Common use of OTHER CAUSE Clause in Contracts

OTHER CAUSE. LEXINGTON PRECISION CORPORATION ("Borrower") By: Xxxxxxx X. Xxxxx ---------------------------- Its: Chairman of the Board ---------------------------- LEXINGTON RUBBER GROUP, INC. ("Borrower") EXHIBIT 3 EXHIBIT F PROMISSORY NOTE (Casa Grande Note) $2,061,452.32 New York, New York April 1, 2002 FOR VALUE RECEIVED, LEXINGTON PRECISION CORPORATION, a corporation organized under the laws of the State of Delaware ("LPC") and LEXINGTON RUBBER GROUP, INC. (FKA LEXINGTON COMPONENTS, INC.), a corporation organized and existing under the laws of the State of Delaware ("LRG") (hereinafter LPC and LRG are referred to each as Borrower singularly and referred to jointly and severally as the "Borrowers," which term shall mean each of the companies individually and both of them collectively), jointly and severally promise to pay to the order of BANK ONE, NA (fka Bank One, Akron, NA) (hereinafter referred to as the "Bank"), the principal amount of TWO MILLION SIXTY-ONE THOUSAND FOUR HUNDRED FIFTY-TWO AND 32/100 DOLLARS ($2,061,452.32), pursuant to the repayment terms and dates set forth in Section 2(D)(2) of the Agreement (as defined below), with interest on the unpaid principal balance from the date hereof at a rate per annum equal to The Base Rate (as defined in the Agreement) plus three-fourths of one percent (3/4%) as follows: Interest on the Casa Grande Term Loan is payable monthly commencing on May 1, 2002 and continuing on the first day of each calendar month thereafter. Interest shall be computed on a three hundred sixty (360) day basis based upon the actual number of days elapsed. If any installment of principal, interest or other amounts due and payable hereunder are not paid when due, or within any applicable grace periods set forth in the Agreement, the Borrowers shall pay interest thereon at the Default Rate (as defined in the Agreement). Bank shall have the right to assess a late payment processing fee in the amount of the greater of FIFTY AND NO/100 DOLLARS ($50.00) or five percent (5%) of the scheduled payment in the event of a default in payment that remains uncured for a period of at least ten (10) days. The Borrowers agree to pay the principal amount of this Note pursuant to the repayment terms and dates set forth in Section 2(B)(2)(b) of the Agreement. Monthly payments hereunder shall be applied first to interest due and the balance to reduction of the principal amount outstanding. Payments of both principal of and interest on this Note shall be made in lawful money of the United States of America, at 00 Xxxxx Xxxx Xxxxxx, Xxxxx, Xxxx 00000-0000, or at such other place as the Bank or any subsequent holder hereof shall have designated to the Borrowers in writing. Interest payable on this Note shall be computed on a three hundred sixty (360) day per year basis counting the actual number of days elapsed. If any payment under this Note becomes due and payable on a day which is not a Business Day (as defined in this Agreement), payment thereof shall be made on the immediately succeeding Business Day. This Note is issued pursuant to and is entitled to the benefits of a Credit Facility and Security Agreement dated January 31, 1997, by and among the Borrowers and the Bank (as amended, the "Agreement"), to which Agreement reference is hereby made for a statement of the rights and obligations of the Bank and the duties and obligations of the Borrowers in relation thereto; but neither this reference to said Agreement nor any provisions thereof shall affect or impair the absolute and unconditional obligation of the Borrowers to pay the principal of or interest on this Note when due. This Note evidences the obligations of Borrowers in respect of the Casa Grande Construction Loans and the Casa Grande Term Loan. The Borrowers may prepay all or any portion of this Note at any time and in any amount without penalty or premium, provided that all prepayments shall be applied to installments of principal in the inverse order of their maturities. If an Event of Default (as defined in the Agreement), shall occur and shall be continuing, the principal of this Note may be declared immediately due and payable at the option of the Bank. In the event that the Borrowers fail to pay any regularly scheduled principal or interest payment on this Note when due (other than as a result of acceleration thereof based on a default or event of default other than the failure to make any such regularly scheduled payments of principal or interest on the Note when due) which failure is not cured within the ten (10) day cure period provided in Section 6A of the Agreement (a "Payment Default"), or if an Event of Default occurs and is continuing, which arises from fraudulent act(s) or practice(s) of either Borrower which Event of Default is not cured within three (3) Business Days after the Borrowers' receipt of written notice thereof from the Bank (a "Fraud Default"), the Borrowers hereby authorize any attorney-at-law to appear in any court of record in the State of Ohio, or in any other state or territory of the United States, at any time or times after the above sum becomes due, and waive the issuance and service of process and confess judgment against it, in favor of any holder of this Note, for the amount then appearing due, together with the costs of suit, and thereupon to release all errors and waive all rights of appeal and stay of execution. The foregoing warrant of attorney shall survive any judgment, it being understood that should any judgment be vacated for any reason, the foregoing warrant of attorney nevertheless may thereafter be used for obtaining an additional judgment or judgments. To the extent that the provisions of the cognovit warning set forth above the Borrowers' signature specifically contradict the provisions of this paragraph regarding the requirement of a Payment Default or a Fraud Default to take a cognovit judgment, the provisions of this paragraph control. No delay on the part of any holder hereof in exercising any power or rights hereunder shall operate as a waiver of any power or rights. Any demand or notice hereunder to the Borrowers shall be deemed duly given or made when sent, if given by telecopier, when delivered, if given by personal delivery or overnight commercial carrier, or the fifth calendar day after deposit in the United States mail, certified mail, return receipt requested, addressed to the address (or telecopier number) set forth in Rider A of the Agreement or such other address or telecopier number as may be hereafter designated in writing by the Borrowers to the Bank. This note is executed at New York, New York County, New York.

OTHER CAUSE. LEXINGTON PRECISION CORPORATION ("Borrower") By: Xxxxxxx X. Xxxxx ---------------------------- Its: Chairman of the Board ---------------------------- LEXINGTON RUBBER GROUPPECO II, INC. ("Borrower") By: -------------------------------------- Its: ------------------------------------- By: -------------------------------------- Its: ------------------------------------- COLUMBUS/750681 v.03 EXHIBIT 3 EXHIBIT F PROMISSORY A-2 THE HUNTINGTON NATIONAL BANK COMMERCIAL LOAN NOTE (Casa Grande Note) Business Purpose =============================================================================== City Office _____________ Division ______________ Branch __________ [X] Secured Account No. ____________________ Note No. _______________________ [ ] Unsecured Account Name PECO II, Inc. ------------------------------------------------------------------ [x] Corporation [ ] Partnership [ ] Individual/Proprietorship [ ] Other____________________________________________________________________ =============================================================================== $2,061,452.32 New York1,215,000.00 Galion, New York April 1Ohio May 15, 2002 1998 FOR VALUE RECEIVED, LEXINGTON PRECISION CORPORATION, a corporation organized under the laws of the State of Delaware ("LPC") and LEXINGTON RUBBER GROUP, INC. (FKA LEXINGTON COMPONENTS, INC.), a corporation organized and existing under the laws of the State of Delaware ("LRG") (hereinafter LPC and LRG are referred to each as Borrower singularly and referred to jointly and severally as the "Borrowers," which term shall mean each of the companies individually and both of them collectively), jointly and severally promise undersigned promises to pay to the order of THE HUNTINGTON NATIONAL BANK ONE(hereinafter called the "Bank," which term shall include any holder hereof), NA at such place as the Bank may designate or, in the absence of such designation, at any of the Bank's offices, the sum of One Million Two Hundred Fifteen Thousand Dollars (fka Bank One, Akron, NA$1,215,000.00) (hereinafter referred to as called the "BankPrincipal Sum"), the principal amount of TWO MILLION SIXTY-ONE THOUSAND FOUR HUNDRED FIFTY-TWO AND 32/100 DOLLARS ($2,061,452.32), pursuant to the repayment terms and dates set forth in Section 2(D)(2) of the Agreement (as defined below), together with interest on as hereinafter provided. The undersigned promises to pay the unpaid principal balance from Principal Sum and the date hereof at a rate per annum equal to The Base Rate (as defined in the Agreement) plus three-fourths of one percent (3/4%) as follows: Interest on the Casa Grande Term Loan is payable monthly commencing on May 1, 2002 and continuing on the first day of each calendar month thereafter. Interest shall be computed on a three hundred sixty (360) day basis based upon the actual number of days elapsed. If any installment of principal, interest or other amounts due and payable hereunder are not paid when due, or within any applicable grace periods set forth in the Agreement, the Borrowers shall pay interest thereon at the Default Rate (as defined time and in the Agreement). Bank shall have the right to assess a late payment processing fee in the amount of the greater of FIFTY AND NO/100 DOLLARS ($50.00) or five percent (5%) of the scheduled payment in the event of a default in payment that remains uncured for a period of at least ten (10) days. The Borrowers agree to pay the principal amount of this Note pursuant to the repayment terms and dates set forth in Section 2(B)(2)(b) of the Agreement. Monthly payments hereunder shall be applied first to interest due and the balance to reduction of the principal amount outstanding. Payments of both principal of and interest on this Note shall be made in lawful money of the United States of America, at 00 Xxxxx Xxxx Xxxxxx, Xxxxx, Xxxx 00000-0000, or at such other place as the Bank or any subsequent holder hereof shall have designated to the Borrowers in writing. Interest payable on this Note shall be computed on a three hundred sixty (360) day per year basis counting the actual number of days elapsed. If any payment under this Note becomes due and payable on a day which is not a Business Day (as defined manner hereinafter provided in this Agreementnote (this "Note"), payment thereof shall be made on the immediately succeeding Business Day. This Note is issued executed and the advances contemplated hereunder are to be made pursuant to an Amended and is entitled to the benefits of a Credit Facility Restated Loan and Security Agreement dated January 31, 1997, by and among between the Borrowers undersigned and the Bank dated May 15, 1998 (as amended, restated, modified or otherwise supplemented from time to time, herein the "Loan Agreement"), to which Agreement reference is hereby made for a more complete statement of the rights terms and obligations of the Bank and the duties and obligations of the Borrowers in relation thereto; but neither this reference to said Agreement nor any provisions thereof shall affect or impair the absolute and unconditional obligation of the Borrowers to pay the principal of or interest on this Note when