EXHIBIT 10.4
PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT ("Pledge Agreement"), dated
December ___, 2003, is by LEXINGTON PRECISION CORPORATION, a Delaware
corporation ("Pledgor"), with its chief executive office at 767 Third Avenue,
New York, New York 10017, to and in favor of CONGRESS FINANCIAL CORPORATION, a
Delaware corporation, in its capacity as agent pursuant to the Loan Agreement
(as hereinafter defined) acting for and on behalf of the parties thereto as
lenders (in such capacity, "Pledgee").
W I T N E S S E T H:
WHEREAS, Pledgor is now the direct and beneficial owner of all of the
issued and outstanding shares of capital stock of Lexington Rubber Group, Inc.,
a Delaware corporation ("Issuer"), as described on Exhibit A annexed hereto and
made a part hereof (the "Pledged Securities");
WHEREAS, Issuer, Pledgor, Pledgee and the parties to the Loan Agreement
as lenders (individually, each a "Lender" and collectively, "Lenders") have
entered into or are about to enter into financing arrangements pursuant to which
Lenders (or Pledgee on behalf of Lenders) may make loans and advances and
provide other financial accommodations to Pledgor and Issuer as set forth in the
Amended and Restated Loan and Security Agreement, dated of even date herewith,
by and among Issuer, Pledgor, Pledgee and Lenders (as the same now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced, the "Loan Agreement") and other agreements, documents and instruments
referred to therein or at any time executed and/or delivered in connection
therewith or related thereto, including, but not limited to, this Pledge
Agreement (all of the foregoing, together with the Loan Agreement, as the same
now exist or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced, being collectively referred to herein as the
"Financing Agreements");
WHEREAS, in order to induce Pledgee and Lenders to enter into the Loan
Agreement and the other Financing Agreements and to make loans and advances and
provide other financial accommodations to Pledgor and Issuer pursuant thereto,
Pledgor has agreed to secure the payment and performance of the Obligations (as
hereinafter defined) and to accomplish same by (i) executing and delivering to
Pledgee this Pledge Agreement, (ii) delivering to Pledgee the Pledged Securities
which are registered in the name of Pledgor, together with appropriate powers
duly executed in blank by Pledgor, and (iii) delivering to Pledgee, at Pledgee's
reasonable request, any and all other documents which Pledgee deems necessary to
protect Pledgee's interests hereunder.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Pledgor hereby agrees as follows:
1. GRANT OF SECURITY INTEREST
As collateral security for the prompt performance, observance and full
and final payment of all of the Obligations, Pledgor hereby assigns, pledges,
hypothecates, transfers and sets over to Pledgee and grants to Pledgee (for
itself and the ratable benefit of Lenders) a security interest in and lien upon:
(a) the Pledged Securities, together with all cash dividends, stock dividends,
interests, profits, redemptions, warrants, subscription rights, stock,
securities options, substitutions, exchanges and other distributions now or
hereafter distributed by Issuer or which may hereafter be delivered to the
possession of Pledgor or Pledgee with respect thereto, (b) Pledgor's records
with respect to the foregoing, and (c) the proceeds of all of the foregoing (all
of the foregoing being collectively referred to herein as the "Pledged
Property").
2. OBLIGATIONS SECURED
The security interest, lien and other interests granted to Pledgee (for
itself and the ratable benefit of Lenders) pursuant to this Pledge Agreement
shall secure the prompt performance and payment in full of any and all
obligations, liabilities and indebtedness of every kind, nature and description
owing by Pledgor to Pledgee and/or any Lender and/or their respective
affiliates, including principal, interest, charges, fees, costs and expenses,
however evidenced, whether as principal, surety, endorser, guarantor or
otherwise, arising under this Pledge Agreement, the Loan Agreement or the other
Financing Agreements, whether now existing or hereafter arising, whether arising
before, during or after the initial or any renewal term of the Loan Agreement or
after the commencement of any case with respect to Pledgor under the United
States Bankruptcy Code or any similar statute (including, without limitation,
the payment of interest and other amounts which would accrue and become due but
for the commencement of such case, whether or not such amounts are allowed or
allowable in whole or in part in such case), whether direct or indirect,
absolute or contingent, joint or several, due or not due, primary or secondary,
liquidated or unliquidated, secured or unsecured (all of the foregoing being
collectively referred to herein as the "Obligations").
