LEXINGTON PRECISION CORPORATION. By: Warxxx Xxxxxx ---------------------- Warxxx Xxxxxx President
LEXINGTON PRECISION CORPORATION. By: Michxxx X. Xxxxx ------------------------------------ Name: Michxxx X. Xxxxx ---------------------------------- Title: Chairman of the Board ---------------------------------
LEXINGTON PRECISION CORPORATION. By: -------------------------------- Xxxxxx Xxxxxx President By: -------------------------------- Xxxxxxx X. Xxxxx Chairman SCHEDULE H Name of Subsidiary Restricted Subsidiary Unrestricted Subsidiary Lexington Rubber Group, Inc. [X] Lexington Precision GmbH [X] EXHIBIT C _____________, 2003 Wilmington Trust Company 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxx North Wilmington, DE 19890-1615 Attention: Corporate Trust Administration and Registered Holders of Lexington Precision Corporation's 12 3/4% Senior Subordinated Notes due February 1, 2000 validly tendered pursuant to the Exchange Offer Ladies and Gentlemen: We have acted as counsel to Lexington Precision Corporation, a Delaware corporation (the "Company"), in connection with (i) the issuance by the Company , pursuant to Section 2.02 of the Indenture dated as of [the date the Exchange Offer is consummated] between the Company and Wilmington Trust Company, as Trustee (the "Indenture"), of 11 1/2% Senior Subordinated Notes (the "New Notes"), due August 1, 2007, in an aggregate principal amount not to exceed the sum of $27,412,125 (the "Old Note Principal Amount") plus accrued and unpaid interest on the Old Note Principal Amount from August 1, 1999, through [the day before the date the Exchange Offer is consummated], and (ii) the issuance by the Company of warrants to purchase shares of the Company's common stock (the "Warrants") to registered holders of 12 3/4% Senior Subordinated Notes due February 1, 2000 (the "Old Notes"), that exchange Old Notes for New Notes pursuant to the Company's offer dated July 10, 2002, as amended to exchange Units (the "Units") consisting of New Notes and Warrants for Old Notes (the "Exchange Offer"). Capitalized terms used herein without definition have the respective meanings ascribed to them in the Indenture. In connection with the foregoing, we have examined: (i) a copy of the Indenture; (ii) a copy of an Officers' Certificate (the "Officers' Certificate") of the Company dated _________, 2003 relating to the issuance of the New Notes; (iii) a copy of a certificate of The Bank of New York, as trustee under an indenture dated August 1, 1993 between the Company and The Bank of New York, as successor to IBJ Whitehall Bank & Trust Company, as to the list of registered holders of the Old Notes as of the close of business on July 1, 2002; (iv) a copy of a certificate, dated as of ___________, 2003, of Wilmington Trust Company, as Tabulation Agent, Depositary, and Exchange Agent unde...
LEXINGTON PRECISION CORPORATION. By: Warrxx Xxxxxx -----------------------------------
LEXINGTON PRECISION CORPORATION. By: Michael A. Lubin -----------------------------------
LEXINGTON PRECISION CORPORATION. By: Warxxx Xxxxxx ----------------------------- Its: President ----------------------------- LEXINGTON RUBBER GROUP, INC. By: Warxxx Xxxxxx ----------------------------- Its: President ----------------------------- BANK ONE'S ACCEPTANCE The foregoing Promissory Note Modification Agreement is hereby agreed to and acknowledged this 31st day of July 2001. BANK ONE, NA By: Josxxx X. Xxxxxx -----------------------------
LEXINGTON PRECISION CORPORATION. By: Warren Delano ---------------------------------- Warren Delano President
LEXINGTON PRECISION CORPORATION. By: Warrxx Xxxxxx -------------------------------- Title: President ------------------------------ EXHIBIT I NEW EQUIPMENT TERM NOTE* $ , 19 -------------------- -------------- --- FOR VALUE RECEIVED, LEXINGTON COMPONENTS, INC., a Delaware corporation (the "Debtor"), hereby unconditionally promises to pay to the order of CONGRESS FINANCIAL CORPORATION, a California corporation (the "Payee"), at the offices of Payee at 1133 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other place as the Payee or any holder hereof may from time to time designate, the principal sum of ____________________________ DOLLARS ($_________) in lawful money of the United States of America and in immediately available funds, in eighty-four (84) consecutive monthly installments (or earlier as hereinafter referred to) on the first day of each month commencing __________, 19__, of which the first eighty-three (83) installments shall each be in the amount of ___________________ DOLLARS ($________), and the last (i.e. eighty-fourth (84th)) installment shall be in the amount of the entire unpaid balance of this Note. Debtor hereby further promises to pay interest to the order of Payee on the unpaid principal balance hereof at the Interest Rate. Such interest shall be paid in like money at said office or place from the date hereof, commencing on the first day of the month next following the date hereof, and on the first day of each month thereafter until the indebtedness evidenced by this Note is paid in full. Interest payable upon and during the continuance of an Event of Default or following the effective date of termination or non-renewal of the Financing Agreements shall be payable upon demand.
LEXINGTON PRECISION CORPORATION. By: /s/ Xxxxxxx X. Xxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxx Title: Chairman LEXINGTON RUBBER GROUP, INC. By: /s/ Xxxxxxx X. Xxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxx Title: Chairman ACKNOWLEDGMENT
LEXINGTON PRECISION CORPORATION. By: Xxxxxxx X. Xxxxx ------------------------------- Its: Chairman of the Board ------------------------------- LEXINGTON RUBBER GROUP, INC. (FKA LEXINGTON COMPONENTS, INC.) BANK ONE, NA (fka as Bank One, Akron, NA)
