Exhibit 10-4
August 29, 2002
Lexington Rubber Group, Inc., formerly
known as Lexington Components, Inc.
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 Rubber Group, Inc. ("LRG") 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 November 1,
2002 (the "Renewal Date"), unless sooner terminated pursuant to the
terms hereof."
3. Representations, Warranties and Covenants. In addition to the
continuing representations, warranties and covenants heretofore or hereafter
made by LRG to Congress pursuant to the Financing Agreements, LRG 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 LRG
and is in full force and effect as of the date hereof, and the agreements and
obligations of LRG contained herein constitute the legal, valid and binding
obligations of LRG enforceable against LRG in accordance with their terms.
4. 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 LRG shall have received an executed
original or executed original counterparts (as the case may be) of this
Amendment, together with an Amendment between LPC and Congress dated of even
date herewith with respect to the LPC 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.
5. 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.
6. Further Assurances. LRG 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.
7. 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.
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8. 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: /s/ Herbert C. Korn
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Title: Vice President
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AGREED AND ACCEPTED:
LEXINGTON RUBBER GROUP, INC.
By: /s/ 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 RUBBER
GROUP, INC. ("LRG") to CONGRESS FINANCIAL CORPORATION ("Congress"), including,
without limitation, all indebtedness, liabilities and obligations under the
Financing Agreements as amended hereby.
LEXINGTON PRECISION CORPORATION
By: /s/ Michael A. Lubin
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Title: Chairman of the Board
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