1
EXHIBIT 4(b)
AMENDMENT NO. 5
FIFTH AMENDMENT TO THIRD AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
THIS FIFTH AMENDMENT, dated as of the 14th day of October, 1999, 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
an Amendment dated as of February 10, 1998, an Amendment dated as
of September 1, 1998 an Amendment dated as of October 30, 1998 and
an Amendment dated April 21, 1999 (herein called "Agreement");
NOW, THEREFORE, it is agreed that the Agreement is amended as follows:
1. The definition of "Base Net Worth" in Section 1 of the
Agreement is amended to read in its entirety:
" `Base Net Worth' shall mean, $19,000,000. On the last day of each
fiscal quarter of Company commencing December 31, 1999, 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. Any
fiscal quarter with respect to which Net Income is less than zero, Net
Income shall be deemed to be zero."
2. The following Section 2.1A is hereby added to the Agreement:
"2.1A. The aggregate principal amount at any one time outstanding under
the Revolving Credit Note and the undrawn amount of any Letters of
Credit shall never exceed the formula set forth in the Advance Formula
Agreement between Company and Bank dated as of October 14, 1999 or in
any Advance Formula Agreement delivered by Company to Bank in
substitution therefore. Company shall immediately make all payment
necessary to comply with this provision."
3. Schedule 2.11 attached to this Amendment is substituted for
Schedule 2.11 attached to the Agreement.
4. Section 6.3 of the Agreement is deleted in its entirety.
5. Section 6.4 of the Agreement is amended to read as follows:
2
"6.4 On a Consolidated statement basis, maintain as of the end of each
fiscal quarter, a Funded Debt to EBITDA Ratio of not more than the
following amounts during the period specified below:
March 31, 1999 through September 29, 2000.............................................8.0 to 1.0
September 30, 2000 through December 30, 2000..........................................7.0 to 1.0
December 31, 2000 through March 30, 2001..............................................6.5 to 1.0
March 31, 2001 through June 29, 2001..................................................6.0 to 1.0
June 30, 2001 through September 29, 2001..............................................5.5 to 1.0
September 30, 2001 through December 30, 2001..........................................5.0 to 1.0
December 31, 2001 and thereafter.....................................................4.5 to 1.0"
6. Section 6.5 is deleted in its entirety.
7. 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.
8. 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) execution by Company and Bank of the Advance Formula
Agreement referenced in Section 2.1A of the Agreement as amended by this
Amendment, and (d) payment by Company to Bank of a non-refundable $25,000
closing fee.*
9. 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: Vice President
---------------
By: /s/ Xxxxx X. Xxxx
------------------
Its: President and CEO
------------------
--------------------------
*MAY BE REQUIREMENTS FOR ADDITIONAL SECURITY AGREEMENTS AND FINANCING
STATEMENTS.
3
ACKNOWLEDGMENT
The undersigned accept and agree to the Amendment No. 5 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 on January 15, 1998 and on March 4, 1998, as applicable.
ROCHESTER GEAR, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------
Its: Vice President
---------------
By: /s/ Xxxxx X. Xxxx
------------------
Its: President and CEO
------------------
ENC CORP.
By: /s/ Xxxxx X. Xxxxxx
--------------------
Its: Vice President
---------------
By: /s/ Xxxxx X. Xxxx
------------------
Its: President and CEO
------------------
4
DECO TECHNOLOGIES, INC. PLASTRONICS PLUS, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
--------------------- ---------------------
Its: Vice President Its: Vice President
---------------- ---------------
By: /s/ Xxxxx X. Xxxx
-------------------
By: /s/ Xxxxx X. Xxxx
-------------------
Its: President and CEO
-------------------
Its: President and CEO
------------------
DECO INTERNATIONAL, INC. NEWCOR M-T-L, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
--------------------- ---------------------
Its: Vice President Its: Vice President
---------------- ---------------
By: /s/ Xxxxx X. Xxxx
-------------------
By: /s/ Xxxxx X. Xxxx
-------------------
Its: President and CEO
-------------------
Its: President and CEO
------------------
TURN-MATIC, INC. GRAND MACHINING COMPANY
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
--------------------- ---------------------
Its: Vice President Its: Vice President
---------------- ---------------
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxx X. Xxxx
------------------- -------------------
Its: President and CEO Its: President and CEO
------------------- ------------------
5
SCHEDULE 2.11
----------------------- -------------- ----------------- ---------------- ----------------- ---------------- --------------
LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V LEVEL VI
----------------------- -------------- ----------------- ---------------- ----------------- ---------------- --------------
Funded Debt to < 3.0 to 1.0 > 3.0 to 1.0 & > 3.5 to 1.0 & > 4.0 to 1.0 & >4.5 to 1.0 & >5.0 to 1.0
EBITDA Ratio - < 3.5 to 1.0 < 4.0 to 1.0 < 4.5 to 1.0 < 5.0 to 1.0
- - - -
----------------------- -------------- ----------------- ---------------- ----------------- ---------------- --------------
Applicable 1/2% 3/4% 1% 1 3/4% 2 1/2% 3 1/4%
Margin
----------------------- -------------- ----------------- ---------------- ----------------- ---------------- --------------
Applicable 1/4% 1/4% 1/4% 3/8% 3/8% 3/8%
Commitment Fee
Percentage
----------------------- -------------- ----------------- ---------------- ----------------- ---------------- --------------
