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Exhibit 10-2
AMENDMENT NO. 3 TO CREDIT FACILITY AND SECURITY AGREEMENT
This Amendment No. 3 (the "Amendment") dated as of June 30,
1998 to Credit Facility and Security Agreement by and between Bank One, NA
("Lender"), Lexington Precision Corporation ("LPC") and Lexington Components,
Inc. (`LCI").
WHEREAS, Lender, LPC, and LCI are parties to a Credit Facility
and Security Agreement dated as of January 31, 1997, including Rider A thereto
(the "Agreement").
WHEREAS, LPC, LCI, 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. 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
calculated as fiscal net income plus depreciation and
amortization minus dividends divided by current maturities of
all long-term debt, excluding 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), and the twelve percent (12%) mortgage note
of LCI 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);provided, however, that for
the purposes of this calculation, the Borrowers' results of
operations for any four fiscal quarter period shall exclude
any write down or write-off of asset (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
the Long-Lived Assets to Be Disposed of.
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3. Section 2.A of Rider A to the Agreement is hereby amended
in its entirety to read as follows:
A. 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) TWELVE MILLION SEVEN HUNDRED THOUSAND
AND NO/100 DOLLARS ($12,700,000) from June 30, 1998 through
June 30, 1999; (ii) THIRTEEN MILLION SEVEN HUNDRED THOUSAND
AND NO/100 DOLLARS ($13,700,000) from July 1, 1999 through
December 30, 1999; and (iii) FOURTEEN MILLION SEVEN HUNDRED
THOUSAND AND NO/100 DOLLARS ($14,700,000) on and after
December 31, 1999.
4. 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 notes payable and the current portion of long-term
indebtedness) of not less than (i) SIX MILLION FIVE HUNDRED
THOUSAND AND NO/100 DOLLARS ($6,500,000) from July 31, 1998
through December 31, 1998 and (ii) not less than SEVEN MILLION
FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($7,500,000) from and
after January 1, 1999.
5. Section 2.E of Rider A to the Agreement is hereby amended
in its entirety to read as follows:
E. Maintain on a consolidated basis with LPC's direct and
indirect subsidiaries a ratio of Debt (defined below) to
Tangible Net Worth of no greater that 6.0 to 1.0 as of
September 30, 1999 and no greater than 5.75 to 1.0 as of
December 31, 1999 and thereafter, in each case, as of the end
of each fiscal quarter. For purposes of this paragraph E,
"Debt" shall mean LPC's total liabilities (on a consolidated
basis with LPC's direct and indirect subsidiaries and
determined in accordance with generally accepted accounting
principals) excluding the twelve and three-quarter percent
(12.75%) Senior Subordinated Notes of LPC due February 1, 2000
in the original principal amount of $31,720,125, the fourteen
percent (14%) junior subordinated notes of LPC due May 1, 2000
in the original principal amount of $346,666.67 and the junior
subordinated convertible increasing rate notes of LPC due
May 1, 2000 in the original principal of $1,000,000.
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: Mark S. Corr
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Title: Assistant Vice President
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LEXINGTON PRECISION CORPORATION
By: Dennis J. Welhouse
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Dennis J. Welhouse, Senior Vice President
LEXINGTON COMPONENTS, INC.
By: Dennis J. Welhouse
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Dennis J. Welhouse, Senior Vice President