1
EXHIBIT 4(g)
AMENDMENT NO. 3
THIRD AMENDMENT TO THIRD AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
-----------------------------------
THIS THIRD AMENDMENT, dated as of the 30th day of October, 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 and an Amendment dated as of September 1, 1998 (herein
called "Agreement");
NOW, THEREFORE, it is agreed that the Agreement is amended as follows:
1. The definition of "Applicable Measuring Period" set forth in
Section 1 of the Agreement is amended to read as follows:
"'Applicable Measuring Period' shall mean (a) with respect to
Option A set forth in Sections 6.3, 6.4 and 6.16 hereof, for the fiscal
quarter ending October 31, 1998, the nine month period beginning
February 1, 1998 and ending October 31, 1998, and for each fiscal
quarter thereafter, the four preceding fiscal quarters, (b) with
respect to Option B set forth in Sections 6.3, 6.4 and 6.16 hereof, for
the fiscal quarter ending (i) October 31, 1998, the nine month period
beginning February 1, 1998 and ending October 31, 1998, (ii) December
31, 1998, the eleven month period beginning February 1, 1998 and ending
December 31, 1998, (iii) March 31, 1999, the three month period
beginning January 1, 1999 and ending March 31, 1999, (iv) June 30,
1999, the six month period beginning January 1, 1999 and ending June
30, 1999, (v) September 30, 1999, the nine month period beginning
January 1, 1999 and ending September 30, 1999 and (vi) December 31,
1999 and each fiscal quarter thereafter, the four preceding fiscal
quarters, and (c) with respect to Option B, for purposes of calculating
the Funded Debt to EBITDA Ratio to determine the Applicable Margin and
the Applicable Commitment Fee Percentage pursuant to Section 2.11
hereof and Schedule 2.11 hereto, for the fiscal quarter ending December
31, 1998, the eleven month period beginning February 1, 1998 and ending
December 31, 1998 and for each fiscal quarter thereafter, the four
preceding fiscal quarters."
2. The definition of "EBITDA" set forth in Section 1 of the
Agreement is amended to read as follows:
"'EBITDA' shall mean as of any date of determination, Net
Income for the Applicable Measuring Period plus, to the extent deducted
in determining Net Income, (1) depreciation and amortization expense of
Company and its consolidated Subsidiaries for such period, (2) interest
expense of Company and its consolidated Subsidiaries for such period,
and (3) income taxes of Company and its consolidated Subsidiaries for
such period, all as determined in accordance with generally accepted
accounting principles consistently applied, multiplied by (A) with
respect to Option A set forth in Section 6.16 hereof, (i) four for the
Applicable Measuring Period ending Xxxxx 00, 0000, (xx) two for the
Applicable Measuring Period ending July 31, 1998, (iii)
2
one and one-third for the Applicable Measuring Period ending October
31, 1998 and (iv) one for each period thereafter, and (B) with respect
to Option B set forth in Section 6.16 hereof, (i) twelve-elevenths for
the Applicable Measuring Period ending December 31, 1998, (ii) four for
the Applicable Measuring Period ending Xxxxx 00, 0000, (xxx) two for
the Applicable Measuring Period ending June 30, 1999, (iv) one and
one-third for the Applicable Measuring Period ending September 30, 1999
and (v) one for each period thereafter."
3. The definition of "Funded Debt to EBITDA Ratio" set forth in
Section 1 of the Agreement is amended to read as follows:
"'Funded Debt to EBITDA Ratio" shall mean, as of any date of
determination, a ratio the numerator of which is Funded Debt as of such
date and the denominator of which is EBITDA for the Applicable
Measuring Period multiplied by (A) with respect to Option A set forth
in Section 6.4 hereof, (i) four for the Applicable Measuring Period
ending Xxxxx 00, 0000, (xx) two for the Applicable Measuring Period
ending July 31, 1998, (iii) one and one-third for the Applicable
Measuring Period ending October 31, 1998 and (iv) one for each period
thereafter, and (B) with respect to Option B set forth in Section 6.4
hereof, (i) twelve-elevenths for the Applicable Measuring Period ending
December 31, 1998, (ii) four for the Applicable Measuring Period ending
Xxxxx 00, 0000, (xxx) two for the Applicable Measuring Period ending
June 30, 1999, (iv) one and one-third for the Applicable Measuring
Period ending September 30, 1999 and (v) one for each period
thereafter.
