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Exhibit ▇▇-▇▇
▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇ Precision Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: Amendment to Financing Agreements
Ladies and 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:
(a) The definition of "Term Loans" contained in the letter
agreement re: Amendment to Financing Agreements, dated January 31, 1995, between
LPC and Congress (the "January 1995 Amendment"), as amended by the letter
agreement re: Amendment to Financing Agreements, dated January 16, 1996, between
LPC and Congress, the letter agreement re: Amendment to Financing Agreements,
dated March 11, 1997, between LPC and Congress, the letter agreement re:
Amendment to Financing Agreements, dated January 28, 1999, between LPC and
Congress and the letter agreement re: Amendment to Financing Agreements, dated
as of March 31, 1999, between LPC and Congress, is hereby amended to mean and
include all term loans now outstanding or hereafter made by Congress to LPC,
including, without limitation, the term loans made by Congress to LPC evidenced
by the December 1999 Additional LPC Term Note (as defined below), the LPC Sixth
Restated Note (as defined below) and any and all New Equipment Term Notes
heretofore or hereafter executed by LPC, as any such notes may hereafter be
amended, renewed, extended, restated or replaced.
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(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. Additional Term Loan. In order to evidence an additional one-time
advance to LPC (the "December 1999 Additional LPC Term Loan"), which shall be
made upon the effective date hereof, LPC is executing and delivering to Congress
a Term Promissory Note in the principal amount of $3,530,000 (the "December 1999
Additional LPC Term Note"). The Obligations evidenced by the December 1999
Additional LPC Term Note shall be payable, including interest and other amounts,
as provided therein and, to the extent not inconsistent with the terms of the
December 1999 Additional LPC Term Note, as provided in the other Financing
Agreements, and shall be secured by all Collateral.
3. Facility Amendment Fee. In consideration of Congress entering into
this Amendment, LPC shall, on the date hereof, pay to Congress or Congress shall
at its option, charge the account of LPC maintained by Congress, a facility
amendment fee in an amount equal to $7,000, which fee is fully earned as of the
date hereof.
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 and each instrument required to be executed and
delivered by LPC hereunder, 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 and therein constitute the legal, valid and
binding obligations of LPC enforceable against LPC in accordance with their
terms.
5. Use of Proceeds; Amended and Restated Note.
The proceeds of the December 1999 Additional LPC Term Loan to be
made by Congress pursuant to Paragraph 2 hereof shall be used as follows:
(a) the amount of $1,687,863 shall be applied to the outstanding
principal balance of the Fifth Amended and Restated Promissory Note, dated
January 28, 1999, which, as of the date hereof, has an outstanding principal
balance of $5,155,905, resulting in a remaining outstanding principal balance of
$3,468,042. Such remaining outstanding principal balance will be evidenced by
the execution and delivery by LPC to Congress of a Sixth Amended and Restated
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Promissory Note (as the same now exists or may hereafter be amended,
supplemented, renewed, extended, restated or replaced, the "LPC Sixth Restated
Note"). The Obligations evidenced by the LPC Sixth Restated Note shall be
payable, including interest and other amounts, as provided therein and, to the
extent not inconsistent with the terms of the LPC Sixth Restated Note, as
provided in the other Financing Agreements, and shall be secured by all
Collateral; and
(b) the amount of $1,129,500 shall be applied to the outstanding
principal balance of the New Equipment Term Note, dated December 16, 1998,
which, as of the date hereof, has an outstanding principal balance of
$1,129,500, resulting in a remaining outstanding principal balance of $0.
(c) the amount of $712,637 shall be credited to LPC's Revolving
Loan account maintained by Congress under the Financing Agreements.
6. 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) Congress shall have received an executed original or executed
original counterparts (as the case may be) of this Amendment together with the
following, each of which shall be in form and substance satisfactory to
Congress:
(i) the December 1999 Additional LPC Term Note;
(ii) the LPC Sixth Restated Note; and
(iii) certified resolutions of the Board of Directors of
LPC duly authorizing the execution and delivery of
this Amendment and the instruments and transactions
hereunder; and
(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.
7. 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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8. 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, including,
but not in limitation, the following:
(a) At Congress' request, LPC shall execute and deliver to
Congress such mortgage modification agreements or similar agreements with
respect to any and all properties of LPC which are encumbered by a mortgage or
deed of trust, as the case may be, in favor of Congress, to expressly secure,
without limitation, the notes evidencing the then current Term Loans and other
Financing Agreements evidencing the Obligations (it being agreed that the
absence of any such agreement shall not deprive Congress of the benefit of the
liens held by Congress on the real property covered by such mortgages or deeds
of trust, which shall continue to secure all Obligations); and
(b) In connection with such agreements under Section 8(a), LPC
shall arrange for the delivery, at LPC's expense, of an updated title insurance
policy and necessary endorsements thereto in favor of Congress, in form and
substance satisfactory to Congress, for each property that is subject to such
agreements.
9. 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.
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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
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AGREED AND ACCEPTED:
LEXINGTON PRECISION CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: President
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