1
EXBT10-11
May 12, 2000
Lexington Precision Corporation
767 Third Avenue
New York, New York 10017
Re: Amendment to Financing Agreements
---------------------------------
Gentlemen:
Reference is made to certain financing agreements dated January 11,
1990 between Lexington Precision Corporation ("LPC") and Congress Financial
Corporation ("Congress"), including, but not limited to, an Accounts Financing
Agreement [Security Agreement], as amended (the "Accounts Agreement"), and all
supplements thereto and all other related financing and security agreements
(collectively, all of the foregoing, as the same have heretofore or
contemporaneously been or may be hereafter, amended, replaced, extended,
modified or supplemented, the "Financing Agreements").
In connection with the financing arrangements pursuant to the Accounts
Agreement and the other Financing Agreements, the parties hereto hereby agree to
amend the Financing Agreements, as set forth below:
1. Definitions:
-----------
(a) The definition of "Working Capital" contained in Section
I(m) of the Covenants Supplement to Accounts Financing Agreement, dated January
11, 1990, as amended by the letter agreement re: Amendment to Financing
Agreements, dated August 13, 1998, between LPC and Congress, is hereby deleted
in its entirety and replaced with the following:
"(m) "Working Capital" shall mean, as of December 31, 1999 and
at all times thereafter, as to Borrower, at any time, the amount, if
any, by which (i) the aggregate net book value of all assets of
Borrower which would, in accordance with generally accepted accounting
principles, consistently applied, be classified as current assets at
such time, exceeds (ii) all Indebtedness of Borrower which would, in
accordance with generally accepted accounting principles, consistently
applied, be classified as current liabilities at such time; provided,
that, in computing Working Capital hereunder, (i) none of the current
portion of long- term Indebtedness of Borrower, determined in
accordance with generally accepted accounting principles consistently
applied, (ii) none of the Obligations of
-1-
2
Borrower to Congress, (iii) none of the outstanding Indebtedness of
Borrower arising under the CIT Financing Agreements (as such term is
defined in the letter agreement re: Amendment to Financing Agreements,
dated March 30, 1999, by and between Borrower and Congress) and (iv)
none of the outstanding Indebtedness of Borrower and LRG arising under
the Bank One Financing Agreements (as such term is defined in the
letter agreement re: Amendment to Financing Agreements, dated as of
March 10, 1999, by and between Borrower and Congress), shall be
considered current liabilities."
(b) Capitalized terms used herein, unless otherwise defined
herein, shall have the meanings ascribed thereto in the Accounts Agreement and
the other Financing Agreements.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS. In addition to the
continuing representations, warranties and covenants heretofore or hereafter
made by LPC to Congress pursuant to the Financing Agreements, LPC hereby
represents, warrants and covenants with and to Congress as follows (which
representations, warranties and covenants are continuing and shall survive the
execution and delivery hereof and shall be incorporated into and made a part of
the Financing Agreements):
(a) Except for the Event of Default referenced in the
Agreement, dated as of April 30, 2000, among LPC, LRG and Congress, no Event of
Default exists or has occurred and is continuing on the date of this Amendment.
(b) This Amendment has been duly executed and delivered by LPC
and is in full force and effect as of the date hereof, and the agreements and
obligations of LPC contained herein constitute the legal, valid and binding
obligations of LPC enforceable against LPC in accordance with their terms.
3. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. Anything contained in this
Amendment to the contrary notwithstanding, the terms and provisions of this
Amendment shall only become effective upon the satisfaction of the following
additional conditions precedent:
(a) Congress shall have received an executed original or
executed original counterparts (as the case may be) of this Amendment, together
with an Amendment between LRG and Congress with respect to the LRG Financing
Agreements and the documents and instruments required thereunder (if any) and
the satisfaction of all conditions precedent to the effectiveness thereof, which
shall be in form and substance satisfactory to Congress;
(b) All representations and warranties contained herein, in
the Accounts Agreement and in the other Financing Agreements shall be true and
correct in all material respects; and
-2-
3
(c) Except for the Event of Default referenced in the
Agreement, dated as of April 30, 2000, among LPC, LRG and Congress, no Event of
Default shall have occurred and no event shall have occurred or condition be
existing which, with notice or passage of time or both, would constitute an
Event of Default.
4. EFFECT OF THIS AMENDMENT. Except as modified pursuant hereto, the
Accounts Agreement and all supplements to the Accounts Agreement and all other
Financing Agreements, are hereby specifically ratified, restated and confirmed
by the parties hereto as of the date hereof and no existing defaults or Events
of Default have been waived in connection herewith. To the extent of conflict
between the terms of this Amendment and the Accounts Agreement or any of the
other Financing Agreements, the terms of this Amendment control.
5. FURTHER ASSURANCES. LPC shall execute and deliver such additional
documents and take such additional actions as may reasonably be requested by
Congress to effectuate the provisions and purposes of this Amendment.
6. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York without reference to its
principles of conflicts of law.
By the signatures hereto of the duly authorized officers, the parties
hereto mutually covenant, warrant and agree as set forth herein.
Very truly yours,
CONGRESS FINANCIAL CORPORATION
By: Herbert C. Korn
---------------------------
Title: Vice President
------------------------
AGREED AND ACCEPTED:
LEXINGTON PRECISION CORPORATION
By: Warren Delano
-------------------------
Title: President
-----------------------
-3-