dueconditions contained therein. This Note evidences the obligations of Borrowers in respect of the Casa Grande Construction Loans and the Casa Grande Term Loan. The Borrowers may prepay all or any portion of this Note at any time and in any amount without penalty or premium, provided that all prepayments shall be applied to installments of principal in the inverse order of their maturities. If an Event of Default (as Terms defined in the Loan Agreement and not otherwise defined herein are used herein with the meanings ascribed to such terms in the Loan Agreement). Prior to maturity, shall occur and shall be continuinginterest will accrue on the unpaid balance of the Principal Sum at a variable rate of interest per annum, as selected by the principal of undersigned in accordance with this Note may be declared immediately due and payable at (hereinafter called the option of the Bank. In the event that the Borrowers fail to pay any regularly scheduled principal or interest payment on this Note when due (other than as a result of acceleration thereof based on a default or event of default other than the failure to make any such regularly scheduled payments of principal or interest on the Note when due) which failure is not cured within the ten (10) day cure period provided in Section 6A of the Agreement (a "Payment DefaultContract Rate"), or if an Event of Default occurs and is continuing, which arises from fraudulent act(s) or practice(s) of either Borrower which Event of Default is not cured within three (3) Business Days after the Borrowers' receipt of written notice thereof from the Bank (a "Fraud Default"), the Borrowers hereby authorize any attorney-at-law to appear in any court of record shall change in the State of Ohio, or in any other state or territory of the United States, at any time or times after the above sum becomes due, and waive the issuance and service of process and confess judgment against it, in favor of any holder of this Note, for the amount then appearing due, together with the costs of suit, and thereupon to release all errors and waive all rights of appeal and stay of execution. The foregoing warrant of attorney shall survive any judgment, it being understood that should any judgment be vacated for any reason, the foregoing warrant of attorney nevertheless may thereafter be used for obtaining an additional judgment or judgments. To the extent that the provisions of the cognovit warning manner set forth above the Borrowers' signature specifically contradict the provisions of this paragraph regarding the requirement of a Payment Default or a Fraud Default to take a cognovit judgmentbelow, the provisions of this paragraph control. No delay on the part of any holder hereof in exercising any power or rights hereunder shall operate as a waiver of any power or rights. Any demand or notice hereunder to the Borrowers shall be deemed duly given or made when sent, if given by telecopier, when delivered, if given by personal delivery or overnight commercial carrier, or the fifth calendar day after deposit in the United States mail, certified mail, return receipt requested, addressed to the address (or telecopier number) set forth in Rider A of the Agreement or such other address or telecopier number as may be hereafter designated in writing by the Borrowers to the Bank. This note is executed at New York, New York County, New York.equal to:

OTHER CAUSE. LEXINGTON PRECISION CORPORATION ("Borrower") By: Xxxxxxx X. Xxxxx ---------------------------- Its: Chairman of the Board ---------------------------- LEXINGTON RUBBER GROUPSYMIX COMPUTER SYSTEMS, INC. SYMIX SYSTEMS, INC. By: /s/ Lawrxxxx X. XxXxxx By: /s/ Lawrxxxx X. XxXxxx ------------------------------------------- ------------------------------------------- Name: Lawrxxxx X. XxXxxx Name: Lawrxxxx X. XxXxxx Xxx: Vice President, Chief Financial Officer Its: Vice President, Chief Financial Officer and Secretary and Secretary ================================================================================ $2,000,000 Columbus, Ohio May 18, 2000 ================================================================================ On or before July 1, 2001, for value received, the undersigned, SYMIX SYSTEMS, INC., an Ohio corporation ("BorrowerSSI") EXHIBIT 3 EXHIBIT F PROMISSORY NOTE (Casa Grande Note) $2,061,452.32 New York), New York April 1SYMIX COMPUTER SYSTEMS, 2002 FOR VALUE RECEIVEDINC., LEXINGTON PRECISION CORPORATION, a an Ohio corporation organized under the laws of the State of Delaware ("LPCSCSI"), SYMIX SYSTEMS ONTARIO, INC., an Ontario corporation ("SSO") and LEXINGTON RUBBER GROUP, INC. (FKA LEXINGTON COMPONENTSVISUAL APPLICATIONS SOFTWARE, INC.), a an Ontario corporation organized and existing under the laws of the State of Delaware ("LRGVAS") (hereinafter LPC and LRG are referred to each as Borrower singularly and referred to jointly and severally as individually, a "Borrower" and, collectively, the "Borrowers," which term shall mean each of the companies individually and both of them collectively), jointly and severally ") hereby promise to pay to the order of BANK ONE, NA (fka Bank One, AkronNA, NA) a national association (hereinafter referred to as the "Bank")) or its assigns, as further provided herein, the principal amount of TWO MILLION SIXTY-ONE THOUSAND FOUR HUNDRED FIFTY-TWO AND 32/100 DOLLARS Two Million Dollars ($2,061,452.32)2,000,000) or, if such principal is less, the aggregate unpaid principal amount of all loans made by the Bank to the Borrowers pursuant to the repayment terms Credit Commitment less any amounts loaned to SSI and dates set forth SCSI (the "Companies") under the $13,000,000 Second Amended and Restated Revolving Credit Note dated as of the date hereof under the Agreement referred to in Section 2(D)(2) of the Agreement (as defined below)1 hereof, together with interest on the unpaid principal balance from time to time outstanding hereunder until paid in full at the date hereof at a rate per annum equal to The Base Rate (as defined rates determined in accordance with the provisions of Section 1.1.4 of the Agreement) plus three-fourths of one percent (3/4%) , payable as follows: Interest on the Casa Grande Term Loan is payable monthly commencing on May 1, 2002 and continuing on the first day of each calendar month thereafter. Interest shall be computed on a three hundred sixty (360) day basis based upon the actual number of days elapsed. If any installment of principal, interest or other amounts due and payable hereunder are not paid when due, or within any applicable grace periods set forth in the Agreement, the Borrowers shall pay interest thereon at the Default Rate (as defined in the Agreement). Bank shall have the right to assess a late payment processing fee in the amount of the greater of FIFTY AND NO/100 DOLLARS ($50.00) or five percent (5%) of the scheduled payment in the event of a default in payment that remains uncured for a period of at least ten (10) days. The Borrowers agree to pay the Both principal amount of this Note pursuant to the repayment terms and dates set forth in Section 2(B)(2)(b) of the Agreement. Monthly payments hereunder shall be applied first to interest due and the balance to reduction of the principal amount outstanding. Payments of both principal of and interest on this Note shall be made are payable in lawful federal funds or other immediately available money of the United States of AmericaAmerica at the Main Office of the Bank, at 00 100 Xxxx Xxxxx Xxxx Xxxxxx, XxxxxXxxxxxxx, Xxxx 00000-0000, or at such other place as the Bank or any subsequent holder hereof shall have designated to the Borrowers in writing. Interest payable on this Note shall be computed on a three hundred sixty (360) day per year basis counting the actual number of days elapsed. If any payment Xxoceeds from borrowings under this Amended and Restated Revolving Credit Note becomes due are to be used solely to fund the operations of SSO and payable on a day which is not a Business Day (as defined in this Agreement)VAS, payment thereof shall be made on whether borrowed by VAS, SSO or the immediately succeeding Business DayCompanies. This Amended and Restated Revolving Credit Note is amends and restates in its entirety the Revolving Credit Note dated as of June 1, 1998 issued pursuant to and is entitled to the benefits of a Credit Facility and Security Agreement dated January 31, 1997, by and among the Borrowers and the Bank (as amended, the "Agreement"), to which Agreement reference is hereby made for a statement of the rights and obligations of the Bank and the duties and obligations of the Borrowers in relation thereto; but neither this reference to said Agreement nor any provisions thereof shall affect or impair the absolute and unconditional obligation of the Borrowers to pay the principal of or interest on this Note when due. This Note evidences the obligations of Borrowers in respect of the Casa Grande Construction Loans and the Casa Grande Term Loan. The Borrowers may prepay all or any portion of this Note at any time and in any amount without penalty or premium, provided that all prepayments shall be applied to installments of principal in the inverse order of their maturities. If an Event of Default (as defined in the Agreement), shall occur and shall be continuing, the principal of this Note may be declared immediately due and payable at the option of the Bank. In the event that the Borrowers fail to pay any regularly scheduled principal or interest payment on this Note when due (other than as a result of acceleration thereof based on a default or event of default other than the failure to make any such regularly scheduled payments of principal or interest on the Note when due) which failure is not cured within the ten (10) day cure period provided in Section 6A of the Agreement (a "Payment Default"), or if an Event of Default occurs and is continuing, which arises from fraudulent act(s) or practice(s) of either Borrower which Event of Default is not cured within three (3) Business Days after the Borrowers' receipt of written notice thereof from the Bank (a "Fraud Default"), the Borrowers hereby authorize any attorney-at-law to appear in any court of record in the State of Ohio, or in any other state or territory of the United States, at any time or times after the above sum becomes due, and waive the issuance and service of process and confess judgment against it, in favor of any holder of this Note, for the amount then appearing due, together with the costs of suit, and thereupon to release all errors and waive all rights of appeal and stay of execution. The foregoing warrant of attorney shall survive any judgment, it being understood that should any judgment be vacated for any reason, the foregoing warrant of attorney nevertheless may thereafter be used for obtaining an additional judgment or judgments. To the extent that the provisions of the cognovit warning set forth above the Borrowers' signature specifically contradict the provisions of this paragraph regarding the requirement of a Payment Default or a Fraud Default to take a cognovit judgment, the provisions of this paragraph control. No delay on the part of any holder hereof in exercising any power or rights hereunder shall operate as a waiver of any power or rights. Any demand or notice hereunder to the Borrowers shall be deemed duly given or made when sent, if given by telecopier, when delivered, if given by personal delivery or overnight commercial carrier, or the fifth calendar day after deposit in the United States mail, certified mail, return receipt requested, addressed to the address (or telecopier number) set forth in Rider A of the Agreement or such other address or telecopier number as may be hereafter designated in writing by the Borrowers to the Bank. This note is executed at New York, New York County, New York.