4. Section 6.3 of the Agreement is amended to read as follows:
"On a Consolidated statement basis, maintain as of the end of
each fiscal quarter, a Debt Service Coverage Ratio of not less than the
following amounts during the periods specified below:
OPTION A:
October 31, 1999 through April 29, 2000................................................1.0 to 1.0
April 30, 2000 through October 30, 2000...............................................1.25 to 1.0
October 31, 2000 and thereafter........................................................1.5 to 1.0
OPTION B:
March 31, 1999 through June 29, 2000..................................................1.20 to 1.0
June 30, 2000 through December 30, 2000...............................................1.25 to 1.0
December 31, 2000 and thereafter.....................................................1.50 to 1.0"
5. Section 6.4 of the Agreement is amended to read as follows:
"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 periods specified
below:
OPTION A:
October 31, 1998 through January 30, 1999..............................................6.5 to 1.0
January 31, 1999 through April 29, 1999...............................................6.75 to 1.0
April 30, 1999 through July 30, 1999...................................................6.5 to 1.0
July 31, 1999 through October 30, 1999................................................6.25 to 1.0
30
3
October 31, 1999 through April 29, 2000................................................5.5 to 1.0
April 30, 2000 through October 30, 2000................................................5.0 to 1.0
October 31, 2000 and thereafter........................................................4.5 to 1.0
OPTION B:
October 31, 1998 through December 30, 1998.............................................6.5 to 1.0
December 31, 1998 through March 30, 1999..............................................6.75 to 1.0
March 31, 1999 through March 30, 2000..................................................5.0 to 1.0
March 31, 2000 through December 30, 2000..............................................4.75 to 1.0
December 31, 2000 and thereafter......................................................4.5 to 1.0"
6. Section 6.10 of the Agreement is amended to replace the word
"and" in the fifth line thereof with a comma and to add "and 6.16" immediately
following the reference to "6.5" in the fifth line thereof.
7. Section 6.16 is added to the Agreement as follows:
"6.16 Maintain at all times EBITDA of not less than the
following amounts during the periods specified below:
OPTION A:
October 31, 1998 through January 30, 1999.................................................$22,000
January 31, 1999 through April 29, 1999...................................................$21,500
April 30, 1999 through July 30, 1999......................................................$22,000
July 31, 1999 through October 30, 1999....................................................$23,500
OPTION B:
October 31, 1998 through December 30, 1998................................................$22,000
December 31, 1998 through March 30, 1999.................................................$21,000"
8. On or before December 31, 1998, Company shall elect either
Option A or Option B, as set forth in Sections 6.3, 6.4 and 6.16 of the
Agreement by delivering written notice of such election to Bank. If Company
fails to provide such written notice by December 31, 1998, Option A shall govern
and control.
9. 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
31
4
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.
10. 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 to Bank of a nonrefundable fee in the amount of
Twelve Thousand Five Hundred Dollars ($12,500) which shall be deemed fully
earned by Bank upon execution of this Amendment.
11. 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/ Xxxxxxx X. Xxxxxx By: /s/ W. Xxxx Xxxxxxxxx
-------------------------- ------------------------
W. Xxxx Xxxxxxxxx
Its: Vice President Its: President
By: /s/ Xxxx X. Xxxxxx
---------------------
Xxxx X. Xxxxxx
Its: Treasurer
32
5
ACKNOWLEDGMENT
--------------
The undersigned accept and agree to the Amendment No. 3 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
33
6
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
-------------------------- -----------------------
34
