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EXHIBIT 10.9
AGREEMENT
This Agreement dated as of July 31, 2000 (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 Bank One, NA (formerly known as Bank
One, Akron, NA) ("Lender").
WHEREAS, Lender and each of the Borrowers have entered into a certain
Credit Facility and Security Agreement dated as of January 31, 1997, including
Rider A thereto, as amended, modified, and supplemented, and certain mortgages,
security agreements, deeds of trust and other documents, instruments, and
agreements in connection therewith, and the Borrowers have executed certain
promissory notes in connection therewith (all of the foregoing, as amended,
modified, and supplemented, being referred to collectively as the "Loan
Documents").
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, the Lender hereby waives,
until November 1, 2000, any Default or Event of Default under any of the Loan
Documents resulting solely from the failure of LPC to pay any principal or
interest due on February 1, 2000, May 1, 2000, or August 1, 2000, in respect of
(a) LPC's 14% Junior Subordinated Notes due August 1, 2000, (b) LPC's Junior
Subordinated Convertible Increasing Rate Notes due May 1, 2000, and/or (c) LPC's
12 3/4% Senior Subordinated Notes due February 1, 2000 (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rescinded, without notice to LPC or LRG, in the event that the holder of any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 July 31, 2000.
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 Loan
Documents among Lender, LPC and LRG shall remain in full force and effect.
Except as expressly set forth herein, no other or further amendment, waiver or
consent is implied by, and LPC and LRG shall not be entitled to,
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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
Lender set forth herein do not constitute an agreement to, and LPC and LRG
acknowledge that Lender 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 Loan Documents.
(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 Lender have caused this Agreement
to be duly executed and delivered as of the date first written above.
LEXINGTON PRECISION CORPORATION
By: Michael A. Lubin
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Name: Michael A. Lubin
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Title: Chairman of the Board
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LEXINGTON RUBBER GROUP, INC.
By: Michael A. Lubin
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Name: Michael A. Lubin
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Title: Chairman of the Board
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BANK ONE, NA
By: Rudolf G. Bentlage
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Name: Rudolf G. Bentlage
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Title: Vice President
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