OTHER CAUSE. LEXINGTON PRECISION CORPORATION ("Borrower") : PECO II, Inc. By: Xxxxxxx X. Xxxxx ---------------------------- -------------------------------------- Its: Chairman of the Board ---------------------------- LEXINGTON RUBBER GROUP------------------------------------- EXHIBIT A-3 THE HUNTINGTON NATIONAL BANK CAPEX NOTE Business Purpose ================================================================================= City Office Division Branch [X] Secured ------------ ------------ ------------ Account No. Note No. [ ] Unsecured ---------------------- ---------------------- Account Name PECO II, INC. ("Borrower") EXHIBIT 3 EXHIBIT F PROMISSORY NOTE (Casa Grande Note) Inc. -------------------------------------------------------------------- [X] Corporation [ ] Partnership [ ] Individual/Proprietorship [ ] Other ----------------------------------------------------------------------- ================================================================================= $2,061,452.32 New York5,000,000.00 Galion, New York April 1Ohio October 22, 2002 1999 FOR VALUE RECEIVED, LEXINGTON PRECISION CORPORATION, a corporation organized under the laws of the State of Delaware ("LPC") and LEXINGTON RUBBER GROUP, INC. (FKA LEXINGTON COMPONENTS, INC.), a corporation organized and existing under the laws of the State of Delaware ("LRG") (hereinafter LPC and LRG are referred to each as Borrower singularly and referred to jointly and severally as the "Borrowers," which term shall mean each of the companies individually and both of them collectively), jointly and severally promise undersigned promises to pay to the order of THE HUNTINGTON NATIONAL BANK ONE(hereinafter called the "Bank," which term shall include any holder hereof), NA at such place as the Bank may designate or, in the absence of such designation, at any of the Bank's offices, the sum of Five Million Dollars (fka Bank One, Akron, NA$5,000,000.00) (hereinafter referred to as the "BankPrincipal Sum"), the principal amount of TWO MILLION SIXTY-ONE THOUSAND FOUR HUNDRED FIFTY-TWO AND 32/100 DOLLARS ($2,061,452.32), pursuant to the repayment terms and dates set forth in Section 2(D)(2) of the Agreement (as defined below), together with interest on as hereinafter provided. The undersigned promises to pay the unpaid principal balance from Principal Sum and the date hereof at a rate per annum equal to The Base Rate (as defined in the Agreement) plus three-fourths of one percent (3/4%) as follows: Interest on the Casa Grande Term Loan is payable monthly commencing on May 1, 2002 and continuing on the first day of each calendar month thereafter. Interest shall be computed on a three hundred sixty (360) day basis based upon the actual number of days elapsed. If any installment of principal, interest or other amounts due and payable hereunder are not paid when due, or within any applicable grace periods set forth in the Agreement, the Borrowers shall pay interest thereon at the Default Rate (as defined time and in the Agreement). Bank shall have the right to assess a late payment processing fee in the amount of the greater of FIFTY AND NO/100 DOLLARS ($50.00) or five percent (5%) of the scheduled payment in the event of a default in payment that remains uncured for a period of at least ten (10) days. The Borrowers agree to pay the principal amount of this Note pursuant to the repayment terms and dates set forth in Section 2(B)(2)(b) of the Agreement. Monthly payments hereunder shall be applied first to interest due and the balance to reduction of the principal amount outstanding. Payments of both principal of and interest on this Note shall be made in lawful money of the United States of America, at 00 Xxxxx Xxxx Xxxxxx, Xxxxx, Xxxx 00000-0000, or at such other place as the Bank or any subsequent holder hereof shall have designated to the Borrowers in writing. Interest payable on this Note shall be computed on a three hundred sixty (360) day per year basis counting the actual number of days elapsed. If any payment under this Note becomes due and payable on a day which is not a Business Day (as defined manner hereinafter provided in this Agreementnote (this "Note"), payment thereof shall be made on the immediately succeeding Business Day. This Note is issued executed and the advances contemplated hereunder are to be made pursuant to a Second Amended and is entitled to the benefits of a Credit Facility Restated Loan and Security Agreement dated January 31, 1997, by and among between the Borrowers undersigned and the Bank dated October 22, 1999 (as amended, restated, modified or otherwise supplemented from time to time, herein the "Loan Agreement"), to which Agreement reference is hereby made for a more complete statement of the rights terms and obligations of conditions contained therein. Terms defined in the Bank Loan Agreement and not otherwise defined herein are used herein with the duties and obligations of meanings ascribed to such terms in the Borrowers in relation thereto; but neither this reference to said Agreement nor any provisions thereof shall affect or impair the absolute and unconditional obligation of the Borrowers to pay the principal of or interest on this Note when dueLoan Agreement. This Note evidences is given in substitution for, and replacement of, that certain Draw/Time Note dated as of May 15, 1998 in the obligations original principal sum of Borrowers in respect $2,500,000.00 (the "Original Note") that was modified by a certain Note Modification Agreement - Draw/Time Note dated as of October 9, 1998, pursuant to which the maximum principal amount that could be advanced under the Original Note was increased to $5,000,000.00, and is not a novation thereof. INTEREST -------- Prior to maturity, interest will accrue on the unpaid balance of the Casa Grande Construction Loans and Principal Sum at a variable rate of interest per annum, as selected by the Casa Grande Term Loan. The Borrowers may prepay all or any portion of undersigned in accordance with this Note at any time and in any amount without penalty or premium, provided that all prepayments shall be applied to installments of principal in (hereinafter called the inverse order of their maturities. If an Event of Default (as defined in the Agreement), shall occur and shall be continuing, the principal of this Note may be declared immediately due and payable at the option of the Bank. In the event that the Borrowers fail to pay any regularly scheduled principal or interest payment on this Note when due (other than as a result of acceleration thereof based on a default or event of default other than the failure to make any such regularly scheduled payments of principal or interest on the Note when due) which failure is not cured within the ten (10) day cure period provided in Section 6A of the Agreement (a "Payment DefaultContract Rate"), or if an Event of Default occurs and is continuing, which arises from fraudulent act(s) or practice(s) of either Borrower which Event of Default is not cured within three (3) Business Days after the Borrowers' receipt of written notice thereof from the Bank (a "Fraud Default"), the Borrowers hereby authorize any attorney-at-law to appear in any court of record shall change in the State of Ohio, or in any other state or territory of the United States, at any time or times after the above sum becomes due, and waive the issuance and service of process and confess judgment against it, in favor of any holder of this Note, for the amount then appearing due, together with the costs of suit, and thereupon to release all errors and waive all rights of appeal and stay of execution. The foregoing warrant of attorney shall survive any judgment, it being understood that should any judgment be vacated for any reason, the foregoing warrant of attorney nevertheless may thereafter be used for obtaining an additional judgment or judgments. To the extent that the provisions of the cognovit warning manner set forth above the Borrowers' signature specifically contradict the provisions of this paragraph regarding the requirement of a Payment Default or a Fraud Default to take a cognovit judgmentbelow, the provisions of this paragraph control. No delay on the part of any holder hereof in exercising any power or rights hereunder shall operate as a waiver of any power or rights. Any demand or notice hereunder to the Borrowers shall be deemed duly given or made when sent, if given by telecopier, when delivered, if given by personal delivery or overnight commercial carrier, or the fifth calendar day after deposit in the United States mail, certified mail, return receipt requested, addressed to the address (or telecopier number) set forth in Rider A of the Agreement or such other address or telecopier number as may be hereafter designated in writing by the Borrowers to the Bank. This note is executed at New York, New York County, New York.equal to:

OTHER CAUSE. LEXINGTON PRECISION CORPORATION ("Borrower") Symix Systems, Inc. By: Xxxxxxx ------------------------------------------- Xxxxxxxx X. Xxxxx ---------------------------- ItsXxXxxx, Its Vice President, Chief Financial Officer and Secretary Date: Chairman of the Board ---------------------------- LEXINGTON RUBBER GROUP----------------------------------------- Symix Computer Systems, INC. (Inc. By: ------------------------------------------- Xxxxxxxx X. XxXxxx, Its Vice President, Chief Financial Officer and Secretary Date: ----------------------------------------- EXHIBIT "Borrower") EXHIBIT 3 EXHIBIT F PROMISSORY B" TERM NOTE (Casa Grande Note) $2,061,452.32 New York________________ Columbus, New York April 1Ohio __________, 2002 199__ FOR VALUE RECEIVED, LEXINGTON PRECISION CORPORATION, a corporation organized under the laws of the State of Delaware ("LPC") and LEXINGTON RUBBER GROUP, INC. (FKA LEXINGTON COMPONENTS, INC.), a corporation organized and existing under the laws of the State of Delaware ("LRG") (hereinafter LPC and LRG are referred to each as Borrower singularly and referred to jointly and severally as the "Borrowers," which term shall mean each of the companies individually and both of them collectively), jointly and severally promise undersigned promises to pay to the order of BANK ONE, COLUMBUS, NA (fka hereinafter called "Bank One, Akron, NA") (hereinafter referred to as the "Bank"), the principal amount sum of TWO MILLION SIXTY-ONE THOUSAND FOUR HUNDRED FIFTY-TWO AND 32/100 DOLLARS _______________________ Dollars ($2,061,452.32), pursuant to the repayment terms and dates set forth in Section 2(D)(2) of the Agreement (as defined below_______________), with