Exhibit 10-221
January 3, 2003
Lexington Rubber Group, Inc., formerly
known as Lexington Components, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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 February
17, 2003 (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):
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(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 and an
executed copy of the Agreement, dated as of January 3, 2003, attached hereto as
Exhibit A, 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.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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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/ XXXXXXX X. XXXX
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Title: VICE PRESIDENT
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AGREED AND ACCEPTED:
LEXINGTON RUBBER GROUP, INC.
By: /s/ XXXXXXX X. XXXXX
------------------------------
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/ XXXXXXX X. XXXXX
-------------------------------
Title: CHAIRMAN OF THE BOARD
-------------------------------
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EXHIBIT A
AGREEMENT
This Agreement dated as of January 3, 2003 (the "Agreement"), among
Lexington Precision Corporation, a Delaware corporation (the "LPC"), Lexington
Rubber Group, Inc., a Delaware corporation formerly known as Lexington
Components, Inc. ("LRG"; LPC and LRG are referred to individually as "Borrower"
and collectively as the "Borrowers"), and Congress Financial Corporation
("Congress").
WHEREAS, Congress and each of the Borrowers have entered into an
Accounts Financing Agreement [Security Agreement] dated as of January 11, 1990,
as amended, and all supplements thereto and related financing and security
agreements (all of the foregoing, as the same have been or may be amended,
replaced, extended, modified, or supplemented, are referred to as the "Financing
Agreements").
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. WAIVER. Subject to paragraph 2 hereof, Congress hereby waives,
until February 17, 2003, any Event of Default resulting solely from the failure
of the LPC to pay any principal or interest due on (a) LPC's 14% Junior
Subordinated Notes due May 1, 2002, (b) LPC's Junior Subordinated Convertible
Increasing Rate Notes due May 1, 2000, (c) LPC's 12 3/4% Senior Subordinated
Notes due February 1, 2000, and/or (d) the 10-1/2% Senior Note due May 1, 2002,
of LPC and LRG (the indebtedness referred to in clauses (a), (b), and (c) is
referred to herein as the "Other Indebtedness").
2. RESCISSION OF WAIVERS. The foregoing waivers shall be
automatically rescinded, without notice to LPC or LRG, in the event that the
holder of any Other Indebtedness or trustee in respect thereof seeks to
accelerate the maturity of any such Other Indebtedness or to enforce or exercise
any remedies in respect thereto.
3. EFFECTIVE DATE.
This Agreement shall be deemed effective as of January 3,
2003.
4. REPRESENTATIONS AND WARRANTIES. Each of the parties represents
and warrants that: (a) the execution, delivery, and performance of this
Agreement have been duly authorized by all requisite action on its part; and (b)
this Agreement has been duly executed and delivered by it and constitutes its
legal, valid, and binding agreement, enforceable against it in accordance with
its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
the enforceability of creditors' rights generally or by general equitable
principles.
5. NO OTHER AMENDMENTS.
Except as set forth herein, all terms and provisions of the Financing Agreements
among Congress, LPC and LRG shall remain in full force and effect. Except as
expressly set forth
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herein, no other or further amendment, waiver or consent is implied by, and LPC
and LRG shall not be entitled to, any other or further amendment, waiver or
consent by virtue of the provisions of this Agreement. In addition, without
limiting the foregoing, the waivers of Congress set forth herein do not
constitute an agreement to, and LPC and LRG acknowledge that Congress may
decline to, grant any other or further waivers with respect to the subject
matter hereof or any other matters regardless of whether or not there occurs any
change in facts or circumstances relating to LPC and/or LRG.
6. GENERAL PROVISIONS.
(a) DEFINED TERMS. Capitalized terms used herein, unless
otherwise defined herein, shall have the meaning ascribed thereto in the
Financing Agreements.
(b) COUNTERPARTS. This Agreement may be executed by the
parties in any number of counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. This
Agreement may be signed by facsimile transmission of the relevant signature
pages hereof.
(c) GOVERNING LAW. This Agreement shall be governed by,
and construed and interpreted in accordance with, the internal laws of the State
of New York.
(d) SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and inure to the benefit of the successors and assigns of the
parties hereto.
(e) HEADINGS. The paragraph headings of this Agreement
are for convenience of reference only and are not to be considered in construing
this Agreement.
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IN WITNESS WHEREOF, each Borrower and Congress have caused
this Agreement to be duly executed and delivered as of the date first written
above.
LEXINGTON PRECISION CORPORATION
By:
---------------------------------
Name: XXXXXXX X. XXXXX
---------------------------------
Title: CHAIRMAN OF THE BOARD
---------------------------------
LEXINGTON RUBBER GROUP, INC.
By:
---------------------------------
Name: XXXXXXX X. XXXXX
---------------------------------
Title: CHAIRMAN OF THE BOARD
---------------------------------
CONGRESS FINANCIAL CORPORATION
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
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