3. REPRESENTATIONS, WARRANTIES AND COVENANTS
Pledgor hereby represents, warrants and covenants with and to Pledgee
and Lenders the following (all of such representations, warranties and covenants
being continuing so long as any of the Obligations are outstanding):
(a) The Pledged Securities are duly authorized, validly issued, fully
paid and non-assessable capital stock of Issuer and constitute Pledgor's entire
equity interest in Issuer and are not registered, nor has Pledgor authorized the
registration thereof, in the name of any person or entity other than Pledgor or
Pledgee.
(b) The Pledged Property is directly, legally and beneficially owned by
Pledgor, free and clear of all claims, liens, pledges and encumbrances of any
kind, nature or description, except for the pledge and security interest in
favor of Pledgee hereunder and under the Loan Agreement, for itself and the
ratable benefit of Lenders, and the pledges and security interests permitted
under the Loan Agreement.
(c) The Pledged Property is not subject to any restrictions relative to
the transfer thereof and Pledgor has the right to transfer and hypothecate the
Pledged Property free and clear of any liens, encumbrances or restrictions,
except as provided in or pursuant to the Financing Agreements.
(d) The Pledged Property is duly and validly pledged to Pledgee, for
itself and the ratable benefit of Lenders, and no consent or approval of any
governmental or regulatory authority or of any securities exchange or the like,
nor any consent or approval of any other third party, was or is necessary to the
validity and enforceability of this Pledge Agreement.
(e) Pledgor authorizes Pledgee to: (i) store, deposit and safeguard the
Pledged Property, (ii) perform any and all other acts which Pledgee in good
faith deems necessary or appropriate for the protection and preservation of the
Pledged Property or its value or Pledgee's security interest therein and (iii)
pay any charges or expenses which Pledgee deems necessary for the foregoing
purpose, but without any obligation to do so. Any obligation of Pledgee for
reasonable care for the Pledged Property in Pledgee's possession shall be
limited to the same degree of care which Pledgee uses for similar property
pledged to Pledgee by other persons.
(f) If Pledgor shall become entitled to receive or acquire, or shall
receive any stock certificate, or stock option or right with respect to the
stock of Issuer (including without limitation, any certificate representing a
dividend or a distribution or exchange of or in connection with reclassification
of the Pledged Securities) whether as an addition to, in substitution of, or in
exchange for any of the Pledged Property or otherwise (except as otherwise
permitted by Section 3(g) hereof), Pledgor agrees to accept same as Pledgee's
agent, to hold same in trust for Pledgee and to deliver same forthwith to
Pledgee or Pledgee's agent or bailee in the form received, with the
endorsement(s) of Pledgor where necessary and/or appropriate powers and/or
assignments duly executed to be held by Pledgee or Pledgee's agent or bailee
subject to the terms hereof, as further security for the Obligations.
(g) Pledgor shall not, without the prior consent of Pledgee, directly
or indirectly, sell, assign, transfer, or otherwise dispose of, or grant any
option with respect to the Pledged Property, nor shall Pledgor create, incur or
permit any further pledge, hypothecation, encumbrance, lien, mortgage or
security interest with respect to the Pledged Property other than pursuant to or
as provided in the Financing Agreements.
(h) Notwithstanding anything in this Agreement to the contrary, so long
as no Event of Default (as hereinafter defined) has occurred and is continuing,
Pledgor shall have the right to vote, exercise all rights and take any other
actions with respect to the Pledged Securities, except as expressly prohibited
herein, and to receive any distributions in respect of the Pledged Securities.
(i) Pledgor shall not permit Issuer, directly or indirectly, to issue,
sell, grant, assign, transfer or otherwise dispose of, any additional shares of
capital stock of Issuer or any option or warrant with respect to, or other right
or security convertible into, any additional shares of capital stock of Issuer,
now or hereafter authorized, unless all such additional shares, options,
warrants, rights or other such securities are made and shall remain part of the
Pledged Property subject to the pledge and security interest granted herein.
