Exhibit 10-1
AGREEMENT
(14% Junior Subordinated Notes)
This Agreement dated as of October 31, 2001 (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 November 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shall be automatically rescinded, without notice to the Company, in the event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 February 1, 2002, and (b) the interest on the Notes that is due and
payable on November 1, 2001 (the "November 2001 Interest Payment"), will be
deemed to be Defaulted Interest but will be payable on February 1, 2002.
4. Effective Date; Applicability; Legend.
This Agreement shall be deemed effective as of October 31,
2001. 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, JULY 31, 2000,
OCTOBER 31, 2000, JANUARY 31, 2001, APRIL 30, 2001, JULY 31, 2001, AND
OCTOBER 31, 2001, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE
OFFICES OF THE 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.
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