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Exhibit 10-102
NOTE AMENDMENT
(10-1/2% Senior Unsecured Note)
This Amendment No. 1 to Note dated as of January 28, 2000 (the
"Amendment"), between Lexington Precision Corporation, a Delaware corporation
(the "Company"), and Tri-Links Investment Trust, a Delaware trust (as
successor-in-trust to Nomura Holding America, Inc.) ("Tri-Links").
WHEREAS, Tri-Links is the holder of that certain 10-1/2% Senior
Unsecured Note due February 1, 2000, of the Company in the original principal
amount of the U.S. $7,500,000, dated October 27, 1997, No.
SU-1 (the "Original Note");
WHEREAS, the Company and Tri-Links desire to amend the Original Note on
and subject to the terms hereof;
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. Amendment of Original Note.
(a) The first paragraph on page 1 of the Original Note is
hereby amended to extend the maturity date of the Original Note from February 1,
2000, to May 1, 2000, by replacing the reference to "February 1, 2000," with May
1, 2000.
(b) The second sentence of Paragraph 1 of the Original Note is
hereby amended to read in its entirety as follows:
The Company will pay interest (a) quarterly on
February 1, May 1, August 1, and November 1 of each year
(each, a "Quarterly Interest Payment Date"), commencing on
November 1, 1997, and continuing until February 1, 2000, and
(b) monthly, on the first day of each month, commencing March
1, 2000 (each, a "Monthly Interest Payment Date"; and each
Monthly Interest Payment Date and Quarterly Interest Payment
Date being sometimes referred to as an "Interest Payment
Date").
(c) The first sentence of Section 2.1 of the Original Note is
hereby amended to read in its entirety as follows:
2.1 The Company shall pay interest on each Note
(except Defaulted Interest, as hereinafter defined) to the
person who is the registered holder of a Note ("Noteholder" or
"Holder") at the close of business on (a) January 15, April
15, July 15, or October 15 preceding each Quarterly Interest
Payment Date and (b) on the fifteenth day of the month
immediately preceding each Monthly Interest Payment Date.
2. Effective Date.
This Amendment shall be deemed effective as of January 31,
2000. Tri-Links hereby waives any Default or Event of Default as a result of the
failure to pay the principal amount of the Original Note on February 1, 2000.
Tri-Links agrees that interest shall be paid at the rate set forth in paragraph
1 of the Original Note and that the provisions of paragraphs 2.2 and 4(b) of the
Original Note
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shall not apply to any payment which is made when due on the Original Note, as
amended pursuant to Section 1 of this Amendment.
3. Applicability; Legend.
This Amendment shall amend the Original Note and each Note
issued upon transfer of, in exchange for or in lieu of the Original Note or any
other Note. Tri-Links agrees that it will cause the following legend to be
placed prominently on the Original Note and that any Note or Notes issued by the
Company upon transfer of, in exchange for, or in lieu of the Original Note or
any other Note shall have such legend placed thereon:
THIS NOTE HAS BEEN AMENDED PURSUANT TO THAT CERTAIN AMENDMENT
NO. 1 TO NOTE DATED AS OF JANUARY 28, 2000, A COPY OF WHICH IS
AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY AT 767 LEXINGTON
AVENUE, 29TH FLOOR, NEW YORK, NEW YORK, AND REFERENCE SHOULD BE MADE
THERETO FOR THE TERMS THEREOF.
4. Representations and Warranties. Each of the parties represents and
warrants that: (a) the execution, delivery and performance of this Amendment
have been duly authorized by all requisite action on its part; and (b) this
Amendment 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 general equitable principles.
5. No Other Amendments.
Except as expressly amended, waived, modified, and
supplemented hereby, the Original Note shall remain in full force and effect in
accordance with its terms.
6. General Provisions.
(a) Defined Terms. Capitalized terms used herein, unless
otherwise defined herein, shall have the meaning ascribed thereto in the
Original Note.
(b) Counterparts. This Amendment 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
Amendment may be signed by facsimile transmission of the relevant signature
pages hereof.
(c) Governing Law. This Amendment 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 Amendment shall be binding
upon and inure to the benefit of the successors and assigns of the parties
hereto and any and all transferees and holders of the Original Note or any other
Note.
(e) Headings. The paragraph headings of this Amendment are for
convenience of reference only and are not to be considered in construing this
Amendment.
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IN WITNESS WHEREOF, the Company and Tri-Links have caused this
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers effective as of the first date written above.
LEXINGTON PRECISION CORPORATION
By: /s/ Warren Delano
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Name: Warren Delano
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Title: President
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TRI-LINKS INVESTMENT TRUST by
Wilmington Trust Company as Owner Trustee
By: /s/ David A. Vanaskey, Jr.
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Name: David A. Vanaskey, Jr.
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Title: Vice President
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CONSENT
The undersigned, Lexington Rubber Group, Inc. (formerly Lexington
Components, Inc.), a Delaware corporation, hereby consents to Amendment No. 1 to
Note (the "Amendment") dated as of January 28, 2000, and effective as of
January 31, 2000, between Lexington Precision Corporation (the "Company") and
Tri-Links Investment Trust (as successor-in-interest to Nomura Holding America,
Inc.), which amends the Company's 10"% Senior Unsecured Notes due February 1,
2000 (the "Original Notes"), and hereby confirms and agrees that its Guarantee
of the Original Notes shall continue to be in full force and effect and shall
apply to the Original Notes as amended by the Amendment and that all references
in said Guarantee to "Note" or "Notes" shall refer to the Note or Notes as
amended by the Amendment.
LEXINGTON RUBBER GROUP, INC.
By: /s/ Warren Delano
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Name: Warren Delano
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Title: President
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