(j) Pledgor shall pay all charges and assessments of any nature against
the Pledged Property or with respect thereto prior to said charges and/or
assessments being delinquent except such charges and assessments being contested
in good faith by Pledgor.
(k) Pledgor shall promptly reimburse Pledgee on demand, together with
interest at the rate then applicable to the Obligations set forth in the Loan
Agreement, for any charges, assessments or expenses paid or incurred by Pledgee
in Pledgee's discretion for the protection, preservation and maintenance of the
Pledged Property and the enforcement of Pledgee's (on behalf of itself and
Lenders) rights hereunder, including, without limitation, reasonable attorneys'
fees and legal expenses incurred by Pledgee in protecting, collecting or
enforcing its rights in the Pledged Property or otherwise hereunder.
(l) Pledgor shall furnish, or cause to be furnished, to Pledgee such
information concerning Issuer and the Pledged Property as Pledgee may from time
to time reasonably request in good faith as required pursuant to the Loan
Agreement.
(m) Pledgee may notify Issuer or the appropriate transfer agent of the
Pledged Securities to register the security interest and pledge granted herein
and honor the rights of Pledgee and Lenders with respect thereto.
(n) Pledgor waives: (i) all rights to require Pledgee or any Lender to
proceed against any other person, entity or collateral or to exercise any
remedy, (ii) to the extent permitted under applicable law, the defense of the
statute of limitations in any action upon any of the Obligations, (iii) any
right of subrogation or interest in the Obligations or Pledged Property until
all Obligations have been paid in full, (iv) any rights to notice of any kind or
nature whatsoever, unless specifically required in this Pledge Agreement or the
Loan Agreement or non-waivable under any applicable law, and (v) to the extent
permitted under applicable law, its rights under Section 9-207 of the Uniform
Commercial Code. Pledgor agrees that the Pledged Property, other collateral, or
any other guarantor or endorser may be released, substituted or added with
respect to the Obligations, in whole or in part, without releasing or otherwise
affecting the liability of
Pledgor, the pledge and security interests granted hereunder, or this Pledge
Agreement. Pledgee, for and on behalf of itself and Lenders, is entitled to all
of the benefits of a secured party set forth in Section 9-207 of the Uniform
Commercial Code.
4. EVENTS OF DEFAULT
The occurrence or existence of any Event of Default under the Loan
Agreement is referred to herein individually as an "Event of Default", and
collectively as "Events of Default".
5. RIGHTS AND REMEDIES
At any time an Event of Default exists or has occurred and is
continuing, in addition to all other rights and remedies of Pledgee and Lenders,
whether provided under this Pledge Agreement, the Loan Agreement, the other
Financing Agreements, applicable law or otherwise, Pledgee shall have the
following rights and remedies which may be exercised without notice to, or
consent by, Pledgor except as such notice or consent is expressly provided for
hereunder or is required by law and not waivable by Pledgor:
(a) Pledgee, at its option, shall be empowered to exercise its
continuing right (at any time that an Event of Default exists or has occurred
and is continuing) to instruct Issuer (or the appropriate transfer agent of the
Pledged Securities) to register any or all of the Pledged Securities in the name
of Pledgee or in the name of Pledgee's nominee (including, without limitation,
any Lender) and Pledgee may complete, in any manner Pledgee may deem expedient,
any and all stock powers, assignments or other documents heretofore or hereafter
executed in blank by Pledgor and delivered to Pledgee. After said instruction,
and without further notice, Pledgee shall have the exclusive right to exercise
all voting and corporate rights with respect to the Pledged Securities and other
Pledged Property, and exercise any and all rights of conversion, redemption,
exchange, subscription or any other rights, privileges, or options pertaining to
any shares of the Pledged Securities or other Pledged Property as if Pledgee
were the absolute owner thereof, including, without limitation, the right to
exchange, in its discretion, any and all of the Pledged Securities and other
Pledged Property upon any merger, consolidation, reorganization,
recapitalization or other readjustment with respect thereto. Upon the exercise
of any such rights, privileges or options by Pledgee, Pledgee shall have the
right to deposit and deliver any and all of the Pledged Securities and other
Pledged Property to any committee, depository, transfer agent, registrar or
other designated agency upon such terms and conditions as Pledgee may determine,
all without liability, except to account for property actually received by
Pledgee. However, Pledgee shall have no duty to exercise any of the aforesaid
rights, privileges or options (all of which are exercisable in the sole
discretion of Pledgee) and shall not be responsible for any failure to do so or
delay in doing so.
