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EXHIBIT 4(t)
AMENDMENT NO. 11
ELEVENTH AMENDMENT TO THIRD AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT AND CONSENT
THIS ELEVENTH AMENDMENT, dated as of the 29th day of June, 2001, by and
between Newcor, Inc., a Delaware corporation, of Bloomfield Hills, Michigan
(herein called "Company") and Comerica Bank, a Michigan banking corporation, of
Detroit, Michigan (herein called "Bank");
WITNESSETH:
WHEREAS, Company and Bank desire to amend that certain Third Amended
and Restated Revolving Credit Agreement dated as of January 15, 1998, entered
into by and between Company and Bank, which was amended by ten amendments
(herein called "Agreement");
NOW, THEREFORE, it is agreed that the Agreement is amended as follows:
1. Section 6.4 of the Agreement is amended to read in its
entirety as follows:
"Maintain as of the end of each fiscal quarter EBITDA of not
less than the following amounts:
Fiscal Quarter Ending Amount
---------------------- ------
June 30, 2001 $10,000,000
September 30, 2001 $ 7,500,000
December 31, 2001 $13,500,000
March 31, 2002 and each $14,000,000
fiscal quarter thereafter"
2. Section 6.5 of the Agreement is amended to read in its
entirety as follows:
"6.5 Maintain as of the end of each fiscal quarter a ratio of
current assets of Company and its Consolidated Subsidiaries to current
liabilities of Company and its consolidated Subsidiaries (excluding
from current liabilities any portion of the revolving credit under this
Agreement included in current liabilities in accordance with GAAP) of
not less than 1.25 to 1.00, all as determined in accordance with GAAP."
3. The following subclause (e) is hereby added to Section 6.1 and
the period at the end of subclause (d) is changed to be a semi-colon:
"(e) within ten (10) days after and as of the 21st day and
last day of each month (beginning with the period ended June 30, 2001),
the aging of Company's and its consolidated Subsidiaries accounts, each
in form acceptable to Bank."
4. Section 6.8 of the Agreement is amended to read in its entirety as
follows:
"Permit, and cause its Subsidiaries to permit, Bank, through
its authorized attorneys, accountants, and representatives, to examine
Company's and its Subsidiaries' books, accounts, records, ledgers and
assets of every kind and description at all reasonable times upon oral
or written request of Bank, including collateral audits at the cost and
expense of Company."
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5. The following Section 6.17 is hereby added to the Agreement:
"6.17 Provide to Bank appraisals of not less than half of the
machinery and equipment of Company and its Subsidiaries on or before
September 30, 2001 and provide appraisals of the remainder of such
machinery and equipment on or before such date as is required by Bank
(but not earlier than December 31, 2001), in each case on a forced sale
liquidation basis by an appraiser who is acceptable to Bank.
6. Schedule 2.11 of the Agreement is deleted and attached Schedule
2.11 is substituted therefor and the initial margins shall be those under Level
V.
7. Company, the Guarantors and Bank agree that the Company's
indebtedness to Bank shall be on a remittance basis and the remittance basis
provisions of the Security Agreements executed by Company and the Guarantors
shall apply.
8. Company hereby represents and warrants that, after giving effect to
the amendments and waivers contained herein, (a) execution, delivery and
performance of this Amendment and any other documents and instruments required
under this Amendment or the Agreement are within Company's corporate powers,
have been duly authorized, are not in contravention of law or the terms of
Company's Certificate of Incorporation or Bylaws, and do not require the consent
or approval of any governmental body, agency, or authority; and this Amendment
and any other documents and instruments required under this Amendment or the
Agreement, will be valid and binding in accordance with their terms; (b) the
continuing representations and warranties of Company set forth in Sections 5.1
through 5.7 and 5.9 through 5.15 of the Agreement are true and correct on and as
of the date hereof with the same force and effect as made on and as of the date
hereof; (c) the continuing representations and warranties of Company set forth
in Section 5.8 of the Agreement are true and correct as of the date hereof with
respect to the most recent financial statements furnished to the Bank by Company
in accordance with Section 6.1 of the Agreement; and (d) no event of default, or
condition or event which, with the giving of notice or the running of time, or
both, would constitute an event of default under the Agreement, has occurred and
is continuing as of the date hereof.
9. This Amendment shall be effective upon (a) execution of this
Amendment by Company and Bank (b) execution by the Guarantors of the attached
Acknowledgment, and (c) payment by Company to Bank of a non-refundable amendment
fee in the amount of $15,000.
10. Except as modified hereby, all of the terms and conditions of the
Agreement shall remain in full force and effect.
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WITNESS the due execution hereof on the day and year first above written.
COMERICA BANK NEWCOR, INC.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxx
---------------------------- -------------------------------------
Its: Assistant Vice President Its: President & CEO
------------------------------------
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Its: V.P. Human Resources & Secretary
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ACKNOWLEDGMENT
The undersigned accept and agree to the Amendment No. 11 to the Third
Amended and Restated Revolving Credit Agreement, agree to the continued
effectiveness of the Guaranties originally executed and delivered to Comerica
Bank by the undersigned guarantying all obligations of Newcor, Inc. to the Bank
and acknowledge that the remittance basis provisions of the security agreements
executed and delivered by the undersigned to the Bank shall apply.
ROCHESTER GEAR, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Its: President & CEO
------------------------------------
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Its: V.P. Human Resources & Secretary
------------------------------------
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ENC CORP.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Its: President & CEO
------------------------------------
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Its: V.P. Human Resources & Secretary
------------------------------------
DECO TECHNOLOGIES, INC. PLASTRONICS PLUS, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
------------------------------------ ------------------------------------
Its: President & CEO Its: President & CEO
------------------------------------- ------------------------------------
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------- ------------------------------------
Its: V.P. Human Resources & Secretary Its: V.P. Human Resources & Secretary
------------------------------------- ------------------------------------
DECO INTERNATIONAL, INC. NEWCOR M-T-L, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
------------------------------------ ------------------------------------
Its: President & CEO Its: President & CEO
------------------------------------- -----------------------------------
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------- ------------------------------------
Its: V.P. Human Resources & Secretary Its: V.P. Human Resources & Secretary
------------------------------------- ------------------------------------
TURN-MATIC, INC. GRAND MACHINING COMPANY
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
------------------------------------ ------------------------------------
Its: President & CEO Its: President & CEO
------------------------------------- ------------------------------------
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------- -------------------------------------
Its: V.P. Human Resources & Secretary Its: V.P. Human Resources & Secretary
------------------------------------- ------------------------------------
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Schedule 2.11
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LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V
------------------------------------------------------------------------------------------------------------
(less than/equal to) (greater than) (greater than) (greater than) (greater than)
Funded Debt to 4.0 to 1.0 4.0 to 1.0 & 4.5 to 1.0 & 5.0 to 1.0 & 9.0 to 1.0
(less than/ (less than/ (less than/
equal to) equal to) equal to)
EBITDA Ratio 4.5 to 1.0 5.0 to 1.0 9.0 to 1.0
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Applicable 1% 1 3/4% 2 1/2% 3 1/4% 3 3/4%
Margin (Eurodollar-based
Advances)
------------------------------------------------------------------------------------------------------------
Applicable 1/4% 3/8% 3/8% 3/8% 3/8%
Commitment Fee
Percentage -------------
Applicable 0% 0% 0% 1/2% 1%
Margin (Prime-
based Advances)
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