the
event said delay is caused by Force Majeure or the Purchaser.

<b>6.  QUALITY</b>

6.1 [*]

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6.2 The SKF Quality Standards for Suppliers attached hereto as Exhibit 6.2, as
amended from time to time, shall apply to all deliveries hereunder. In case of
any discrepancy between the terms hereof and the SKF Quality Standards for
Suppliers and the SKF General Conditions of Purchase, the terms hereof shall
apply. If NNN does not comply with reasonably requested changes in the SKF
Quality Standards for Suppliers within reasonable time after the written notice
of such change, SKF shall be free to terminate this Agreement with respect to
the affected Product (this will include a reduction of the Volume Commitment),
if NNN has not remedied its failure to comply within [*] from a notice of
non-compliance issued by SKF.

6.3 NNN accepts and agrees to the principles of the SKF Zero Defect Strategy, as
described in the Exhibit 6.3, as amended from time to time, and commits
accordingly to use its best efforts to deliver Products with Zero Defects
including Zero delays. In order to avoid any misunderstandings it is expressly
agreed that NNN's liability for defective Products and delays under this
Agreement shall remain in full even if NNN has used its best efforts to deliver
Products with Zero Defects and Zero delays.

6.4 NNN accepts and agrees to work according to the requirements of the SKF
prohibited substances or substances to be avoided. The lists of prohibited or
restricted substances referred to in the SKF Quality Standard for Suppliers, in
the chapter entitled "Environment" are included in the International Material
System Database (IMDS) at the web site
<U>http://www.mdsystem.com/html/en/home_en.htm</U>.

6.5 NNN accepts and agrees to comply with the Directive of the European
Parliament and council on End-of-Life vehicles.

<b>7.  PRODUCT WARRANTY</b>

7.1 NNN warrants the proper and professional manufacture of the Products, that
they will be free from defects, and will conform to agreed Specifications.

7.2 When a Product defect has been remedied, NNN shall be liable for defects in
the replaced or repaired Product under the same terms and conditions as those
applicable to the original Product. After the second significant breach of
Section 7.1 within a [*] period of a Defective Product, SKF may with immediate
effect delete the particular Product subject to such second event from the
assortment of this Agreement without any right for NNN to claim any alternative
volume or economical compensation and therefore, the Volume Commitment shall be
reduced correspondingly.

7.3 [*] NNN must receive notice of any defect within a reasonable period of time
after such defect becomes known to the Purchaser. In no event shall NNN have any
warranty liability for any product sold by the Veenendaal plant prior to the
date hereof.

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                                                                              10


7.4 In markets where SKF is required by applicable laws and regulations or
alternatively is required by specific customer to provide an extended warranty
or is subject to extended liability for defects, SKF may request NNN to extend
its warranty and liability to cover SKF's obligations. If NNN does not accept to
extend its warranty and liability accordingly, SKF may cancel any affected
Purchase Orders with immediate effect, but will be obligated to pay NNN the cost
of material if specific to the Products ordered or to the extent production for
said order has been initiated to produce the Product and the cost of labor
related to production of the Product.

<b>8.  INSURANCE</b>

8.1 NNN shall provide evidence of liability and umbrella insurance in the amount
of at least [*] for NN and its affiliates, and must maintain such insurance with
regard to the risks covered and the amount of coverage for the term of this
Agreement.

<b>9.  PATENT INFRINGEMENT</b>


9.1 NNN shall hold SKF and the Purchasers harmless against claims of patent
infringement in respect of the Processes provided that SKF shall without undue
delay, but in any event within [*] after the claim is brought against it or
an SKF Group company, notify NNN of the claim. After such notification NNN shall
participate in and handle any negotiation and/or defense of the claim or legal
proceeding at NNN's expense. In this event SKF shall, if needed, fully and at
its own expense co-operate with NNN. The parties shall continuously keep each
other fully informed of such claims or legal proceedings. If SKF desires to
maintain its own defense, SKF shall do so at its own expense and NNN shall fully
and at its own expense co-operate with SKF.

9.2 SKF shall hold NNN harmless against claims of patent or other intellectual
property infringement in respect of the Products, provided that NNN shall
without undue delay, but in any event within [*] after the claim is brought
against it, notify SKF of the claim. After such notification SKF shall
participate in and handle any negotiation and/or defense of the claim or legal
proceeding at SKF's expense. In this event NNN shall, if needed, fully and at
its own expense co-operate with SKF. The parties shall continuously keep each
other fully informed of such claims or legal proceedings. If NNN desires to
maintain its own defense, NNN shall do so at its own expense and SKF shall fully
and at its own expense co-operate with NNN.