(b) In addition to all the rights and remedies of a secured party under
the Uniform Commercial Code or other applicable law, Pledgee shall have the
right, at any time and without demand of performance or other demand,
advertisement or notice of any kind
(except the notice specified below of time and place of public or private sale)
to or upon Pledgor or any other person (all and each of which demands,
advertisements and/or notices are hereby expressly waived to the extent
permitted by applicable law), to proceed forthwith to collect, redeem, recover,
receive, appropriate, realize, sell, or otherwise dispose of and deliver said
Pledged Property or any part thereof in one or more lots at public or private
sale or sales at any exchange, broker's board or at any of Pledgee's offices or
elsewhere at such prices and on such terms as Pledgee may deem best. The
foregoing disposition(s) may be for cash or on credit or for future delivery
without assumption of any credit risk, with Pledgee having the right to purchase
all or any part of said Pledged Property so sold at any such sale or sales,
public or private, free of any right or equity of redemption in Pledgor, which
right or equity is hereby expressly waived or released by Pledgor to the fullest
extent permitted by applicable law. The proceeds of any such collection,
redemption, recovery, receipt, appropriation, realization, sale or other
disposition shall be applied in accordance with Section 6.4(a) of the Loan
Agreement and then to the payment of any other amounts required by applicable
law, including Section 9-615(a)(3) of the Uniform Commercial Code, with Pledgor
to be and remain liable for any deficiency. Pledgor shall be liable to Pledgee
and Lenders for the payment on demand of all such costs and expenses, together
with interest at the rate then applicable to the Obligations set forth in the
Loan Agreement, and any reasonable attorneys' fees and legal expenses. Pledgor
agrees that ten (10) business days prior written notice by Pledgee designating
the place and time of any public sale or of the time after which any private
sale or other intended disposition of any or all of the Pledged Property is to
be made, is reasonable notification of such matters.
(c) Pledgor and Pledgee recognize that Pledgee may be unable to effect
a public sale of all or part of the Pledged Property by reason of certain
prohibitions contained in the Securities Act of 1933, as amended, as now or
hereafter in effect or in applicable Blue Sky or other state securities law, as
now or hereafter in effect, but may be compelled to resort to one or more
private sales to a restricted group of purchasers who will be obliged to agree,
among other things, to acquire such Pledged Property for their own account for
investment and not with a view to the distribution or resale thereof. If at the
time of any sale of the Pledged Property or any part thereof, the same shall
not, for any reason whatsoever, be effectively registered (if required) under
the Securities Act of 1933 (or other applicable state securities law), as then
in effect, Pledgee in its sole and absolute discretion is authorized to sell
such Pledged Property or such part thereof by private sale in such manner and
under such circumstances as Pledgee or its counsel may deem necessary or
advisable in order that such sale may legally be effected without registration.
Pledgor agrees that private sales so made may be at prices and other terms less
favorable to the seller than if such Pledged Property were sold at public sale,
and that Pledgee has no obligation to delay the sale of any such Pledged
Property for the period of time necessary to permit Issuer, even if Issuer would
agree, to register such Pledged Property for public sale under such applicable
securities laws. Pledgor agrees that any private sales made under the foregoing
circumstances shall be deemed to have been in a commercially reasonable manner.
(d) All of the rights and remedies of Pledgee and Lenders, including,
but not limited to, the foregoing and those otherwise arising under this Pledge
Agreement, the Loan Agreement and the other Financing Agreements, the
instruments comprising the Pledged Property, applicable law or otherwise, shall
be cumulative and not exclusive and shall be enforceable alternatively,
successively or concurrently as Pledgee may deem expedient. No failure or delay
on the part of Pledgee or any Lender in exercising any of its options, powers or
rights or partial or single exercise thereof, shall constitute a waiver of such
option, power or right.