interest (computed on the unpaid principal balance from the date hereof at a rate per annum equal to The Base Rate (as defined in the Agreement) plus three-fourths basis of one percent (3/4%) as follows: Interest on the Casa Grande Term Loan is payable monthly commencing on May 1, 2002 and continuing on the first day of each calendar month thereafter. Interest shall be computed on a three hundred sixty (360) day basis based upon the actual number of days elapsed. If any installment elapsed divided by a year of principal, interest or other amounts due and payable hereunder are not paid when due, or within any applicable grace periods set forth 360 days) before maturity on the balance from time to time remaining unpaid at a rate as provided in the Loan Agreement dated as of May ____, 1996 between the undersigned and Bank One (the "Loan Agreement, the Borrowers shall pay interest thereon at the Default Rate (as defined in the Agreement"). Bank shall have the right to assess a late payment processing fee in the amount of the greater of FIFTY AND NO/100 DOLLARS ($50.00) or five percent (5%) of the scheduled payment in the event of a default in payment that remains uncured for a period of at least ten (10) days. The Borrowers agree to pay the principal amount of this Note pursuant to the repayment terms and dates set forth in Section 2(B)(2)(b) of the Agreement. Monthly payments hereunder Interest shall be applied first to interest due payable on _____________, 199__ and the balance to reduction of the quarterly intervals thereafter. Both principal amount outstanding. Payments of both principal of and interest on this Note shall be made are payable in lawful money of the United States at the Main Office, Corporate Banking Division, Bank One, Columbus, N.A., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000- 0170. The principal hereof shall be payable in consecutive quarterly installments of America______________ Dollars ($______________) each, the first of which shall be due on June 30, 1998, and continuing on the same day of each succeeding calendar quarter thereafter until April 30, 2003, at 00 Xxxxx Xxxx Xxxxxxwhich time any remaining balance of principal, Xxxxxtogether with all interest accrued thereon, Xxxx 00000shall be due and payable. The undersigned hereby authorize(s) any Attorney-0000at-Law to appear for the undersigned, in an action on this promissory note, at any time after the same becomes due, as herein provided, in any court of record in or of the State of Ohio, or elsewhere, to waive the issuing and service of process against the undersigned and to confess judgment in favor of the legal holder of this promissory note against the undersigned for the amount that may be due, with interest at such other place as the Bank or any subsequent holder hereof shall have designated rate herein mentioned and costs of suit, and to waive and release all errors in said proceedings and judgment, and all petitions in error, and right of appeal from the Borrowers in writing. Interest payable on this Note shall be computed on a three hundred sixty (360) day per year basis counting the actual number of days elapsed. If any payment under this Note becomes due and payable on a day which is not a Business Day (as defined in this Agreement), payment thereof shall be made on the immediately succeeding Business Dayjudgment rendered. This Note is issued pursuant to promissory note evidences a borrowing under and is entitled to the benefits of a Credit Facility and Security Agreement dated January 31, 1997, by and among the Borrowers and the Bank (as amended, the "Loan Agreement"), to which Agreement reference is hereby made for a statement of the rights and obligations of the Bank and the duties and obligations of the Borrowers in relation thereto; but neither this reference to said Agreement nor any provisions thereof shall affect or impair the absolute and unconditional obligation of the Borrowers to pay the principal of or interest on this Note when due. This Note evidences the obligations of Borrowers in respect of the Casa Grande Construction Loans and the Casa Grande Term Loan. The Borrowers principal may prepay all become due or any portion of this Note at any time and in any amount without penalty or premium, provided that all prepayments shall be applied to installments of principal in the inverse order of their maturities. If an Event of Default (as defined in the Agreement), shall occur and shall be continuing, the principal of this Note may be declared immediately forthwith due and payable at in the option of manner and upon the Bank. In terms and conditions and with the event that the Borrowers fail to pay any regularly scheduled principal or interest payment on this Note when due (other than as a result of acceleration thereof based on a default or event of default other than the failure to make any such regularly scheduled payments of principal or interest on the Note when due) which failure is not cured within the ten (10) day cure period effect provided in Section 6A of the Agreement (a "Payment Default")Loan Agreement. THE UNDERSIGNED, or if an Event of Default occurs and is continuingTO THE EXTENT PERMITTED BY LAW, which arises from fraudulent act(s) or practice(s) of either Borrower which Event of Default is not cured within three (3) Business Days after the Borrowers' receipt of written notice thereof from the Bank (a "Fraud Default")WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, the Borrowers hereby authorize any attorney-at-law to appear in any court of record in the State of OhioWHETHER SOUNDING IN CONTRACT, or in any other state or territory of the United StatesTORT, at any time or times after the above sum becomes dueOR OTHERWISE, and waive the issuance and service of process and confess judgment against itBETWEEN BANK ONE AND THE UNDERSIGNED ARISING OUT OF, in favor of any holder of this NoteIN CONNECTION WITH, for the amount then appearing dueRELATED TO, together with the costs of suitOR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE UNDERSIGNED AND BANK ONE IN CONNECTION WITH THIS PROMISSORY NOTE, and thereupon to release all errors and waive all rights of appeal and stay of executionTHE LOAN AGREEMENT, OR ANY OTHER AGREEMENT OR DOCUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. The foregoing warrant of attorney shall survive any judgmentTHIS WAIVER SHALL NOT IN ANY WAY AFFECT, it being understood that should any judgment be vacated for any reasonWAIVE, the foregoing warrant of attorney nevertheless may thereafter be used for obtaining an additional judgment or judgmentsLIMIT, AMEND OR MODIFY BANK ONE'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN THIS PROMISSORY NOTE OR ANY OTHER DOCUMENT RELATED HERETO. To the extent that the provisions of the cognovit warning set forth above the Borrowers' signature specifically contradict the provisions of this paragraph regarding the requirement of a Payment Default or a Fraud Default to take a cognovit judgment, the provisions of this paragraph control. No delay on the part of any holder hereof in exercising any power or rights hereunder shall operate as a waiver of any power or rights. Any demand or notice hereunder to the Borrowers shall be deemed duly given or made when sent, if given by telecopier, when delivered, if given by personal delivery or overnight commercial carrier, or the fifth calendar day after deposit in the United States mail, certified mail, return receipt requested, addressed to the address (or telecopier number) set forth in Rider A of the Agreement or such other address or telecopier number as may be hereafter designated in writing by the Borrowers to the Bank. This note is executed at New York, New York County, New York.-------------------------------------------------------------------------------

OTHER CAUSE. LEXINGTON PRECISION CORPORATION ("Borrower") By: Xxxxxxx X. Xxxxx ---------------------------- ----------------------------- Its: Chairman of the Board ---------------------------- ----------------------------- LEXINGTON RUBBER GROUP, INC. ("Borrower") By: Xxxxxxx X. Xxxxx ----------------------------- Its: Chairman of the Board ----------------------------- EXHIBIT 3 2 EXHIBIT F E PROMISSORY NOTE (Casa Grande NoteVienna Term Loan) $2,061,452.32 898,200.24 New York, New York April 1, 2002 FOR VALUE RECEIVED, LEXINGTON PRECISION CORPORATION, a corporation organized under the laws of the State of Delaware ("LPC") and LEXINGTON RUBBER GROUP, INC. (FKA LEXINGTON COMPONENTS, INC.), a corporation organized and existing under the laws of the State of Delaware ("LRG") (hereinafter LPC and LRG are referred to each as Borrower singularly and referred to jointly and severally as the "Borrowers," which term shall mean each of the companies individually and both of them collectively), jointly and severally promise to pay to the order of BANK ONE, NA (fka Bank One, Akron, NA) (hereinafter referred to as the "Bank"), the principal amount of EIGHT HUNDRED NINETY-EIGHT THOUSAND TWO MILLION SIXTY-ONE THOUSAND FOUR HUNDRED FIFTY-TWO AND 32/100 24/100 DOLLARS ($2,061,452.32898,200.24), pursuant to the repayment terms and dates set forth in Section 2(D)(22(C)(2)(b) of the Agreement (as defined below), or sooner as hereinafter provided, with interest on the unpaid balance of said principal balance amount from the date hereof at a rate per annum equal to The the Base Rate (as defined in the Agreement) plus three-fourths of one percent (3/4%) as follows: Interest on the Casa Grande Term Loan is payable monthly commencing on May 1, 2002 and continuing on the first day of each calendar month thereafter. Interest shall be computed on a three hundred sixty (360) day basis based upon the actual number of days elapsed). If any installment of principal, interest or other amounts due and payable hereunder are not paid when due, or within any applicable grace periods set forth in the Agreement, the Borrowers shall pay interest thereon at the Default rate of three percent (3.0%) per annum in excess of the Base Rate (as defined in the Agreement)) as the same may from time to time be established but not to exceed the maximum rate allowed by law. Bank shall have the right to assess a late payment processing fee in the amount of the greater of FIFTY AND NO/100 DOLLARS ($50.00) or five percent (5%) of the scheduled payment in the event of a default in payment that remains uncured for a period of at least ten (10) days. The Borrowers agree to pay the principal amount of this Note pursuant to the repayment terms and dates set forth in Section 