Exhibit 10-3
June 28, 2002
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. Capitalized terms used herein, unless otherwise defined
herein, shall have the meanings ascribed thereto in the Accounts Agreement and
the other Financing Agreements.
2. Term. The first sentence of Section 9.1 of the Accounts Agreement, as
heretofore amended, is hereby deleted in its entirety and replaced with the
following:
"This Agreement shall become effective upon acceptance by you and
shall continue in full force and effect for a term ending September 2,
2002 (the "Renewal Date"), unless sooner terminated pursuant to the
terms hereof."
3. Amendment Fee. In consideration of the amendments set forth herein,
LPC shall on the date hereof, pay to Congress or Congress, at its option, may
charge the account of LPC maintained by Congress, an amendment fee in the amount
of $67,000, which fee is fully earned as of the date hereof and shall constitute
part of the Obligations.
4. 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) 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.
5. 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) Each of Congress and LPC shall have received an executed
original or executed original counterparts (as the case may be) of this
Amendment and an executed copy of the Agreement, dated as of June 28, 2002
attached hereto as Exhibit A, together with an Amendment between LRG and
Congress dated of even date herewith 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
(c) 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.
6. 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.
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7. 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.
8. 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.
9. Counterparts. Delivery of an executed counterpart of this Amendment
by telefacsimile shall have the same force and effect as delivery of an original
executed counterpart of this Amendment.
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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
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Title: Vice President
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AGREED AND ACCEPTED:
LEXINGTON PRECISION CORPORATION
By: Michael A. Lubin
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Title: Chairman of the Board
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CONSENT
The undersigned guarantor hereby consents to the foregoing Amendment,
agrees to be bound by its terms applicable to it, and ratifies and confirms the
terms of its Guarantee and Waiver dated January 11, 1990 as applicable to all
present and future indebtedness, liabilities and obligations of LEXINGTON
PRECISION CORPORATION ("LPC") to CONGRESS FINANCIAL CORPORATION ("Congress"),
including, without limitation, all indebtedness, liabilities and obligations
under the Financing Agreements as amended hereby.
LEXINGTON RUBBER GROUP, INC.
By: Michael A. Lubin
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Title: Chairman of the Board
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Exhibit A
AGREEMENT
This Agreement dated as of June 28, 2002 (the "Agreement"), among
Lexington Precision Corporation, a Delaware corporation (the "LPC"), Lexington
Rubber Group, Inc., a Delaware corporation formerly known as Lexington
Components, Inc. ("LRG"; LPC and LRG are referred to individually as "Borrower"
and collectively as the "Borrowers"), and Congress Financial Corporation
("Congress").
WHEREAS, Congress and each of the Borrowers have entered into an
Accounts Financing Agreement [Security Agreement] dated as of January 11, 1990,
as amended, and all supplements thereto and related financing and security
agreements (all of the foregoing, as the same have been or may be amended,
replaced, extended, modified, or supplemented, are referred to as the "Financing
Agreements").
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Waiver. Subject to paragraph 2 hereof, Congress hereby waives, until
September 2, 2002, any Event of Default resulting solely from the failure of the
LPC to pay any principal or interest due on February 1, 2000, May 1, 2000,
August 1, 2000, November 1, 2000, February 1, 2001, May 1, 2001, August 1, 2001,
November 1, 2001, February 1, 2002, May 1, 2002, or August 1, 2002, in respect
of (a) LPC's 14% Junior Subordinated Notes due May 1, 2002, (b) LPC's Junior
Subordinated Convertible Increasing Rate Notes due May 1, 2000, (c) LPC's 12
3/4% Senior Subordinated Notes due February 1, 2000, and/or (d) the 10-1/2%
Senior Note due May 1, 2002, of LPC and LRG (the indebtedness referred to in
clauses (a), (b), and (c) is referred to herein as the "Other Indebtedness").
2. Rescission of Waivers. The foregoing waivers shall be automatically
rescinded, without notice to LPC or LRG, in the event that the holder of any
Other Indebtedness or trustee in respect thereof seeks to accelerate the
maturity of any such Other Indebtedness or to enforce or exercise any remedies
in respect thereto.
3. Effective Date.
This Agreement shall be deemed effective as of June 28, 2002.
4. Representations and Warranties. Each of the parties represents and
warrants that: (a) the execution, delivery, and performance of this Agreement
have been duly authorized by all requisite action on its part; and (b) this
Agreement has been duly executed and delivered by it and constitutes its legal,
valid, and binding agreement, enforceable against it in accordance with
its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
the enforceability of creditors' rights generally or by general equitable
principles.
5. No Other Amendments.
Except as set forth herein, all terms and provisions of the Financing Agreements
among Congress, LPC and LRG shall remain in full force and effect. Except as
expressly set forth herein, no other or further amendment, waiver or consent is
implied by, and LPC and LRG shall not be entitled to, any other or further
amendment, waiver or consent by virtue of the provisions of this Agreement. In
addition, without limiting the foregoing, the waivers of Congress set forth
herein do not constitute an agreement to, and LPC and LRG acknowledge that
Congress may decline to, grant any other or further waivers with respect to the
subject matter hereof or any other matters regardless of whether or not there
occurs any change in facts or circumstances relating to LPC and/or LRG.
6. General Provisions.
(a) Defined Terms. Capitalized terms used herein, unless otherwise
defined herein, shall have the meaning ascribed thereto in the Financing
Agreements.
(b) Counterparts. This Agreement may be executed by the parties in
any number of counterparts and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. This Agreement may be signed
by facsimile transmission of the relevant signature pages hereof.
(c) Governing Law. This Agreement shall be governed by, and
construed and interpreted in accordance with, the internal laws of the State of
New York.
(d) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the parties hereto.
(e) Headings. The paragraph headings of this Agreement are for
convenience of reference only and are not to be considered in construing this
Agreement.
IN WITNESS WHEREOF, each Borrower and Congress have caused this
Agreement to be duly executed and delivered as of the date first written above.
LEXINGTON PRECISION CORPORATION
By: Michael A. Lubin
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Name: Michael A. Lubin
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Title: Chairman of the Board
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LEXINGTON RUBBER GROUP, INC.
By: Michael A. Lubin
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Name: Michael A. Lubin
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Title: Chairman of the Board
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CONGRESS FINANCIAL CORPORATION
By: Herbert C. Korn
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Name: Herbert C. Korn
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Title: Vice President
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