1
EXHIBIT 4(s)
AMENDMENT NO. 10
TENTH AMENDMENT TO THIRD AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT AND CONSENT
THIS TENTH AMENDMENT, dated as of the 28th day of March, 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 nine amendments
(herein called "Agreement");
NOW, THEREFORE, it is agreed that the Agreement is amended as follows:
1. The definition of "Commitment" in Section 1 of the Agreement is
amended to read in its entirety as follows:
"Commitment' shall mean the total commitment of Bank to make
Advances to Company pursuant to this Agreement in the amount of Thirty
Million Dollars ($30,000,000), subject to reduction as herein
provided."
2. The definition of "Base Net Worth" in Section 1 of the Agreement is
amended to read in its entirety as follows:
"Base Net Worth' shall mean $1,000,000. On the last day of
each fiscal quarter of Company (commencing March 31, 2001), Base Net
Worth shall be increased by an amount equal to 50% of Net Income for
the fiscal quarter then ended. Such increase shall be effective on the
last day of the fiscal quarter in which such determination is made. For
any fiscal quarter with respect to which Net Income is less than zero,
Net Income shall be deemed to be zero."
3. Section 6.4 of the Agreement is amended to read in its entirety as
follows:
"On a consolidated statement basis, maintain as of the end of
each fiscal quarter, a Funded Debt to EBITDA Ratio of not more than
12.0 to 1.0."
4. Company has informed the Bank that it intends to sell certain assets
and to use the proceeds of the sale all as previously described to the Bank in
writing. The sale and use of proceeds is referred to as the "Transaction". The
Transaction is prohibited by the terms of the Agreement and Company has
requested that the Bank consent to the Transaction. The Bank consents to the
Transaction; provided that the Bank's consent is conditioned upon (a) receipt by
the Bank of evidence satisfactory to the Bank that the Transaction is accretive
to Company on a cashflow basis,
2
(b) receipt by the Bank of appraisals of Company's machinery and equipment and
real estate from appraisers acceptable to the Bank on a forced sale liquidation
basis acceptable to the Bank and indicating a value of the appraised assets of
not less than $30,000,000, and (c) such other conditions as may be imposed by
the Bank's credit committees.
5. Company hereby represents and warrants that, after giving effect to
the amendment 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.
6. 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) delivery by Company to Bank of an executed Revolving
Credit Note in the form attached hereto as Exhibit "A".
7. Except as modified hereby, all of the terms and conditions of the
Agreement shall remain in full force and effect.
WITNESS the due execution hereof on the day and year first above
written.
COMERICA BANK NEWCOR, INC.
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxx
--------------------------------- ------------------------------------
Its: Vice President Its: President & Chief Executive Officer
------------------------------------
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Its: Vice-President Human Resources &
Secretary
------------------------------------
3
ACKNOWLEDGMENT
The undersigned accept and agree to the Amendment No. 10 to the Third
Amended and Restated Revolving Credit Agreement and 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.
ROCHESTER GEAR, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Its: President
------------------------------------
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Its: Secretary
------------------------------------
ENC CORP.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Its: President
------------------------------------
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Its: Secretary
------------------------------------
4
DECO TECHNOLOGIES, INC. PLASTRONICS PLUS, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
------------------------- -------------------------
Its: President Its: President
------------------------ ------------------------
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------- -------------------------
Its: Secretary Its: Secretary
------------------------ ------------------------
DECO INTERNATIONAL, INC. NEWCOR M-T-L, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
------------------------- -------------------------
Its: President Its: President
------------------------ ------------------------
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------- -------------------------
Its: Secretary Its: Secretary
------------------------ ------------------------
TURN-MATIC, INC. GRAND MACHINING COMPANY
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
------------------------- -------------------------
Its: President Its: President
------------------------ ------------------------
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------- -------------------------
Its: Secretary Its: Secretary
------------------------ ------------------------
5
EXHIBIT "A"
REVOLVING CREDIT NOTE
Detroit, Michigan
$30,000,000 March 28, 2001
On or before the Revolving Credit Maturity Date (which initially is
March 31, 2002), FOR VALUE RECEIVED, NEWCOR, INC., a Delaware corporation
(herein called "Company") promises to pay to the order of COMERICA BANK, a
Michigan banking corporation (herein called "Bank") at its Main Office at 000
Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, 00000 in lawful money of the United States
of America the indebtedness or so much of the sum of Thirty Million Dollars
($30,000,000) as may from time to time have been advanced and then be
outstanding hereunder pursuant to the Third Amended and Restated Revolving
Credit Agreement dated January 15, 1998, made by and between Company and Bank
(as amended from time to time, herein called "Agreement"), together with
interest thereon as hereinafter set forth.
Each of the Advances made hereunder shall bear interest at the
Eurodollar-based Rate or the Prime-based Rate as elected by Company or as
otherwise determined under the Agreement.
Interest on the unpaid balance of all Prime-based Advances shall be
payable quarterly commencing on April 30, 2001 and on the last day of each
quarter thereafter. Interest accruing at the Prime-based Rate shall be computed
on the basis of a 360 day year and assessed for the actual number of days
elapsed, and in such computation effect shall be given to any change in the
Prime-based Rate on the date of such change in the Prime-based Rate.
Interest on each Eurodollar-based Advance shall be payable on the last
day of the Interest Period applicable thereto. Interest accruing at the
Eurodollar-based Rate shall be computed on the basis of a 360 day year and
assessed for the actual number of days elapsed from the first day of the
Interest Period applicable thereto to but not including the last day thereof.
From and after the occurrence of any event of default hereunder or
under the Agreement or any event which automatically causes the indebtedness
outstanding hereunder to become immediately due and payable, the indebtedness
outstanding hereunder shall bear interest at Three percent (3%) above the
Prime-based Rate as it may vary from time to time, which interest shall be
payable daily.
This Note is a note under which advances, repayments and readvances may
be made from time to time, subject to the terms and conditions of the Agreement.
This Note evidences borrowing under, is subject to, is secured in accordance
with, and may be matured under, the terms of the Agreement, to which reference
is hereby made. As additional security for this Note, Company grants
6
Bank a lien on all property and assets including deposits and other credits of
the Company, at any time in possession or control of or owing by Bank for any
purpose.
Company hereby waives presentment for payment, demand, protest and
notice of dishonor and nonpayment of this Note and agrees that no obligation
hereunder shall be discharged by reason of any extension, indulgence, release,
or forbearance granted by any holder of this Note to any party now or hereafter
liable hereon or any present or subsequent owner of any property, real or
personal, which is now or hereafter security for this Note. Any transferees of,
or endorser, guarantor or surety paying this Note in full shall succeed to all
rights of Bank, and Bank shall be under no further responsibility for the
exercise thereof or the loan evidenced hereby. Nothing herein shall limit any
right granted Bank by other instrument or by law.
This Note is a replacement for a Revolving Credit Note dated January
30, 2001 in the original principal amount of $40,000,000 by Company payable to
Bank.
All capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement.
NEWCOR, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Its: President & Chief Executive Officer
------------------------------------
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Its: Vice-President of Human Resources
Secretary
------------------------------------