2(B)(2)(b) of the Agreement. Monthly payments hereunder shall be applied first to interest due and the balance to reduction of the principal amount outstanding. Payments of both principal of and interest on this Note shall be made in lawful money of the United States of America, at 00 Xxxxx Xxxx Xxxxxx, Xxxxx, Xxxx 00000-0000, or at such other place as the Bank or any subsequent holder hereof shall have designated to the Borrowers in writing. Interest payable on this Note shall be computed on a three hundred sixty (360) day per year basis counting the actual number of days elapsed. If any payment under this Note becomes due and payable on a day which is not a Business Day (as defined in this Agreement), payment thereof shall be made on the immediately succeeding Business Day. This Note is issued pursuant to and is entitled to the benefits of a Credit Facility and Security Agreement dated January 31, 1997, by and among the Borrowers and the Bank (as amended, the "Agreement"), to which Agreement reference is hereby made for a statement of the rights and obligations of the Bank and the duties and obligations of the Borrowers in relation thereto; but neither this reference to said Agreement nor any provisions thereof shall affect or impair the absolute and unconditional obligation of the Borrowers to pay the principal of or interest on this Note when due. This Note evidences the obligations of Borrowers in respect of the Casa Grande Construction Loans and the Casa Grande Term Loan. The Borrowers may prepay all or any portion of this Note at any time and in any amount without penalty or premium, provided that all prepayments shall be applied to installments of principal in the inverse order of their maturities. If an Event of Default (as defined in the Agreement), shall occur and shall be continuing, the principal of this Note may be declared immediately due and payable at the option of the Bank. In the event that the Borrowers fail to pay any regularly scheduled principal or interest payment on this Note when due (other than as a result of acceleration thereof based on a default or event of default other than the failure to make any such regularly scheduled payments of principal or interest on the Note when due) which failure is not cured within the ten (10) day cure period provided in Section 6A of the Agreement (a "Payment Default"), or if an Event of Default occurs and is continuing, which arises from fraudulent act(s) or practice(s) of either Borrower which Event of Default is not cured within three (3) Business Days after the Borrowers' receipt of written notice thereof from the Bank (a "Fraud Default"), the Borrowers hereby authorize any attorney-at-law to appear in any court of record in the State of Ohio, or in any other state or territory of the United States, at any time or times after the above sum becomes due, and waive the issuance and service of process and confess judgment against it, in favor of any holder of this Note, for the amount then appearing due, together with the costs of suit, and thereupon to release all errors and waive all rights of appeal and stay of execution. The foregoing warrant of attorney shall survive any judgment, it being understood that should any judgment be vacated for any reason, the foregoing warrant of attorney nevertheless may thereafter be used for obtaining an additional judgment or judgments. To the extent that the provisions of the cognovit warning set forth above the Borrowers' signature specifically contradict the provisions of this paragraph regarding the requirement of a Payment Default or a Fraud Default to take a cognovit judgment, the provisions of this paragraph control. No delay on the part of any holder hereof in exercising any power or rights hereunder shall operate as a waiver of any power or rights. Any demand or notice hereunder to the Borrowers Company shall be deemed duly given or made when sent, if given by telecopier, when delivered, if given by personal delivery or overnight commercial carrier, or the fifth calendar day after deposit in the United States mail, certified mail, return receipt requested, addressed to the address (or telecopier number) set forth in Rider A of the Agreement or such other address or telecopier number as may be hereafter designated in writing by the Borrowers to the Bank. This note is executed at New York, New York County, New York.

OTHER CAUSE. LEXINGTON PRECISION CORPORATION ("Borrower") Symix Systems, Inc. By: Xxxxxxx --------------------------------------- Xxxxxxxx X. Xxxxx ---------------------------- ItsXxXxxx, Its Vice President, Chief Financial Officer and Secretary Date: Chairman of the Board ---------------------------- LEXINGTON RUBBER GROUP----------------------------------- Symix Computer Systems, INC. (Inc. By: --------------------------------------- Xxxxxxxx X. XxXxxx, Its Vice President, Chief Financial Officer and Secretary Date: ------------------------------------- Exhibit "Borrower") EXHIBIT 3 EXHIBIT F PROMISSORY B-2" AMENDED AND RESTATED TERM NOTE (Casa Grande Note) $2,061,452.32 New York___________ Columbus, New York April 1Ohio _________, 2002 199_ FOR VALUE RECEIVED, LEXINGTON PRECISION CORPORATION, a corporation organized under the laws of the State of Delaware ("LPC") and LEXINGTON RUBBER GROUP, INC. (FKA LEXINGTON COMPONENTS, INC.), a corporation organized and existing under the laws of the State of Delaware ("LRG") (hereinafter LPC and LRG are referred to each as Borrower singularly and referred to jointly and severally as the "Borrowers," which term shall mean each of the companies individually and both of them collectively), jointly and severally promise undersigned promises to pay to the order of BANK ONEBank One, NA (fka hereinafter called "Bank One, Akron, NA") (hereinafter referred to as the "Bank"), the principal amount sum of TWO MILLION SIXTY-ONE THOUSAND FOUR HUNDRED FIFTY-TWO AND 32/100 DOLLARS _________________________________ Dollars ($2,061,452.32), pursuant to the repayment terms and dates set forth in Section 2(D)(2) of the Agreement (as defined below______________), with interest (computed on the unpaid principal balance from the date hereof at a rate per annum equal to The Base Rate (as defined in the Agreement) plus three-fourths basis of one percent (3/4%) as follows: Interest on the Casa Grande Term Loan is payable monthly commencing on May 1, 2002 and continuing on the first day of each calendar month thereafter. Interest shall be computed on a three hundred sixty (360) day basis based upon the actual number of days elapsed. If any installment elapsed divided by a year of principal, interest or other amounts due and payable hereunder are not paid when due, or within any applicable grace periods set forth 360 days) before maturity on the balance from time to time remaining unpaid at a rate as provided in the Loan Agreement dated as of May 20, 1996 between the undersigned and Bank One, as amended from time to time (the "Loan Agreement, the Borrowers shall pay interest thereon at the Default Rate (as defined in the Agreement"). Bank shall have the right to assess a late payment processing fee in the amount of the greater of FIFTY AND NO/100 DOLLARS ($50.00) or five percent (5%) of the scheduled payment in the event of a default in payment that remains uncured for a period of at least ten (10) days. The Borrowers agree to pay the principal amount of this Note pursuant to the repayment terms and dates set forth in Section 2(B)(2)(b) of the Agreement. Monthly payments hereunder Interest shall be applied first to interest due payable on _________________, 199__ and the balance to reduction of the quarterly intervals thereafter. Both principal amount outstanding. Payments of both principal of and interest on this Note shall be made are payable in lawful money of the United States of Americaat the Main Office, at 00 Corporate Banking Division, Bank One, NA, 000 Xxxx Xxxxx Xxxx Xxxxxx, XxxxxXxxxxxxx, Xxxx 00000-0000. The principal hereof shall be payable in consecutive quarterly installments of _________________ Dollars ($_____________) each, the first of which shall be due on December 31, 1999, and continuing on the same day of each succeeding calendar quarter thereafter until October 31, 2004, at which time any remaining balance of principal, together with all interest accrued thereon, shall be due and payable. The undersigned hereby authorize(s) any Attorney-at-Law to appear for the undersigned, in an action on this promissory note, at any time after the same becomes due, as herein provided, in any court of record in or of the State of Ohio, or elsewhere, to waive the issuing and service of process against the undersigned and to confess judgment in favor of the legal holder of this promissory note against the undersigned for the amount that may be due, with interest at such other place as the Bank or any subsequent holder hereof shall have designated rate herein mentioned and costs of suit, and to waive and release all errors in said proceedings and judgment, and all petitions in error, and right of appeal from the Borrowers in writing. Interest payable on this Note shall be computed on a three hundred sixty (360) day per year basis counting the actual number of days elapsed. If any payment under this Note becomes due and payable on a day which is not a Business Day (as defined in this Agreement), payment thereof shall be made on the immediately succeeding Business Dayjudgment rendered. This Note is issued pursuant to promissory note evidences a borrowing under and is entitled to the benefits of a Credit Facility and Security Agreement dated January 31, 1997, by and among the Borrowers and the Bank (as amended, the "Loan Agreement"), to which Agreement reference is hereby made for a statement of the rights and obligations of the Bank and the duties and obligations of the Borrowers in relation thereto; but neither this reference to said Agreement nor any provisions thereof shall affect or impair the absolute and unconditional obligation of the Borrowers to pay the principal of or interest on this Note when due. This Note evidences the obligations of Borrowers in respect of the Casa Grande Construction Loans and the Casa Grande Term Loan. The Borrowers principal may prepay all become due or any portion of this Note at any time and in any amount without penalty or premium, provided that all prepayments shall be applied to installments of principal in the inverse order of their maturities. If an Event of Default (as defined in the Agreement), shall occur and shall be continuing, the principal of this