6. JURY TRIAL WAIVER; OTHER WAIVERS
AND CONSENTS; GOVERNING LAW
(a) The validity, interpretation and enforcement of this Pledge
Agreement and the other Financing Agreements and any dispute arising out of the
relationship between the parties hereto, whether in contract, tort, equity or
otherwise, shall be governed by the internal laws of the State of New York
excluding any principles of conflicts of laws or other rule of law that would
cause the application of the law of any jurisdiction other that the laws of the
State of New York.
(b) Each of Pledgor and Pledgee irrevocably consents and submits to the
non-exclusive jurisdiction of the Supreme Court of the State of New York for New
York County and the United States District Court for the Southern District of
New York and waives any objection based on venue or forum non conveniens with
respect to any action instituted therein arising under this Pledge Agreement or
any of the other Financing Agreements or in any way connected with or related or
incidental to the dealings of the parties hereto in respect of this Pledge
Agreement or any of the other Financing Agreements or the transactions related
hereto or thereto, in each case whether now existing or hereafter arising, and
whether in contract, tort, equity or otherwise, and agrees that any dispute with
respect to any such matters shall be heard only in the courts described above
(except that Pledgee and Lenders shall have the right to bring any action or
proceeding against Pledgor or its property in the courts of any other
jurisdiction which Pledgee deems necessary or appropriate in order to realize on
the Pledged Property or to otherwise enforce its rights against Pledgor or its
property).
(c) Pledgor hereby waives personal service of any and all process upon
it and consents that all such service of process may be made by certified mail
(return receipt requested) directed to its address set forth herein and service
so made shall be deemed to be completed five (5) days after the same shall have
been so deposited in the U.S. mails, or, at Pledgee's option, by service upon
Pledgor in any other manner provided under the rules of any such courts. Within
thirty (30) days after such service, Pledgor shall appear in answer to such
process, failing which Pledgor shall be deemed in default and judgment may be
entered by Pledgee against Pledgor for the amount of the claim and other relief
requested.
(d) EACH OF PLEDGOR AND PLEDGEE HEREBY WAIVES ANY RIGHT TO TRIAL BY
JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION (i) ARISING UNDER THIS PLEDGE AGREEMENT OR ANY OF THE OTHER FINANCING
AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF PLEDGOR AND PLEDGEE OR ANY LENDER IN RESPECT OF THIS PLEDGE
AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED
HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH OF PLEDGOR AND PLEDGEE
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT PLEDGOR OR
PLEDGEE MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS PLEDGE AGREEMENT WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER
OF THEIR RIGHT TO TRIAL BY JURY.
(e) Pledgee and Lenders shall not have any liability to Pledgor
(whether in tort, contract, equity or otherwise) for losses suffered by Pledgor
in connection with, arising out of, or in any way related to the transactions or
relationships contemplated by this Pledge Agreement, or any act, omission or
event occurring in connection herewith, unless it is determined by a final and
non-appealable judgment or court order binding on Pledgee or such Lender, that
the losses (including losses resulting from a breach of Pledgee's duty of care
as set forth in Section 3(e) of this Agreement) were the result of acts or
omissions constituting gross negligence or willful misconduct.
7. MISCELLANEOUS
(a) Pledgor agrees that at any time and from time to time upon the
written request of Pledgee, Pledgor shall execute and deliver such further
documents, including, but not limited to, irrevocable proxies or stock powers,
in form reasonably satisfactory to counsel for Pledgee, and will take or cause
to be taken such further acts as Pledgee may reasonably request in order to
effect the purposes of this Pledge Agreement and perfect or continue the
perfection of the security interest in the Pledged Property granted to Pledgee
hereunder.
(b) Beyond the exercise of reasonable care to assure the safe custody
of the Pledged Property (whether such custody is exercised by Pledgee, or
Pledgee's nominee, agent or bailee) Pledgee or Pledgee's nominee agent or bailee
shall have no duty or liability to protect or preserve any rights pertaining
thereto and shall be relieved of all responsibility for the Pledged Property
upon surrendering it to Pledgor or foreclosure with respect thereto.