<b>10.  DURATION</b>


10.1 This Agreement shall become effective on the date hereof and shall continue
in force and effect until the fifth anniversary of its effective date, when it
shall terminate automatically. The Parties shall no later than 6 months in
advance of such expiration initiate negotiations concerning a possible new
supply agreement to apply after expiration of this Agreement.

10.2 Prior to entering into such new supply agreement, SKF and NNN will jointly
conduct benchmarking activities to ensure that NNN supplies SKF with Products
that are globally competitive with respect to quality, service and price.



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                                                                              11

<b>11.  TERMINATION</b>

11.1 This Agreement may be terminated forthwith by written notice upon the
occurrence of any or more of the following events.

(i) By the other Party, if a Party hereto becomes incapable for a period of 120
days of performing any of its obligations under this Agreement because of Force
Majeure

(ii) By the other Party, if either Party hereto should become insolvent, have a
receiver or administrator appointed of its assets, or if a petition for
bankruptcy is filed by the Party itself or if other bankruptcy proceedings are
commenced; or

(iii) By SKF, if NNN directly or indirectly acquires, or becomes acquired by, or
merged with a bearing manufacturer or otherwise becomes controlled by, or
acquires control over a bearing manufacturer.

11.2 SKF may terminate this Agreement, in whole or in part, in respect of one or
several Products of a concerned SKF Production Channel's assortment or of the
total SKF assortment, if NNN commits a material breach of any of its material
obligations under this Agreement, which is not cured within a reasonable time
after written notice of such breach.

11.3 Termination of this Agreement shall be without prejudice to the accrued
rights and liabilities of the Parties on the date of termination, unless
expressly waived in writing by the Parties.

11.4 Instead of terminating this Agreement or parts thereof, SKF may, at its
sole discretion, choose to declare not to be bound by the Volume Commitment.

<b>12.  MISCELLANEOUS</b>

12.1 This Agreement contains the entire agreement between the Parties with
respect to the subject matter hereof and supersedes all other supply agreements,
commitments or representations in respect of Products, which may have been made
by the Parties either orally or in writing prior to the signing hereof.

12.2 If any provision of this Agreement is or becomes invalid, ineffective,
unenforceable or illegal for any reason, this shall not affect the validity or
enforceability of any or all of the remaining provisions hereof. In such case,
the Parties shall forthwith enter into good faith negotiations to amend such
provision in such a way that, as amended, it is valid and legal and to the
maximum extent possible carries out the original intent of the Parties as
reflected herein with respect to the matter in question.

12.3 The provisions of Section 9 in this Agreement and section 7 and 8 in the
General Conditions shall survive any termination or expiration of this
Agreement.



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                                                                              12

12.4 The failure of one of the Parties under this Agreement to exercise any
right, power or option given to it under this Agreement or applicable law, or to
insist upon strict compliance with the terms of this Agreement by the other
Party, shall not constitute a waiver of the terms and conditions of this
Agreement with respect to any subsequent breach thereof, nor a waiver by any of
the Parties of its rights at any time thereafter to require strict compliance
with all of the terms of this Agreement .

12.5 Any notice required or permitted by this Agreement shall be in writing.
Such notices shall be written in English. Such notices shall be delivered by
hand, or may be sent by telefax, or by air courier, to the Parties at the
following addresses:

12.5.1  If to SKF:

              Attention: Group Purchasing Director
              AB SKF
              415 50 GOTEBORG
              Telefax:

              with a copy to:

              AB SKF
              415 50 GOTEBORG
              Attention: General Counsel
              Telefax: 031-337 16 91

12.5.2  If to NNN:

              NN, Inc.
              2000 Water's Edge Drive
              Building C, Suite 12
              Johnson City, TN  37604
              Attn:  Chief Financial Officer
              Telefax:  423.743.2670

12.5.3 Any Party may change its address and numbers by giving notice in
accordance with the terms of this sub-section 12.5 Any notice shall be effective
when received in the offices of the Party to which it is sent.

12.6 [*]

12.8 The use of the customer relationship with SKF for advertising purposes
requires the prior written approval of SKF.

12.9 At the request of SKF, NNN shall provide SKF with information on the
environmental acceptability and recycling possibility of the Products, including
packaging.


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                                                                              13

12.10 NNN shall not advertise or publish, in any way, without the prior written
approval of SKF, except as required by law, the content of this Agreement. NNN
may in no event disclose the content of this Agreement without a prior written
notice thereof to SKF.

12.11 Neither NNN nor any of its representatives shall, at any time, make public
to third parties, divulge or otherwise disclose, directly or indirectly, any
final product design, any drawings and related final product tolerance for any
products produced in the Facility for delivery to SKF Group companies as from
the Closing Date.

12.12 The parties agree to cooperate in good faith to correct any mistakes or
errors in the text of the Exhibits and Schedules to this Agreement.

