Exhibit 10.1



 






Exhibit 10-1
[Execution]




AMENDMENT NO. 6 TO AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT




     AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of September 30,
2005, by and among Lexington Precision Corporation, a Delaware corporation (“LPC”), Lexington
Rubber Group, Inc., a Delaware corporation (“LRG” and together with LPC, individually, each a
“Borrower” and collectively, “Borrowers”), the parties to the Loan Agreement (as hereinafter
defined) as lenders (each individually, a “Lender” and collectively, “Lenders”) and Wachovia Bank,
National Association, a national banking association, (as successor by merger to Congress Financial
Corporation), in its capacity as agent for Lenders (in such capacity, “Agent”).



WITNESSETH:




     Whereas, Agent, Lenders and Borrowers have entered into financing arrangements pursuant to
which Lenders (or Agent on behalf of Lenders) have made and may make loans and advances to
Borrowers as set forth in the Amended and Restated Loan and Security Agreement, dated December 18,
2003, by and among Borrowers, Agent, and Lenders, as amended by Amendment No. 1 to Amended and Restated Loan and Security
Agreement, dated as of March 31, 2004, by and among Borrowers, Agent and Lenders, Amendment No. 2
to Amended and Restated Loan and Security Agreement, dated as of August 16, 2004, by and among
Borrowers, Agent and Lenders, Amendment No. 3 to Amended and Restated Loan and Security Agreement,
dated as of September 3, 2004, by and among Borrowers, Agent and Lenders, Amendment No. 4 to
Amended and Restated Loan and Security Agreement, dated as of January 27, 2005, by and among
Borrowers, Agent and Lenders, and Amendment No. 5 to Amended and Restated Loan and Security
Agreement, dated as of June 24, 2005, by and among Borrowers, Agent and Lenders (as the same now
exists and is amended hereby or may hereafter be further amended, modified, supplemented, extended,
renewed, restated or replaced, the “Loan Agreement”), and other agreements, documents and
instruments at any time executed and/or delivered in connection therewith (all of the foregoing,
including the Loan Agreement, as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the
“Financing Agreements”).



     WHEREAS, Borrowers have requested that Agent and Lenders agree to certain amendments to the
Loan Agreement, and Agent and Lenders are willing to agree to such amendments, subject to the terms
and conditions contained herein; and



     WHEREAS, by this Amendment No. 6, Borrowers, Agent and Lenders intend to evidence such
amendments.



     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants
contained herein, the parties hereto agree as follows:



 









 





SECTION 1. Definitions.




          1.1 Defined Terms. For purposes of this Amendment No. 6, unless otherwise defined
herein, all terms used herein, including, but not limited to, those terms used and/or defined in
the recitals above, shall have the respective meanings assigned to such terms in the Loan
Agreement.




          1.2 Additional Definitions. As used herein, the following terms shall have the
respective meanings given to them below and the Loan Agreement shall be deemed and is hereby
amended to include, in addition and not in limitation, each of the following definitions:




          (a) “Amendment No. 6” shall mean this Amendment No. 6 to Amended and Restated Loan and
Security Agreement by and among Agent, Lenders and Borrowers as the same now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, and the Loan
Agreement shall be deemed and is hereby amended to include, in addition and not in limitation of,
such definition.




SECTION 2. Amendments to the Loan Agreement.




          2.1 Rubber Group Reserve. Section 1.122 of the Loan Agreement is hereby deleted in
its entirety and replaced with the following:




          “1.122 [Intentionally left blank]”




          2.2 Net Worth. Section 9.17 of the Loan Agreement is hereby deleted in its entirety
and replaced with the following:





“9.17 Net Worth. Borrowers (on a consolidated basis) shall, as of the end
of each month, have a Net Worth of not less than the amount set forth below with
respect to such month (the numbers below in parentheses indicate a negative amount):



	 	 	 	 	 
	Month	 	Minimum Net Worth
	June 2004
	 	$	(16,200,000	)
	 
	 	 	 	 
	July 2004
	 	$	(17,200,000	)
	 
	 	 	 	 
	August 2004 and each month thereafter through and
including March 2005
	 	$	(17,500,000	)
	 
	 	 	 	 
	April 2005 and May 2005
	 	$	(17,300,000	)
	 
	 	 	 	 
	June 2005 and each month thereafter through and
including September 2005
	 	$	(17,000,000	)
	 
	 	 	 	 
	October 2005 and each month thereafter
	 	$	(18,500,000	)”






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          2.3 Minimum EBITDA. Section 9.18 of the Loan Agreement is hereby deleted in its
entirety and replaced with the following:




          “9.18 Minimum EBITDA.





     The EBITDA of Borrowers (on a consolidated basis) for the immediately preceding
twelve (12) consecutive months (treated as a single accounting period) as of the end
of each month set forth below shall be not less than the amount set forth below with
respect to such month:



	 	 	 	 	 
	Month	 	Minimum EBITDA
	December 2004
	 	$	11,500,000	 
	 
	 	 	 	 
	January 2005
	 	$	11,500,000	 
	 
	 	 	 	 
	February 2005
	 	$	11,500,000	 
	 
	 	 	 	 
	March 2005
	 	$	11,500,000	 
	 
	 	 	 	 
	April 2005
	 	$	12,000,000	 
	 
	 	 	 	 
	May 2005
	 	$	12,500,000	 
	 
	 	 	 	 
	June 2005
	 	$	12,000,000	 
	 
	 	 	 	 
	July 2005
	 	$	12,000,000	 
	 
	 	 	 	 
	August 2005
	 	$	12,500,000	 
	 
	 	 	 	 
	September 2005 and each month thereafter
	 	$	11,000,000	”






