1
EXHIBIT 4(f)
AMENDMENT NO. 2
SECOND AMENDMENT TO THIRD AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
-----------------------------------
THIS SECOND AMENDMENT, dated as of the 1 st day of September, 1998, by
and between Newcor, Inc., a Delaware corporation, of Bloomfield Hills, Michigan
(herein collectively 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 (herein called "Agreement");
NOW, THEREFORE, it is agreed that the Agreement is amended as follows:
1. The definition of "Debt Service Coverage Ratio" set forth in Section
1 of the Agreement is amended to add the following sentence to the end of such
definition:
"For purposes of calculating this ratio for any period which
includes the fourth quarter of calendar year 1998, the calculation of
Capital Expenditures shall exclude (a) the first $2,300,000 of any
payment made for the purpose of acquiring the real property located at
0000 X. Xxx Xxxxxx Xxxx, Xxxx, Xxxxxxxx, 00000 to the extent it would
otherwise be deemed to be a Capital Expenditure in accordance with GAAP
and (b) the first $600,000 of Capital Expenditures during the fourth
quarter of calendar year 1998 at the Blackhawk Systems Division
expended to establish a contract employee program for Xxxx Deere."
2. 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.
3. This Amendment shall be effective upon execution of this Amendment
by Company and Bank and execution by the Guarantors of the attached
Acknowledgment.
4. 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.
2
COMERICA BANK NEWCOR, INC.
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ W. Xxxx Xxxxxxxxx
----------------------- -----------------------
W. Xxxx Xxxxxxxxx
Its: Vice President Its: President
By: /s/ Xxxx X. Xxxxxx
-----------------------
Xxxx X. Xxxxxx
Its: Treasurer
26
3
ACKNOWLEDGMENT
--------------
The undersigned accept and agree to the Amendment No. 2 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/ W. Xxxx Xxxxxxxxx
------------------------
W. Xxxx Xxxxxxxxx
Its: Chairman
By: /s/ Xxxx X. Xxxxxx
---------------------
Xxxx X. Xxxxxx
Its: Treasurer
ENC CORP.
By: /s/ W. Xxxx Xxxxxxxxx
------------------------
W. Xxxx Xxxxxxxxx
Its: Chairman
By: /s/ Xxxx X. Xxxxxx
---------------------
Xxxx X. Xxxxxx
Its: Treasurer
27
4
DECO TECHNOLOGIES, INC. PLASTRONICS PLUS, INC.
By: /s/ W. Xxxx Xxxxxxxxx By: /s/ W. Xxxx Xxxxxxxxx
------------------------- ------------------------
W. Xxxx Xxxxxxxxx
Its: Chairman Its: Chairman
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxx
------------------------- ------------------------
Xxxx X. Xxxxxx
Its: Treasurer
Its: Treasurer
DECO INTERNATIONAL, INC.
NEWCOR M-T-L, INC.
By: /s/ W. Xxxx Xxxxxxxxx
-------------------------
By: /s/ W. Xxxx Xxxxxxxxx
------------------------
W. Xxxx Xxxxxxxxx
Its: Chairman
Its: Chairman
By: /s/ Xxxx X. Xxxxxx
-------------------------
By: /s/ Xxxx X. Xxxxxx
------------------------
Its: Treasurer Xxxx X. Xxxxxx
Its: Treasurer
TURN-MATIC, INC. GRAND MACHINING COMPANY
By: /s/ W. Xxxx Xxxxxxxxx By: /s/ W. Xxxx Xxxxxxxxx
------------------------- -------------------------
Its: Chairman Its: Chairman
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxx
------------------------- -------------------------
Its: Treasurer Its: Treasurer
28
