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EXHIBIT 10.3
AGREEMENT
(14% Junior Subordinated Notes)
This Agreement dated as of July 31, 2000 (the "Agreement"), between
Lexington Precision Corporation, a Delaware corporation (the "Company"), and
Michael A. Lubin ("Holder").
WHEREAS, Holder is the holder of certain 14% Junior Subordinated Notes
due August 1, 2000, of the Company in the aggregate original principal amount of
the U.S. $346,666.67 (individually, a "Note" and collectively, the "Notes");
WHEREAS, the Company and Holder desire to, among other things, extend
the maturity date of the Notes, defer the payment of certain interest on the
Notes, and provide for the waiver of certain events of default, all 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, the Holder hereby waives any
Event of Default under the Notes resulting solely from the failure of the
Company to pay any principal or interest due on February 1, 2000 in respect of
the Company's 12 3/4% Senior Subordinated Notes due February 1, 2000 (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automatically rescinded, without notice to the Company, in the event that the
holders of the Other Indebtedness, or the trustee in respect thereof, seeks to
enforce or exercise any remedies in respect thereof.
3. MODIFICATION OF NOTES.
Notwithstanding anything to the contrary in the Notes, the Company and
the Holder hereby agree that (a) the maturity date of the Notes is extended to
November 1, 2000, and (b) the interest on the Notes that is due and payable on
August 1, 2000 (the "August 2000 Interest Payment"), will be deemed to be
Defaulted Interest but will be payable on the earlier of (i) November 1, 2000,
or (ii) a date that is substantially contemporaneous with the amendment of the
Other Indebtedness, 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 July 31, 2000. This
Agreement shall modify each Note and any replacement note issued upon transfer
of, in exchange for, or in lieu of any Note or any replacement note. Holder
agrees that Holder will cause the following legend to be placed prominently on
each Note and that any replacement note or notes issued by the Company upon
transfer of, in exchange for, or in lieu of the Note or any replacement note
shall have such legend placed thereon:
THIS NOTE HAS BEEN MODIFIED PURSUANT TO THOSE CERTAIN
AGREEMENTS DATED AS OF JANUARY 31, 2000, APRIL 30, 2000, AND JULY 31,
2000, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE OFFICES OF
THE
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COMPANY AT 767 THIRD 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 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 the 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 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 Amendment 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 Notes or any replacement 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 Holder 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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Michael A. Lubin
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Michael A. Lubin