12.13 Neither party shall be liable in any circumstances for any special,
consequential or punitive damages beyond the extent of such party's insurance
coverage available for such damages.

13. GOVERNING LAW AND SETTLEMENT OF DISPUTES

13.1 This Agreement and each Purchase Order shall be governed by and construed
in accordance with the substantive laws of the Netherlands. 13.2 Prior to
pursuing arbitration with respect to any dispute hereunder, the chief executive
officers or general managers of the parties (or a direct subordinate officer or
general manager appointed by them) shall meet to seek an amicable resolution to
such dispute. No party shall be entitled to commence arbitration proceedings
unless it has attempted for a period of forty-five (45) days from written notice
of a dispute to reach such amicable resolution.

13.3 After expiration of the forty-five (45) day period referred to in the prior
section, any and all disputes, controversies or claims arising out of or
relating to this Agreement or the breach, termination or invalidity thereof,
shall be settled by final and binding arbitration by three (3) arbitrators in
accordance with the UNCITRAL Arbitration Rules as at present in effect. The
appointing authority shall be the International Chamber of Commerce in London,
England. The place of arbitration shall be Amsterdam, the Netherlands. The
arbitration proceedings shall be conducted in the English language. Among the
remedies available to them, the arbitrators shall be authorized to order the
specific performance of provisions of this Agreement. The award rendered by the
arbitrators may include costs of arbitration, reasonable counsel's fees, and
reasonable costs for expert and other witnesses.

13.4 All papers, documents or evidence, whether written or oral, filed with or
presented to the panel of arbitrators shall be deemed by the parties and by the
arbitrators to be Confidential Information. No party or arbitrator shall
disclose in whole or in part to any other person any Confidential Information
submitted in connection with the arbitration proceedings, except to the extent
reasonably necessary to assist counsel in the arbitration or preparation for
arbitration if the dispute. Confidential Information may be disclosed (i) to
attorneys, (ii) to parties, and (iii) to outside experts requested by either
party's counsel to furnish technical or expert services or to give testimony at
the arbitration proceedings, subject, in the case of such experts, to execution
of

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<hr>
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                                                                              14

a legally binding written statement that such expert is fully familiar with
the terms of this Section, agrees to comply with the confidentiality terms of
this Section, and will not use any Confidential Information disclosed to such
expert for personal or business advantage, or (V) as required by Law or any
applicable stock exchange regulations.

<b>14.  DISCUSSION FORUM</b>

14.1 The parties have established a forum for discussions of possible
disagreements that may arise in connection with the supply and purchase of
concerned Products, such as the introduction of new Products, modification of
existing Products, negotiations of further Supply Channel Contracts.

14.2 The discussion forum shall consist of two persons of which each Party shall
nominate one. NNN for this purpose initially nominated [*] and SKF
has initially nominated [*].

If one Party wishes to replace the person nominated by it, the Party concerned
shall notify the other Party in writing of the replacement. SKF and,
respectively, NNN, may also designate alternates who may participate at meetings
of the discussion forum as substitutes for a designated person. The persons
appointed by the Parties shall also be entitled to ask in-house experts to
participate in any negotiation to discuss specific topics.

14.3 The discussion forum shall meet whenever reasonably requested by a Party.
Such request shall be submitted in writing and shall contain such documents and
information as is relevant and necessary for the other Party to prepare for a
discussion.

<b>15.  NN GUARANTEE</b>

NN hereby unconditionally and irrevocably guarantees towards SKF and the
Purchasers the due and full performance of NNN under this Agreement and under
the Purchase Orders.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
in two counterparts, as of the day and year first above written.


SKF Holding Maatschappij Holland B.V.                NN Netherlands B.V.

   /s/ Tore Bertilsson Carina Bergfelt               /s/ David L. Dyckman
--------------------------------------              -----------------------------------
By:   Tore Bertilsson Carina Bergfelt                By:  David L. Dyckman, Director


NN, Inc.


 /s/ David L. Dyckman
--------------------------------------
By:  David L. Dyckman, Vice President
     and Chief Financial Officer



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<hr>
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                         <b>LIST OF SCHEDULES AND EXHIBITS</b>


1.5      General Conditions

2.6      Suppliers and Subcontractors not yet approved by SKF

3.1      Price policy, Settlement

3.1.3    Price List

4.2      Current delivery terms

4.4      Payment terms

5.7      Max Delivery Times

6.2      Quality Standards

6.3      Zero Defect Policy

6.5      End of life Vehicles

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<hr>
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<b>
                                   Exhibit 3.1

                           Price policy and settlement

     </b>    [*]





</pre>
<hr>
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<b>

                                  Exhibit 3.1.3

                                 Price List</b>

</pre>
<hr>
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<b>
                     New Pricelist Vee - products for Tudela


                  Product designation                         EUR per
                                                                      100 pcs.</b>


                  [*]


</pre>
<hr>
<pre>

<b>
                   New Pricelist Vee - products for THU Aiken


                  Production Designation                       USD per
                                                                       100 pcs.



