Exhibit 10-230
BANK ONE, NA
600 SUPERIOR AVENUE
CLEVELAND, OHIO 44114
March 28, 2003
Lexington Precision Corporation
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and
Lexington Rubber Group, Inc.
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Attention: Michael A. Lubin, Chairman of Board
Reference is made to the Credit Facility and Security Agreement among Lexington
Precision Corporation ("Lexington Precision"), Lexington Rubber Group, Inc.
(f/k/a Lexington Components, Inc.) ("Lexington Rubber", and together with
Lexington Precision, the "Borrowers"), and Bank One, NA, (f/k/a Bank One, Akron
NA) ("Bank"), dated as of January 31, 1997, as amended and as it may be further
amended, restated or otherwise modified from time to time (the "Credit
Agreement"). Capitalized terms used in this letter and not defined herein shall
have the respective meanings ascribed to them in the Credit Agreement.
Borrowers have requested that Bank waive Borrowers' failure to comply with
Paragraph 2.A. of Rider A to the Credit Agreement (pertaining to Borrowers'
minimum Tangible Net Worth) for the months of January 2003 and February 2003.
Such Events of Default committed by Borrowers under the Credit Agreement are
referred to in this letter as the "Existing Defaults." The purpose of this
correspondence is to document our mutual understandings and agreements as a
result of the Existing Defaults.
Bank hereby agrees to waive the Existing Defaults subject to the terms and
conditions expressed herein. This waiver letter ("Waiver Letter") shall serve as
evidence of such waiver as of the date of this Waiver Letter.
Except as otherwise expressly specified in this Waiver Letter, the Credit
Agreement shall remain in full force and effect and is unaffected hereby. This
Waiver Letter is not intended, nor shall it, establish any course of dealing
among Borrowers and Bank that is inconsistent with the express terms of the
Credit Agreement. This Waiver Letter shall not be construed as a waiver of any
other covenants or as a consent to any other transactions.
Borrowers hereby waive and release Bank and its respective directors, officers,
employees, attorneys, affiliates and subsidiaries from any and all claims,
offsets, defenses and counterclaims of which
Borrowers are aware in connection with the Credit Agreement and all Credit
Documents, such waiver and release being with full knowledge and understanding
of the circumstances and effect thereof and after having consulted legal counsel
with respect thereto.
This letter may be executed in any number of counterparts, by different parties
hereto in separate counterparts and by facsimile signature, each of which when
so executed and delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same document.
Each reference that is made in the Credit Agreement or any other writing to the
Credit Agreement shall hereafter be construed as a reference to the Credit
Agreement as modified by the terms of this letter. Except as herein otherwise
specifically provided, all provisions of the Credit Agreement shall remain in
full force and effect and be unaffected hereby. This letter is a Credit Document
as defined in the Credit Agreement.
The rights and obligations of all parties hereto shall be governed by the laws
of the State of Ohio, without regard to principles of conflicts of laws.
Please execute a copy of this letter to evidence your agreement to, and
understanding and acknowledgement of, the foregoing terms of this letter. Please
return the signed copy via federal express and telecopy to Sally Barton, Vice
President, Bank One, NA, 600 Superior Avenue, Cleveland, Ohio 44114 telecopy
number (216) 781-2533. If you have any questions, please call Sally Barton at
(216) 781-2392.
BANK ONE, NA
By: /s/ Sally Barton
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Its: Vice President
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The undersigned acknowledges receipt and accepts the terms of the
foregoing Waiver Letter as of the 28th day of March, 2003.
LEXINGTON PRECISION CORPORATION LEXINGTON RUBBER GROUP, INC.
(f/k/a Lexington Components, Inc.)
By: /s/ Dennis J. Welhouse By: /s/ Dennis J. Welhouse
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Its: Senior VP and CFO Its: Senior VP and CFO
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