Exhibit 10-7
October 31, 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.
(a) The definition of "Interest Rate" contained in the letter
agreement re: Amendment to Financing Agreements, dated January 31, 1995, between
LRG and Congress, as amended by the letter agreement re: Amendment to Financing
Agreements, dated March 11, 1997, between LRG and Congress and the letter
agreement re: Amendment to Financing Agreements, dated October 1, 1999, between
LRG and Congress, is hereby deleted in its entirety and replaced with the
following:
"Interest Rate" shall mean, from and after November 1,
2002, as to Prime Rate Loans, a rate of one (1%) percent per
annum in excess of the Prime Rate; provided, that, Interest Rate
shall mean the rate of two (2%) percent per annum in excess of
the Prime Rate as to Prime Rate Loans, at Congress' option,
without notice, (a) for the period on and after the effective
date of termination or non-renewal hereof, or the date of the
occurrence of any Event of Default, and for so long as such Event
of Default is continuing as determined by Congress and until
such time as all Obligations are indefeasibly paid in full
(notwithstanding entry of any judgment against LRG) and (b) on
the Revolving Loans at any time outstanding in excess of the
amounts available to LRG under the Accounts Agreement and
supplements thereto, which excess(es) continue to exist or arise
after three (3) days' telephonic or written notice to LRG of any
such excess(es) (whether or not such excess(es), arise or are
made with or without Congress' knowledge or consent and whether
made before or after an Event of Default); provided, further,
that, the higher Interest Rate under the immediately preceding
proviso shall be inapplicable in the case of any excess(es)
described in clause (b) thereof if and to the extent that
Congress shall, at Congress' option, have agreed not to charge
the higher Interest Rate otherwise permitted to be charged under
such proviso, as evidenced by a writing expressly so stating and
signed by Congress.
(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. 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 January 3,
2003 (the "Renewal Date"), unless sooner terminated pursuant to the
terms hereof."
3. Eurodollar Rate Loans. Notwithstanding any provision of the
Accounts Agreement or any of the other Financing Agreements to the contrary,
from and after November 1, 2002:
(a) LRG shall not request and Congress shall not make any
Eurodollar Rate Loans, except that any Eurodollar Rate Loans outstanding as of
October 31, 2002 shall continue to be treated as Eurodollar Rate Loans until the
end of the Interest Period currently in effect for such Eurodollar Rate Loans;
(b) the Interest Rate in respect of all Loans made on or after
such date shall be the Interest Rate applicable to Prime Rate Loans; and
(c) LRG shall not request that any Prime Rate Loans be converted
to Eurodollar Rate Loans and Congress shall not be obligated to convert any such
Prime Rate Loans to Eurodollar Rate Loans.
4. Financial Covenants - Working Capital. Effective as of August 1,
2002, Section IV(g)(i) of the Covenant Supplement to the Accounts Agreement is
hereby deleted in its entirety and the following is substituted therefor: "(i)
Intentionally deleted; and".
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5. Waiver of Event of Default.
(a) Subject to the terms and conditions set forth herein, Congress
hereby waives the Event of Default arising under the Financing Agreements as a
result of the failure of LRG to maintain the minimum Working Capital as required
under Section IV(g)(i)(b) of the Covenant Supplement to the Accounts Agreement
as of August 31, 2002.
(b) Congress has not waived, is not by this Amendment waiving, and
has no intention of waiving any Event of Default which may have occurred on or
prior to the date hereof, whether or not continuing on the date hereof, or which
may occur after the date hereof (whether the same or similar to the Event of
Default referred to above or otherwise), other than the Event of Default
specifically referred to above (subject to the terms and conditions set forth
herein). The foregoing waiver shall not be construed as a bar to or a waiver of
any other or further Event of Default on any future occasion, whether similar in
kind or otherwise and shall not constitute a waiver, express or implied, of any
of the rights and remedies of Congress arising under the terms of the Accounts
Agreement or any other Financing Agreements on any future occasion or otherwise.
6. 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 (after giving effect to the provisions 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.
7. 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
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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 (after giving effect to the provisions of
this Amendment).
8. 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. 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.
9. 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.
10. 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.
11. Counterparts. This Amendment may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment, it shall not be necessary
to produce or account for more than one counterpart thereof signed by each of
the parties hereto. 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
--------------------------------
Title: Chairman of the Board
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