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Exhibit 4(q)
AMENDMENT NO. 8
EIGHTH AMENDMENT TO THIRD AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
THIS EIGHTH AMENDMENT, dated as of the 8th day of December, 2000, 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 seven amendments
(herein called "Agreement");
NOW, THEREFORE, it is agreed that the Agreement is amended as follows:
1. The definition of "Revolving Credit Maturity Date" in Section
1 of the Agreement is amended to read in its entirety:
"`Revolving Credit Maturity Date' shall mean June 1, 2001."
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, $5,000,000. On the last day of
each fiscal quarter of Company commencing December 31, 2000, 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."
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 8.0
to 1.0."
4. 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.
5. 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 $15,000 amendment and waiver fee.
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6. 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
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Its: Vice President Its: President and Chief Executive Officer
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By: /s/ Xxxxxx X. Xxxxxx
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Its: Vice-President Human Resources and
Secretary
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ACKNOWLEDGMENT
The undersigned accept and agree to the Amendment No. 8 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
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Its: President
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By: /s/ Xxxxxx X. Xxxxxx
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Its: Secretary
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ENC CORP.
By: /s/ Xxxxx X. Xxxxxx
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Its: President
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By: /s/ Xxxxxx X. Xxxxxx
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Its: Secretary
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DECO TECHNOLOGIES, INC. PLASTRONICS PLUS, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Its: President Its: President
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By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Its: Secretary Its: Secretary
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DECO INTERNATIONAL, INC. NEWCOR M-T-L, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Its: President Its: President
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By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Its: Secretary Its: Secretary
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TURN-MATIC, INC. GRAND MACHINING COMPANY
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Its: President Its: President
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By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Its: Secretary Its: Secretary
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