Note may be declared immediately forthwith due and payable at in the option of manner and upon the Bank. In terms and conditions and with the event that the Borrowers fail to pay any regularly scheduled principal or interest payment on this Note when due (other than as a result of acceleration thereof based on a default or event of default other than the failure to make any such regularly scheduled payments of principal or interest on the Note when due) which failure is not cured within the ten (10) day cure period effect provided in Section 6A of the Agreement (a "Payment Default")Loan Agreement. THE UNDERSIGNED, or if an Event of Default occurs and is continuingTO THE EXTENT PERMITTED BY LAW, which arises from fraudulent act(s) or practice(s) of either Borrower which Event of Default is not cured within three (3) Business Days after the Borrowers' receipt of written notice thereof from the Bank (a "Fraud Default")WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, the Borrowers hereby authorize any attorney-at-law to appear in any court of record in the State of OhioWHETHER SOUNDING IN CONTRACT, or in any other state or territory of the United StatesTORT, at any time or times after the above sum becomes dueOR OTHERWISE, and waive the issuance and service of process and confess judgment against itBETWEEN BANK ONE AND THE UNDERSIGNED ARISING OUT OF, in favor of any holder of this NoteIN CONNECTION WITH, for the amount then appearing dueRELATED TO, together with the costs of suitOR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE UNDERSIGNED AND BANK ONE IN CONNECTION WITH THIS PROMISSORY NOTE, and thereupon to release all errors and waive all rights of appeal and stay of executionTHE LOAN AGREEMENT, OR ANY OTHER AGREEMENT OR DOCUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. The foregoing warrant of attorney shall survive any judgmentTHIS WAIVER SHALL NOT IN ANY WAY AFFECT, it being understood that should any judgment be vacated for any reasonWAIVE, the foregoing warrant of attorney nevertheless may thereafter be used for obtaining an additional judgment or judgmentsLIMIT, AMEND OR MODIFY BANK ONE'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN THIS PROMISSORY NOTE OR ANY OTHER DOCUMENT RELATED HERETO. To the extent that the provisions of the cognovit warning set forth above the Borrowers' signature specifically contradict the provisions of this paragraph regarding the requirement of a Payment Default or a Fraud Default to take a cognovit judgment, the provisions of this paragraph control. No delay on the part of any holder hereof in exercising any power or rights hereunder shall operate as a waiver of any power or rights. Any demand or notice hereunder to the Borrowers shall be deemed duly given or made when sent, if given by telecopier, when delivered, if given by personal delivery or overnight commercial carrier, or the fifth calendar day after deposit in the United States mail, certified mail, return receipt requested, addressed to the address (or telecopier number) set forth in Rider A of the Agreement or such other address or telecopier number as may be hereafter designated in writing by the Borrowers to the Bank. This note is executed at New York, New York County, New York.--------------------------------------------------------------------------------

OTHER CAUSE. LEXINGTON PRECISION CORPORATION ("Borrower") ARBOR HEALTH CARE COMPANY By: Xxxxxxx X. Xxxxx ---------------------------- :________________________________ Its: Chairman of the Board ---------------------------- LEXINGTON RUBBER GROUP:_______________________________ REVOLVING CREDIT NOTE $1,000,000.00 Lima, INC. ("Borrower") EXHIBIT 3 EXHIBIT F PROMISSORY NOTE (Casa Grande Note) $2,061,452.32 New YorkOhio December 30, New York April 1996 On or before July 1, 2002 FOR VALUE RECEIVED1998, LEXINGTON PRECISION CORPORATIONfor value received, a corporation organized under the laws of the State of Delaware ("LPC") and LEXINGTON RUBBER GROUP, INC. (FKA LEXINGTON COMPONENTS, INC.), a corporation organized and existing under the laws of the State of Delaware ("LRG") (hereinafter LPC and LRG are referred to each as Borrower singularly and referred to jointly and severally as the "Borrowers," which term shall mean each of the companies individually and both of them collectively), jointly and severally promise undersigned promises to pay to the order of BANK ONEBank One, Lima, NA (fka hereinafter called "Bank One, Akron, NA") (hereinafter referred to as the "Bank"), the principal amount sum of TWO MILLION SIXTY-ONE THOUSAND FOUR HUNDRED FIFTY-TWO AND 32/100 DOLLARS One Million Dollars ($2,061,452.32)1,000,000.00) or such lesser portion thereof as may from time to time be disbursed to, pursuant to or for the repayment terms and dates set forth in Section 2(D)(2) benefit of the Agreement (as defined below)undersigned, with interest (computed on the unpaid principal balance from the date hereof at a rate per annum equal to The Base Rate (as defined in the Agreement) plus three-fourths basis of one percent (3/4%) as follows: Interest on the Casa Grande Term Loan is payable monthly commencing on May 1, 2002 and continuing on the first day of each calendar month thereafter. Interest shall be computed on a three hundred sixty (360) day basis based upon the actual number of days elapsed. If any installment elapsed divided by a year of principal, interest or other amounts due and payable hereunder are not paid when due, or within any applicable grace periods set forth in 360 days) before maturity on the Agreement, the Borrowers shall pay interest thereon balance from time to time remaining unpaid at the Default Rate rate or rates provided for in that certain Amended and Restated Loan Agreement dated August 1, 1995 (as defined in the "Loan Agreement"). Bank shall have the right to assess a late payment processing fee in the amount of the greater of FIFTY AND NO/100 DOLLARS ($50.00) or five percent (5%) of the scheduled payment in the event of a default in payment that remains uncured for a period of at least ten (10) days. The Borrowers agree to pay the Both principal amount of this Note pursuant to the repayment terms and dates set forth in Section 2(B)(2)(b) of the Agreement. Monthly payments hereunder shall be applied first to interest due and the balance to reduction of the principal amount outstanding. Payments of both principal of and interest on this Note shall be made are payable in lawful money of the United States at the Main Office of AmericaBank One, at 00 Xxxxx 121 Xxxx Xxxx Xxxxxx, XxxxxXxxx, Xxxx XX 00000-0000, or at such other place as the Bank or any subsequent holder hereof shall have designated to the Borrowers in writing. Interest payable on this Note shall be computed on Xhis promissory note evidences a three hundred sixty (360) day per year basis counting the actual number of days elapsed. If any payment borrowing under this Note becomes due and payable on a day which is not a Business Day (as defined in this Agreement), payment thereof shall be made on the immediately succeeding Business Day. This Note is issued pursuant to and is entitled to the benefits of a Credit Facility and Security Agreement dated January 31, 1997, by and among the Borrowers and the Bank (as amended, the "Loan Agreement"), to which Agreement reference is hereby made for a statement of the rights and obligations of the Bank and the duties and obligations of the Borrowers in relation thereto; but neither this reference to said Agreement nor any provisions thereof shall affect or impair the absolute and unconditional obligation of the Borrowers to pay the principal of or interest on this Note when due. This Note evidences the obligations of Borrowers in respect of the Casa Grande Construction Loans and the Casa Grande Term Loan. The Borrowers principal may prepay all become due or any portion of this Note at any time and in any amount without penalty or premium, provided that all prepayments shall be applied to installments of principal in the inverse order of their maturities. If an Event of Default (as defined in the Agreement), shall occur and shall be continuing, the principal of this Note may be declared immediately forthwith due and payable at in the option of manner and upon the Bank. In terms and conditions and with the event that the Borrowers fail to pay any regularly scheduled principal or interest payment on this Note when due (other than as a result of acceleration thereof based on a default or event of default other than the failure to make any such regularly scheduled payments of principal or interest on the Note when due) which failure is not cured within the ten (10) day cure period effect provided in Section 6A of the Agreement (a "Payment Default")said Loan Agreement. THE UNDERSIGNED, or if an Event of Default occurs and is continuingTO THE EXTENT PERMITTED BY LAW, which arises from fraudulent act(sWAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN BANK ONE AND THE UNDERSIGNED ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE UNDERSIGNED AND BANK ONE IN CONNECTION WITH THIS PROMISSORY NOTE, THE LOAN AGREEMENT, OR ANY OTHER AGREEMENT OR DOCUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY BANK ONE'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN THIS PROMISSORY NOTE OR ANY OTHER DOCUMENT RELATED HERETO. The undersigned authorize(s) or practice(s) of either Borrower which Event of Default is not cured within three (3) Business Days after the Borrowers' receipt of written notice thereof from the Bank (a "Fraud Default"), the Borrowers hereby authorize any attorney-at-law to appear for the undersigned in an action on this promissory note, at any time after the same becomes due, as herein provided, in any court of record in or of the State of Ohio, or in any other state or territory of the United Stateselsewhere, at any time or times after the above sum becomes due, and to waive the issuance issuing and service of process against the undersigned, and to confess judgment against it, in favor of any the legal holder of this Notepromissory note against the undersigned, for the amount then appearing that may be due, together with interest at the costs rate therein mentioned and cost of suit, and thereupon to waive and release all errors in said proceedings and waive judgment, and all rights petitions in error, and right of appeal and stay of executionfrom the judgment rendered. The foregoing warrant of attorney shall survive any judgment, it being understood that should any judgment be vacated for any reason, the foregoing warrant of attorney nevertheless may thereafter be used for obtaining an additional judgment or judgments. To the extent that the provisions of the cognovit warning set forth above the Borrowers' signature specifically contradict the provisions of this paragraph regarding the requirement of a Payment Default or a Fraud Default to take a cognovit judgment, the provisions of this paragraph control. No delay on the part of any holder hereof in exercising any power or rights hereunder shall operate as a waiver of any power or rights. Any demand or notice hereunder to the Borrowers shall be deemed duly given or made when sent, if given by telecopier, when delivered, if given by personal delivery or overnight commercial carrier, or the fifth calendar day after deposit in the United States mail, certified mail, return receipt requested, addressed to the address (or telecopier number) set forth in Rider A of the Agreement or such other address or telecopier number as may be hereafter designated in writing by the Borrowers to the Bank. This note is executed at New York, New York County, New York.------------------------------------------------------------------------------

