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Exhibit 10-141
AMENDMENT NO. 12 TO CREDIT FACILITY AND SECURITY AGREEMENT
This Amendment No. 12 (the "Amendment") dated as of December
31, 2000, to the Credit Facility and Security Agreement by and between Bank One,
NA ("Lender"), Lexington Precision Corporation ("LPC"), and Lexington Rubber
Group, Inc. ("LRGI").
WHEREAS, Lender, LPC, and LRGI are parties to a Credit
Facility and Security Agreement dated as of January 31, 1997, including Rider A
thereto (the "Agreement").
WHEREAS, LPC, LRGI, and Lender desire to amend the Agreement
as provided herein.
NOW, THEREFORE, in consideration of the premises and the
mutual promises contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the parties
hereto, the parties hereto hereby agree as follows:
1. Capitalized terms used herein, unless otherwise defined
herein, shall have the meaning ascribed thereto in the Agreement.
2. Section 2.A of Rider A to the Agreement is hereby amended
in its entirety to read as follows:
B. Maintain on a basis consolidated with LPC's direct and
indirect subsidiaries at all times a Tangible Net Worth equal
to or greater than (i) TEN MILLION AND NO/100 DOLLARS
($10,000,000) from June 30, 2000 through June 30, 2001; and
(ii) TWELVE MILLION FOUR HUNDRED THOUSAND AND NO/100 DOLLARS
($12,400,000) on and after July 1, 2001.
3. The definition of Cash Flow Ratio in Section 1 of Rider A
to the Agreement is hereby amended in its entirety to read as
follows:
"Cash Flow Ratio": The ratio of cash flow to debt service as
of any date, calculated as net income plus depreciation and
amortization for the four most recently completed fiscal
quarters minus dividends paid during such periods divided by
current maturities of all long-term debt, other than the
twelve and three-quarter percent (12.75%) senior subordinated
notes of LPC due February 1, 2000 in the original principal
amount of THIRTY-ONE MILLION SEVEN HUNDRED TWENTY THOUSAND ONE
HUNDRED TWENTY-FIVE AND NO/100 DOLLARS ($31,720,125.00), the
fourteen percent (14%) junior subordinated notes of LPC due
May 1, 2000, in the original principal amount of THREE HUNDRED
FORTY-SIX THOUSAND SIX HUNDRED SIXTY-SIX DOLLARS AND
SIXTY-SEVEN CENTS ($346,666.67), the fourteen percent (14%)
junior subordinated convertible increasing rate notes of LPC
due May 1, 2000, in the original principal amount of ONE
MILLION AND NO/100 DOLLARS ($1,000,000.00), the ten and
one-half percent (10.5%) senior unsecured note of LPC due
February 1, 2000, in the original principal amount of SEVEN
MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
($7,500,000.00), the twelve percent (12%) mortgage note of
LPC's wholly-owned subsidiary, Lexington Rubber Group, Inc.,
formerly known as Lexington Components, Inc. ("LRGI"), due
January 31, 2000, in the original principal amount of ONE
MILLION THREE HUNDRED SEVENTY THOUSAND FIFTEEN AND 65/100
DOLLARS ($1,370,015.65), the various term
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loans secured by real estate mortgages and payable by LRGI and
LPC to Lender, and that portion of the other secured term
loans payable by LRGI or LPC to Congress Financial
Corporation, The CIT Group/Equipment Financing, Inc., or
Lender that is not scheduled to be repaid within one year
after the date of the financial statements with respect to
which the calculation of the Cash Flow Ratio is being made but
nevertheless is classified as a current liability solely
because of defaults on Indebtedness other than Indebtedness
payable to Lender; provided, however, that for the purposes of
this calculation the Borrowers' results of operations for any
four fiscal quarters shall exclude any write-down or write-off
of assets (whether tangible or intangible) of any
manufacturing facility or business unit of the Borrowers which
is recorded by Borrowers as a result of the restructuring,
relocation, shutdown or sale of such manufacturing facility or
business unit or as a result of compliance with Financial
Accounting Standard No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of.
4. Section 2.B of Rider A to the Agreement is hereby amended
in its entirety to read as follows:
B. Maintain on a basis consolidated with LPC's direct and
indirect subsidiaries a positive Cash Flow Ratio of (i) not
less than 1.15 to 1.0 from January 1, 1997 through May 31,
1997, (ii) not less than 1.2 to 1.0 from June 1,1997 through
November 30, 1997, (iii) not less than 1.25 to 1.0 from
December 1, 1997 through January 31, 2001, (iv) not less than
1.2 to 1.0 from February 1, 2001 through June 30, 2001, and
(v) not less than 1.25 to 1.0 on and after July 1, 2001, to be
calculated on a rolling four quarter basis.
5. Section 2.C of Rider A to the Agreement is hereby amended
in its entirety to read as follows:
C. Maintain on a basis consolidated with LPC's direct and
indirect subsidiaries operating working capital (excess of
current assets over current liabilities as determined in
accordance with generally accepted accounting principles)
(excluding all obligations payable to Congress Financial
Corporation, The CIT Group/Equipment Finance, Inc., and Lender
and the current portion of other long-term indebtedness) of
not less than SIX MILLION FIVE HUNDRED THOUSAND AND NO/100
DOLLARS ($6,500,000).
6. Except as specifically amended herein, the Agreement
remains in effect in accordance with its terms.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective duly authorized
officers as of the day and year first written above.
BANK ONE, NA
By: Joseph E. Manley
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Name: Joseph E. Manley
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Title: Vice President
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LEXINGTON PRECISION CORPORATION
By: Dennis J. Welhouse
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Name: Dennis J. Welhouse
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Title: Senior Vice President
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LEXINGTON RUBBER GROUP, INC.
By: Dennis J. Welhouse
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Name: Dennis J. Welhouse
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Title: Senior Vice President
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