(c) All notices, requests and demands to or upon the respective parties
hereto shall be in writing and shall be deemed to have been duly given or made:
if delivered in person, immediately upon delivery; if by nationally recognized
overnight courier service with instructions to deliver the next business day,
one (1) business day after sending; and if by registered or certified mail,
return receipt requested, five (5) days after so mailing.
All notices, requests and demands upon the parties are to be given to the
following addresses (or to such other address as any party may designate by
notice in accordance with this Section):
If to Pledgor: Lexington Precision Corporation
767 Third Avenue
New York, New York 10017-2023
Attention: President
Telephone No.: 212-319-4650
Telecopy No.: 212-319-4659
with a copy to: Nixon Peabody LLP
437 Madison Avenue
New York, New York 10022
Attention: Lauren Wiesenberg, Esq.
Telephone No.: 212-940-3136
Telecopy No.: 866-947-2363
If to Pledgee Congress Financial Corporation
and Lenders: 1133 Avenue of the Americas
New York, New York 10036
Attention: Portfolio Manager
Telephone No.: 212-840-2000
Telecopy No.: 212-545-4583
(d) All references to the plural herein shall also mean the singular
and to the singular shall also mean the plural. All references to Pledgor,
Issuer, Pledgee and any Lender pursuant to the definitions set forth in the
recitals hereto, or to any other person herein, shall include their respective
successors and assigns. The words "hereof," "herein," "hereunder," "this Pledge
Agreement" and words of similar import when used in this Pledge Agreement shall
refer to this Pledge Agreement as a whole and not any particular provision of
this Pledge Agreement and as this Pledge Agreement now exists or may hereafter
be amended, modified, supplemented, extended, renewed, restated or replaced. An
Event of Default shall exist or continue or be continuing until such Event of
Default is waived in accordance with the terms of the Loan Agreement. All
references to the term "Person" or "Persons" herein shall mean any individual,
sole proprietorship, partnership, corporation (including, without limitation,
any corporation which elects subchapter S status under the Internal Revenue Code
of 1986, as amended), limited liability company, limited liability partnership,
business trust, unincorporated association, joint stock company, trust, joint
venture or other entity or any government or any agency, instrumentality or
political subdivision thereof.
(e) This Pledge Agreement shall be binding upon Pledgor and its
successors and assigns and inure to the benefit of and be enforceable by Pledgee
and Lenders and their respective successors and assigns.
(f) If any provision of this Pledge Agreement is held to be invalid or
unenforceable, such invalidity or unenforceability shall not invalidate this
Pledge Agreement as a whole, but this Pledge Agreement shall be construed as
though it did not contain the particular provision held to be invalid or
unenforceable and the rights and obligations of the parties shall be construed
and enforced only to such extent as shall be permitted by applicable law.
(g) Neither this Pledge Agreement nor any provision hereof shall be
amended, modified, waived or discharged orally or by course of conduct, but only
by a written agreement signed by an authorized officer of Pledgee and Pledgor.
Neither Pledgee nor Lenders shall, by any act, delay, omission or otherwise be
deemed to have expressly or impliedly waived any of their respective rights,
powers and/or remedies unless such waiver shall be in writing and signed by an
authorized officer of Pledgee. Any such waiver shall be enforceable only to the
extent specifically set forth therein. A waiver by Pledgee or any Lender of any
right, power and/or remedy on any one occasion shall not be construed as a bar
to or waiver of any such right, power and/or remedy which Pledgee or such Lender
would otherwise have on any future occasion, whether similar in kind or
otherwise.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, Pledgor has executed this Pledge Agreement as of
the day and year first above written.
LEXINGTON PRECISION CORPORATION
By: /s/ Michael A. Lubin
_____________________
Title: Chairman of the Board
_____________________
ACKNOWLEDGED AS TO SECTION 3(e):
CONGRESS FINANCIAL CORPORATION,
as Agent
By: /s/ Herb Kim
__________________
Title: Vice President
__________________
EXHIBIT A
TO
PLEDGE AND SECURITY AGREEMENT
Issuer Certificate No. No. of Shares Percentage
------ --------------- ------------- ----------
Lexington Rubber Group, Inc. 1 1 100%