OTHER CAUSE. LEXINGTON PRECISION CORPORATION ("Borrower") By: PECO II, INC. By /s/ Xxxxxxx X. Xxxxx ---------------------------- Its: Chairman ----------------------------------------------- Its President and Chief Executive Officer ----------------------------------------------- By /s/ Xxxxxx X. Xxxxxxxxxx ----------------------------------------------- Its Vice President of the Board ---------------------------- LEXINGTON RUBBER GROUPFinance and Treasurer ----------------------------------------------- THE HUNTINGTON NATIONAL BANK By /s/ Xxxxx X. XxXxxxxxxx ----------------------------------------------- Its Vice President ----------------------------------------------- EXHIBIT A-1 THE HUNTINGTON NATIONAL BANK Amended and Restated Revolving Note ======================================================================================= City Office Division Branch [X] Secured ------------------------- ---- ---------------- Account No. Note No. [ ] Unsecured ------------------------- -------------------------- Account Name PECO II, INC. ("Borrower") EXHIBIT 3 EXHIBIT F PROMISSORY NOTE (Casa Grande Note) Inc. -------------------------------------------------------------------------- [X] Corporation [ ] Partnership [ ] Individual/Proprietorship [ ] Other ------------------------------------------------------------------------------ ======================================================================================= $2,061,452.32 New York10,000,000.00 Galion, New York April 1Ohio October 22, 2002 1999 FOR VALUE RECEIVED, LEXINGTON PRECISION CORPORATION, a corporation organized under the laws of the State of Delaware ("LPC") and LEXINGTON RUBBER GROUP, INC. (FKA LEXINGTON COMPONENTS, INC.), a corporation organized and existing under the laws of the State of Delaware ("LRG") (hereinafter LPC and LRG are referred to each as Borrower singularly and referred to jointly and severally as the "Borrowers," which term shall mean each of the companies individually and both of them collectively), jointly and severally promise undersigned promises to pay to the order of THE HUNTINGTON NATIONAL BANK ONE(hereinafter called the "Bank," which term shall include any holder hereof) at such place as the Bank may designate or, NA in the absence of such designation, at any of the Bank's offices, the sum of Ten Million Dollars (fka $10,000,000.00) or so much thereof as shall have been advanced by the Bank One, Akron, NA) at any time and not thereafter repaid (hereinafter referred to as "Principal Sum") together with interest as hereinafter provided and payable at the time and in the manner hereinafter provided. The proceeds of the loan evidenced hereby may be advanced, repaid and readvanced in partial amounts during the term of this revolving note (this "BankNote"), the principal amount of TWO MILLION SIXTY-ONE THOUSAND FOUR HUNDRED FIFTY-TWO AND 32/100 DOLLARS ($2,061,452.32), pursuant ) and prior to maturity. Each such advance shall be made to the repayment terms and dates set forth in Section 2(D)(2) undersigned upon receipt by the Bank of the Agreement (undersigned's application therefor and disbursement instructions, which shall be in such form as defined below)the Bank shall from time to time prescribe. The Bank shall be entitled to rely on any oral or telephonic communication requesting an advance and/or providing disbursement instructions hereunder, with interest which shall be received by it in good faith from anyone reasonably believed by the Bank to be the undersigned, or the undersigned's authorized agent. The undersigned agrees that all advances made by the Bank will be evidenced by entries made by the Bank into its electronic data processing system and/or internal memoranda maintained by the Bank. The undersigned further agrees that the sum or sums shown on the unpaid principal balance most recent printout from the date hereof at a rate per annum equal to The Base Rate (as defined in the Agreement) plus three-fourths of one percent (3/4%) as follows: Interest Bank's electronic data processing system and/or on the Casa Grande Term Loan is payable monthly commencing on May 1, 2002 and continuing on the first day of each calendar month thereafter. Interest such memoranda shall be computed on a three hundred sixty (360) day basis based upon the actual number rebuttably presumptive evidence of days elapsed. If any installment of principal, interest or other amounts due and payable hereunder are not paid when due, or within any applicable grace periods set forth in the Agreement, the Borrowers shall pay interest thereon at the Default Rate (as defined in the Agreement). Bank shall have the right to assess a late payment processing fee in the amount of the greater of FIFTY AND NO/100 DOLLARS ($50.00) or five percent (5%) Principal Sum and of the scheduled payment in the event of a default in payment that remains uncured for a period of at least ten (10) days. The Borrowers agree to pay the principal amount of this Note pursuant to the repayment terms and dates set forth in Section 2(B)(2)(b) of the Agreement. Monthly payments hereunder shall be applied first to interest due and the balance to reduction of the principal amount outstanding. Payments of both principal of and interest on this Note shall be made in lawful money of the United States of America, at 00 Xxxxx Xxxx Xxxxxx, Xxxxx, Xxxx 00000-0000, or at such other place as the Bank or any subsequent holder hereof shall have designated to the Borrowers in writing. Interest payable on this Note shall be computed on a three hundred sixty (360) day per year basis counting the actual number of days elapsed. If any payment under this Note becomes due and payable on a day which is not a Business Day (as defined in this Agreement), payment thereof shall be made on the immediately succeeding Business Day. This Note is issued pursuant to and is entitled to the benefits of a Credit Facility and Security Agreement dated January 31, 1997, by and among the Borrowers and the Bank (as amended, the "Agreement"), to which Agreement reference is hereby made for a statement of the rights and obligations of the Bank and the duties and obligations of the Borrowers in relation thereto; but neither this reference to said Agreement nor any provisions thereof shall affect or impair the absolute and unconditional obligation of the Borrowers to pay the principal of or interest on this Note when due. This Note evidences the obligations of Borrowers in respect of the Casa Grande Construction Loans and the Casa Grande Term Loan. The Borrowers may prepay all or any portion of this Note at any time and in any amount without penalty or premium, provided that all prepayments shall be applied to installments of principal in the inverse order of their maturities. If an Event of Default (as defined in the Agreement), shall occur and shall be continuing, the principal of this Note may be declared immediately due and payable at the option of the Bank. In the event that the Borrowers fail to pay any regularly scheduled principal or interest payment on this Note when due (other than as a result of acceleration thereof based on a default or event of default other than the failure to make any such regularly scheduled payments of principal or interest on the Note when due) which failure is not cured within the ten (10) day cure period provided in Section 6A of the Agreement (a "Payment Default"), or if an Event of Default occurs and is continuing, which arises from fraudulent act(s) or practice(s) of either Borrower which Event of Default is not cured within three (3) Business Days after the Borrowers' receipt of written notice thereof from the Bank (a "Fraud Default"), the Borrowers hereby authorize any attorney-at-law to appear in any court of record in the State of Ohio, or in any other state or territory of the United States, at any time or times after the above sum becomes due, and waive the issuance and service of process and confess judgment against it, in favor of any holder of this Note, for the amount then appearing due, together with the costs of suit, and thereupon to release all errors and waive all rights of appeal and stay of execution. The foregoing warrant of attorney shall survive any judgment, it being understood that should any judgment be vacated for any reason, the foregoing warrant of attorney nevertheless may thereafter be used for obtaining an additional judgment or judgments. To the extent that the provisions of the cognovit warning set forth above the Borrowers' signature specifically contradict the provisions of this paragraph regarding the requirement of a Payment Default or a Fraud Default to take a cognovit judgment, the provisions of this paragraph control. No delay on the part of any holder hereof in exercising any power or rights hereunder shall operate as a waiver of any power or rights. Any demand or notice hereunder to the Borrowers shall be deemed duly given or made when sent, if given by telecopier, when delivered, if given by personal delivery or overnight commercial carrier, or the fifth calendar day after deposit in the United States mail, certified mail, return receipt requested, addressed to the address (or telecopier number) set forth in Rider A of the Agreement or such other address or telecopier number as may be hereafter designated in writing by the Borrowers to the Bank. This note is executed at New York, New York County, New Yorkaccrued interest.

