Exhibit 10-3
AGREEMENT
This Agreement dated as of April 30, 2002 (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 July 31, 2002, 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, August 1, 2000, November 1, 2000,
February 1, 2001, May 1, 2001, August 1, 2001, November 1, 2001, February 1,
2002, or May 1, 2002, in respect of (a) LPC's 14% Junior Subordinated Notes due
February 1, 2002, (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rescinded, without notice to LPC or LRG, in the event that the holder of any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 April 30, 2002.
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, 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: Randy Abrams
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Name: Randy Abrams
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Title: Assistant Vice President
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