                  [*]</b>


</pre>
<hr>
<pre>


<b>
                    New Pricelist Vee - products for Cajamar


                  Product designation                         USD per
                                                                       100 pcs.</b>


                  [*]



</pre>
<hr>
<pre>

<b>

                  New Pricelist Vee - products for SRB Hanover


                  Product designation                          USD per
                                                                       100 pcs.</b>


                  [*]


</pre>
<hr>
<pre>

<b>
                 New Pricelist Vee - products for Luechow Unit 1


                  Product designation                           EUR per
                                                                        100 pcs.</b>


                  [*]


</pre>
<hr>
<pre>


<b>
                 New Pricelist Vee - products for Luechow Unit 2


                  Product designation                            EUR per
                                                                         100 pcs.


                  [*]</b>


</pre>
<hr>
<pre>


                 New Pricelist Vee - products for Luechow Unit 3


                  Product designation                           EUR per
                                                                         100 pcs.


                  [*]
</pre>
<hr>
<pre>

<b>
                 New Pricelist Vee - products for Luechow Unit 4


                  Product Designation                           EUR per
                                                                         100 pcs.


                  [*]</b>

</pre>
<hr>
<pre>
<b>
                 New Pricelist Vee - products for Luechow Unit 5


                  Product designation                         EUR per
                                                                      100 pcs.


                  [*]</b>


</pre>
<hr>
<pre>

<b>
                 New Pricelist Vee - products for Luechow THU


                  Product designation                         EUR per
                                                                      100 pcs.


                  [*]</b>


</pre>
<hr>
<pre>


                  <b> New Pricelist Vee - products for SRB Luton


                  Product designation                          GBP per
                                                                       100 pcs.


                  [*]</b>

</pre>
<hr>
<pre>
<b>

                   New Pricelist Vee - products for ABP Lutsk


                           Product designation                  EUR per
                                                                         100 pcs.


                  [*]</b>

</pre>
<hr>
<pre>

<b>
                    New Pricelist Vee - products for Mulheim


                  Product designation                            EUR per
                                                                         100 pcs.


                  [*]</b>


</pre>
<hr>
<pre>
<b>
                   New Pricelist Vee - products for SRB Nilai


                  Product designation                            EUR per
                                                                         100 pcs.


                  [*]</b>
</pre>
<hr>
<pre>

<b>
                     New Pricelist Vee - products for Poznan


                  Product designation                             PLN per
                                                                          100 pcs.


                  [*]</b>


</pre>
<hr>
<pre>

<b>
                     New Pricelist Vee - products for Puebla


                  Product designation                            USD per
                                                                         100 pcs.


                  [*]</b>




</pre>
<hr>
<pre>



<b>                   New Pricelist Vee - products for TRB India


                  Product designation                           EUR per
                                                                        100 pcs.


                  [*]</b>


</pre>
<hr>
<pre>
<b>
                 New Pricelist Vee - products for Schweinfurt 1H


                  Product designation                             EUR per
                                                                          100 pcs.


                  [*]</b>


</pre>
<hr>
<pre>
<b>
                New Pricelist Vee - products for Schweinfurt 1L


                  Product designation                            EUR per
                                                                         100 pcs.


                  [*]</b>

</pre>
<hr>
<pre>

<b>

                New Pricelist Vee - products for Schweinfurt 3M


                  Product designation                             EUR per
                                                                          100 pcs.


                  [*]</b>




</pre>
<hr>
<pre>

<b>
                New Pricelist Vee - products for ASP Schweinfurt


                  Product designation                            EUR per
                                                                          100 pcs.


                  [*]</b>


</pre>
<hr>
<pre>

           <b>     New Pricelist Vee - products for Schweinfurt LSC


                  Product designation                                           EUR per
                                                                                        100 pcs.


                  [*]
</b>



</pre>
<hr>
<pre>
<b>


                New Pricelist Vee - products for Schweinfurt TH


                  Product designation                                           EUR per
                                                                                        100 pcs.
</b>

                  [*]



</pre>
<hr>
<pre>


<b>
                  New Pricelist Vee - products for ABC Shanghai


                  Product designation                                           EUR per
                                                                                        100 pcs.


                  [*]</b>




<PAGE>


<b>
               New Pricelist Vee - products for Car Engine St. Cyr


                  Product designation                                           EUR per
                                                                                        100 pcs.


                  [*]</b>



</pre>
<hr>
<pre>

<b>

                   New Pricelist Vee - products for HBU Aiken


                  Product designation                                           USD per
                                                                                        100 pcs.


                  [*]

</b>

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