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Exhibit 10-100
AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT
This Amendment No. 5 (the "Amendment") dated as of December
31, 1999, to Loan and Security Agreement by and between THE CIT GROUP/EQUIPMENT
FINANCING, INC. ("Lender"), and Lexington Precision Corporation ("LPC").
WHEREAS, Lender and LPC are parties to a Loan and Security
Agreement dated as of March 19, 1997, including Rider A thereto (the
"Agreement").
WHEREAS, LPC 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 meanings ascribed thereto in the Agreement.
2. The definition of Cash Flow Coverage Ratio in Section 1 of
Rider A to the Agreement is hereby amended in its entirety to read as follows:
"Cash Flow Coverage Ratio": with respect to Debtor shall mean
as of any date, the sum of Debtor's net income, depreciation
and amortization for its four most recent fiscal quarters less
its dividends paid during such period divided by the current
portion of its long term debt, other than its 12.75% senior
subordinated notes due February 1, 2000 in the original
principal amount of $31,720,125.00, its 14% junior
subordinated notes due May 1, 2000, in the original principal
amount of $346,666.67, its 14% junior subordinated convertible
increasing rate notes due May 1, 2000, in the original
principal amount of $1,000,000.00, its 10.5% senior unsecured
note due February 1, 2000, in the original principal amount of
$7,500,000.00, the 12% mortgage note of its wholly-owned
subsidiary, Lexington Rubber Group, Inc., formerly known as
Lexington Components, Inc. ("LCI"), due January 31, 2000, in
the original principal amount of $1,370,015.65 and that
portion of the term loans payable by LCI or LPC to Bank One
Akron, N.A., Congress Financial Corporation, or Lender that is
not scheduled to be repaid within one year after the date of
the financial statements with respect to which the calculation
of the Cash Flow Coverage Ratio is being made but nevertheless
is classified as a current liability solely because of
defaults on Indebtedness other than Indebtedness payable to
Lender; provided, that for the purposes of this calculation
the Debtor's results of operations shall exclude any
write-down or write-off of assets (whether tangible or
intangible) of any manufacturing facility or business unit of
the Debtor which is recorded by Debtor as a result of the
restructuring, relocation, shut-down 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
Long-Lived Assets to be Disposed of.
3. 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
Agreement to be duly executed and delivered by their respective duly authorized
officers as of the day and year first written above
THE CIT GROUP/EQUIPMENT FINANCING, INC.
By: /s/ Xxxxxxx Xxxxxx
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Title: Vice President
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LEXINGTON PRECISION CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Senior Vice President and Chief Financial Officer
