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EXHIBIT 4-13
AGREEMENT
(Junior Subordinated Convertible Increasing Rate Notes)
This Agreement dated as of January 31, 2000 (the "Agreement"), among
Lexington Precision Corporation, a Delaware corporation (the "Company"), Michael
A. Lubin ("Lubin"), and Warren Delano ("Delano"; Lubin and Delano are sometimes
referred to herein individually as "Holder" and collectively as the "Holders").
WHEREAS, Lubin and Delano are the holders of certain Junior
Subordinated Convertible Increasing Rate Notes due May 1, 2000, of the Company
in the aggregate original principal amounts of the U.S. $505,000 and $495,000,
respectively (individually, an "Original Note" and collectively, the "Original
Notes");
WHEREAS, the Company and Holders desire to, among other things, defer
the payment of certain interest on the Original Notes 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. Waiver. Subject to paragraph 2 hereof, each Holder hereby waives any
Event of Default under the Original Notes resulting solely from (a) the failure
of the Company to pay the interest on the Original Notes which is due on
February 1, 2000 or (b) the failure of the Company to pay any principal or
interest due on February 1, 2000 in respect of (i) the Company's 14% Junior
Subordinated Notes due May 1, 2000, and/or (ii) the Company's 12-3/4% Senior
Subordinated Notes due February 1, 2000 (the indebtedness referred to in clauses
(i), (ii) and (iii) is referred to herein as the "Other Indebtedness").
2. Rescission of Waivers. The waivers in paragraph 1(b) hereof shall be
automatically rescinded, without notice to the Company, in the event that the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 thereof.
3. Modification of Original Notes.
Notwithstanding anything to the contrary in the Original
Notes, the Company and each Holder hereby agree that the interest on the
Original Notes which is due and payable on February 1, 2000 (the "February 2000
Interest Payment"), will be deemed to be Defaulted Interest but will be payable
on the earlier of (i) May 1, 2000, or (ii) substantially contemporaneously with
the amendment of the Company's 12-3/4% Senior Subordinated Notes due February 1,
2000, as contemplated by the Company's Consent Solicitation Statement dated
December 28, 1999.
4. Effective Date; Applicability; Legend.
This Agreement shall be deemed effective as of January 31,
2000. This Agreement shall modify each Original Note and each Note issued upon
transfer of, in exchange for, or in lieu of any Original Note or any other Note.
Each Holder agrees that the Holder will cause the following legend to be placed
prominently on each Original Note and that any Note or Notes issued by the
Company upon
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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 MODIFIED PURSUANT TO THAT CERTAIN AGREEMENT
DATED AS OF JANUARY 31, 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.
5. 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 his or its part; and (b)
this Agreement has been duly executed and delivered by him or it and constitutes
his or its legal, valid, and binding agreement, enforceable against him or 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.
6. No Other Amendments.
Except as expressly amended, waived, modified, and
supplemented hereby, each Original Note shall remain in full force and effect in
accordance with its terms. Without limiting the generality of the foregoing,
except as set forth in Section 1, 2 or 3 of this Agreement, nothing herein shall
constitute a waiver of any rights or remedies of any Holder upon the occurrence
of any Event of Default.
7. General Provisions.
(a) Defined Terms. Capitalized terms used herein, unless
otherwise defined herein, shall have the meaning ascribed thereto in the
Original Notes.
(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 heirs, successors, and assigns of the
parties hereto and any and all transferees and holders of the Original Notes or
any other Note.
(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, the Company and each Holder have caused
this Agreement to be duly executed and delivered as of the date first written
above.
LEXINGTON PRECISION CORPORATION
By: /s/ Warren Delano
Name: Warren Delano
Title: President
/s/ Michael A. Lubin
Michael A. Lubin
/s/ Warren Delano
Warren Delano
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