          2.4 Fixed Charge Coverage Ratio. Section 9.19 of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:




          “The Fixed Charge Coverage Ratio of Borrowers (on a consolidated basis) for the immediately
preceding twelve (12) consecutive months (treated as a single accounting period) as of the last day
of each fiscal quarter set forth below shall be not less than the ratio set forth below with
respect to such fiscal quarter:







	 	 	 	 	 
	Fiscal Quarter Ending	 	Ratio
	December 31, 2004
	 	 	0.55:1	 
	 
	 	 	 	 
	March 31, 2005
	 	 	0.60:1	 





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	Fiscal Quarter Ending	 	Ratio
	June 30, 2005
	 	 	0.75:1	 
	 
	 	 	 	 
	September 30, 2005 and the last day of each fiscal quarter
thereafter
	 	 	0.65:1	”





SECTION 3. Additional Events of Default. The parties hereto acknowledge, confirm and agree
that the failure of any Borrower to comply with any of the covenants, conditions and agreements
contained herein or in any other agreement, document or instrument at any time executed by any
Borrower in connection herewith, shall
constitute an Event of Default under the Financing Agreements.



SECTION 4. Representations and Warranties. Borrowers, jointly and severally, represent,
warrant and covenant with and to Agent and Lenders as follows, which representations, warranties
and covenants are continuing and shall survive the execution and delivery hereof, the truth and
accuracy of, or compliance with each, together with the representations, warranties and covenants
in the other Financing Agreements, being a continuing condition of the making of any Loans by
Lenders to Borrowers:




          4.1 As of the date hereof and after giving effect to this Amendment No. 6, no Default or
Event of Default has occurred and is continuing.




          4.2 Amendment No. 6 has been duly executed and delivered by Borrowers and is in full force
and effect as of the date hereof and the agreements and obligations of Borrowers contained herein
constitute legal, valid and binding obligations of Borrowers enforceable against Borrowers in
accordance with their respective terms.



SECTION 5. Conditions Precedent. This Amendment No. 6 shall be effective as of the date
hereof but only upon the satisfaction of each of the following conditions precedent in a manner
satisfactory to Agent:




          5.1 Agent shall have received an original of this Amendment No. 6, duly authorized, executed
and delivered by each Borrower;




          5.2 Agent shall have received a fully-executed copy of an amendment to the Term Loan Lender
Agreements, in form and substance satisfactory to Agent;




          5.3 Agent shall have received, in form and substance satisfactory to Agent, a consent to the
transactions set forth in this Amendment No. 6 duly authorized, executed and delivered by Ableco,
as Term Loan Lender; and




          5.4 no Default or Event of Default shall exist or have occurred and be continuing (after
giving effect to the amendments and waivers set forth in this Amendment No. 6).




4









 







SECTION 6. Consent. Agent and Lenders by their signatures below hereby consent to
Borrowers entering into Amendment No. 6 to Loan and Security Agreement between Borrowers and Term
Loan Lender, in substantially the form annexed hereto as EXHIBIT A.



SECTION 7. General.




          7.1 Except as modified pursuant hereto, no other changes or modifications to the Financing
Agreements are intended or implied and in all other respects the Financing Agreements are hereby
specifically ratified, restated and confirmed by all parties hereto as of the date hereof. To the
extent of conflict between the terms of this Amendment No. 6 and the Financing Agreements, the
terms of this Amendment No. 6 shall control.




          7.2 The parties hereto shall execute and deliver such additional documents and take such
additional actions as may be necessary to effectuate the provisions and purposes of this Amendment
No. 6.




          7.3 The rights and obligations hereunder of each of the parties hereto shall be governed by
and interpreted and determined in accordance with the laws of the State of New York, but excluding
any principles of conflicts of law or other rule of law that would result in the application of
the law of any jurisdiction other than the laws of the State of New York.




          7.4 This Amendment No. 6 is binding upon and shall inure to the benefit of Agent, Lenders and
Borrowers and their respective successors and assigns.




          7.5 The execution of this Amendment No. 6 by the Agent and Lenders represents the consent and
authorization of the Required Lenders under the Loan Agreement with respect to the matters set
forth herein.




          7.6 This Amendment No. 6 may be executed in one or more counterparts, each of which when so
executed shall be deemed to be an original but all of which when taken together shall constitute
one and the same instrument. In making proof of this Amendment No. 6, it shall not be necessary
to produce or account for more than one counterpart thereof signed by each of the parties hereto.
Delivery of an executed counterpart of this Amendment No. 6 by telefacsimile shall have the same
force and effect as delivery of an original executed counterpart of this Amendment No. 6. Any
party delivering an executed counterpart of this Amendment No. 6 by telefacsimile also shall
deliver an original executed counterpart of this Amendment No. 6, but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and binding effect of
this Amendment No. 6 as to such party or any other party.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





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     IN WITNESS WHEREOF, Agent, Lenders and Borrowers have caused this Amendment No. 6 to be duly
executed as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	LEXINGTON PRECISION CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	  /s/ Warren Delano	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Title: President	 	 
	 
	 	 	 	 	 	 
	 	 	LEXINGTON RUBBER GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	  /s/ Warren Delano	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Chairman	 	 






AGREED:




WACHOVIA BANK, NATIONAL ASSOCIATION

(successor by merger to Congress Financial Corporation),

as Agent and Lender




	 	 	 	 	 
	By:

	 	  /s/ Herbert C. Korn
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title: VP	 	 
	 
	 	 	 	 
	ABLECO FINANCE LLC,	 	 
	as Lender	 	 
	 
	 	 	 	 
	By:

	 	  /s/ Dan Wolf	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title: SVP