1
EXHIBIT 1054
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 1 dated as of February 29, 1996, to LOAN AND SECURITY
AGREEMENT, dated as of January 17, 1996 (the "Agreement"), between LEXINGTON
PRECISION CORPORATION., and THE CIT GROUP/EQUIPMENT FINANCING, INC. ("Amendment
No. 1").
RECITAL
-------
CIT and Debtor desire to amend the Agreement to provide for, among
other things, an adjustment in the method by which the Interest Rate is
determined from time to time as hereinafter set forth.
IN CONSIDERATION OF THE FOREGOING and the mutual covenants and
agreements herein contained, CIT and Debtor hereby agree as follows:
1. DEFINITIONS. Terms defined in the Agreement shall have the
same meanings herein unless otherwise defined herein or unless the context
clearly requires otherwise.
2. AMENDMENTS TO THE AGREEMENT.
---------------------------
(a) The reference in the definition of "Cash Flow Coverage Ratio" in
Section 1 of Rider A to "February 1, 2002" is hereby changed to "February 1,
2000."
(b) The definition of "Interest Rate Period" in Section 1 of Rider A
is hereby amended in its entirety to read as follows:
"INTEREST RATE PERIOD" shall mean each successive one-month
period beginning on the day each Loan is made and ending on
the day before such date in the subsequent month; PROVIDED,
HOWEVER, that if a Loan is made on a day other than the last
day of the month, then the first Interest Rate Period shall
commence on the day such Loan is made and end on the day
before the last day of the month, so that all succeeding
Interest Rate Periods shall commence on the last day of the
month.
(c) Section 2 of Rider A is hereby amended in its entirety to read as
follows:
2. LOAN AND COMMITMENT. The aggregate principal amount
of all Loans shall not exceed the lesser of (x) $5,500,000.00
or (y) the sum of (i) $2,600,000 with respect to the items of
Equipment presented to CIT which are located in Casa Grande,
Arizona; (ii) 100% of the fair market value (as determined by
CIT) of the used Equipment set forth on the Appraisal other
than those items presented to CIT and located in Casa Grande,
Arizona; and (iii) 100% of the Cost (as approved by CIT) of
items of new and used Equipment not listed on the Appraisal,
which items are satisfactory to CIT. Each Loan shall be in a
principal amount of not less than $300,000, and CIT shall not
make more than four (4) Loans. Each Loan shall be amortized
in level payments of principal. Interest on the unpaid
principal balance shall be payable at the rate specified in
the Notes. Each Loan shall be payable in forty-eight (48)
payments equal payments of principal commencing on April 30,
1996, and interest shall be payable monthly on the last day of
each calendar month commencing on April 30, 1996 (in the case
of both principal and interest, assuming no Loan is made after
April 30, 1996). CIT's Commitment shall terminate on July 31,
1996. The proceeds of each Loan shall be to finance the
purchase of, or reimburse Debtor for the cost of, the
Equipment.
2
(d) The reference in Subsection 3(i) to the Agreement to "the items of
Equipment listed on EXHIBIT 1 hereto" is hereby deleted and replaced with the
following: "the 19 items of Equipment presented to CIT for approval prior to
the date hereof."
3. RATIFICATION. CIT and Debtor ratify and reaffirm the terms of
the Agreement as amended by this Amendment No. 1.
IN WITNESS WHEREOF, the parties hereto have caused their duly
elected and authorized officers to execute this Amendment No. 1 as of the day
and year first written above.
THE CIT GROUP/EQUIPMENT LEXINGTON PRECISION CORPORATION
FINANCING, INC.
By: Richard J. Doherty By: Warren Delano
---------------------------- --------------
Title: Senior Vice President Title: President
------------------------- --------------
2