OTHER CAUSE. LEXINGTON PRECISION CORPORATION ("Borrower") BANK ONE, NA By: Xxxxxxx /s/ Xxxxxxxxx X. Xxxxx ---------------------------- Xxxxxx -------------------------------------- Name: Xxxxxxxxx X. Xxxxxx Its: Chairman of the Board ---------------------------- LEXINGTON RUBBER GROUPVice President Exhibit A-4 AMENDED AND RESTATED REVOLVING CREDIT NOTE ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- $13,000,000 Columbus, INC. ("Borrower") EXHIBIT 3 EXHIBIT F PROMISSORY NOTE (Casa Grande Note) $2,061,452.32 New York, New York April Ohio June 1, 2002 FOR VALUE RECEIVED1998 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- On or before March 31, LEXINGTON PRECISION CORPORATION2001, a corporation organized under for value received, the laws of the State of Delaware ("LPC") and LEXINGTON RUBBER GROUPundersigned, INC. (FKA LEXINGTON COMPONENTSSYMIX SYSTEMS, INC.), an Ohio corporation and SYMIX COMPUTER SYSTEMS, INC., an Ohio corporation (individually, a corporation organized and existing under "Company" and, collectively, the laws of the State of Delaware ("LRGCompanies") (hereinafter LPC and LRG are referred to each as Borrower singularly and referred to jointly and severally as the "Borrowers," which term shall mean each of the companies individually and both of them collectively), hereby jointly and severally promise to pay to the order of BANK ONE, NA (fka Bank One, AkronNA, NA) a national association (hereinafter referred to as the "Bank")) or its assigns, as further provided herein, the principal amount of TWO MILLION SIXTY-ONE THOUSAND FOUR HUNDRED FIFTY-TWO AND 32/100 DOLLARS Thirteen Million Dollars ($2,061,452.32)13,000,000) or, if such principal is less, the aggregate unpaid principal amount of all loans made by the Bank to the Companies pursuant to the repayment terms and dates set forth Credit Commitment under the Agreement referred to in Section 2(D)(2) of the Agreement (as defined below)1 hereof, together with interest on the unpaid principal balance from time to time outstanding hereunder until paid in full at the date hereof at a rate per annum equal to The Base Rate (as defined rates determined in accordance with the provisions of Section 1.1.4 of the Agreement) plus three-fourths of one percent (3/4%) , payable as follows: Interest on the Casa Grande Term Loan is payable monthly commencing on May 1, 2002 and continuing on the first day of each calendar month thereafter. Interest shall be computed on a three hundred sixty (360) day basis based upon the actual number of days elapsed. If any installment of principal, interest or other amounts due and payable hereunder are not paid when due, or within any applicable grace periods set forth in the Agreement, the Borrowers shall pay interest thereon at the Default Rate (as defined in the Agreement). Bank shall have the right to assess a late payment processing fee in the amount of the greater of FIFTY AND NO/100 DOLLARS ($50.00) or five percent (5%) of the scheduled payment in the event of a default in payment that remains uncured for a period of at least ten (10) days. The Borrowers agree to pay the Both principal amount of this Note pursuant to the repayment terms and dates set forth in Section 2(B)(2)(b) of the Agreement. Monthly payments hereunder shall be applied first to interest due and the balance to reduction of the principal amount outstanding. Payments of both principal of and interest on this Note shall be made are payable in lawful federal funds or other immediately available money of the United States of AmericaAmerica at the Main Office of the Bank, at 00 000 Xxxx Xxxxx Xxxx Xxxxxx, XxxxxXxxxxxxx, Xxxx 00000-0000, or at such other place as . This Amended and Restated Revolving Credit Note amends and restates in its entirety the Amended and Restated Revolving Credit Note issued to the Bank or any subsequent holder hereof shall have designated by the Companies dated March 4, 1998, the Amended and Restated Revolving Credit Note issued to the Borrowers in writing. Interest payable on this Bank by the Companies dated August 13, 1997 and the Revolving Credit Note shall be computed on a three hundred sixty (360) day per year basis counting the actual number of days elapsed. If any payment under this Note becomes due and payable on a day which is not a Business Day (as defined in this Agreement), payment thereof shall be made on the immediately succeeding Business Day. This Note is issued pursuant to and is entitled to the benefits of a Credit Facility and Security Agreement dated January 31, 1997, by and among the Borrowers and the Bank (as amended, the "Agreement"), to which Agreement reference is hereby made for a statement of the rights and obligations of the Bank and the duties and obligations of the Borrowers in relation thereto; but neither this reference to said Agreement nor any provisions thereof shall affect or impair the absolute and unconditional obligation of the Borrowers to pay the principal of or interest on this Note when due. This Note evidences the obligations of Borrowers in respect of the Casa Grande Construction Loans and the Casa Grande Term Loan. The Borrowers may prepay all or any portion of this Note at any time and in any amount without penalty or premium, provided that all prepayments shall be applied to installments of principal in the inverse order of their maturities. If an Event of Default (as defined in the Agreement), shall occur and shall be continuing, the principal of this Note may be declared immediately due and payable at the option of the Bank. In the event that the Borrowers fail to pay any regularly scheduled principal or interest payment on this Note when due (other than as a result of acceleration thereof based on a default or event of default other than the failure to make any such regularly scheduled payments of principal or interest on the Note when due) which failure is not cured within the ten (10) day cure period provided in Section 6A of the Agreement (a "Payment Default"), or if an Event of Default occurs and is continuing, which arises from fraudulent act(s) or practice(s) of either Borrower which Event of Default is not cured within three (3) Business Days after the Borrowers' receipt of written notice thereof from the Bank (a "Fraud Default"), the Borrowers hereby authorize any attorney-at-law to appear in any court of record in the State of Ohio, or in any other state or territory of the United States, at any time or times after the above sum becomes due, and waive the issuance and service of process and confess judgment against it, in favor of any holder of this Note, for the amount then appearing due, together with the costs of suit, and thereupon to release all errors and waive all rights of appeal and stay of execution. The foregoing warrant of attorney shall survive any judgment, it being understood that should any judgment be vacated for any reason, the foregoing warrant of attorney nevertheless may thereafter be used for obtaining an additional judgment or judgments. To the extent that the provisions of the cognovit warning set forth above the Borrowers' signature specifically contradict the provisions of this paragraph regarding the requirement of a Payment Default or a Fraud Default to take a cognovit judgment, the provisions of this paragraph control. No delay on the part of any holder hereof in exercising any power or rights hereunder shall operate as a waiver of any power or rights. Any demand or notice hereunder to the Borrowers shall be deemed duly given or made when sent, if given by telecopier, when delivered, if given by personal delivery or overnight commercial carrier, or the fifth calendar day after deposit in the United States mail, certified mail, return receipt requested, addressed to the address (or telecopier number) set forth in Rider A of the Agreement or such other address or telecopier number as may be hereafter designated in writing by the Borrowers to the Bank. This note is executed at New YorkCompanies dated May 20, New York County, New York1996.