Exhibit 10-1
AGREEMENT
(14% Junior Subordinated Notes)
This Agreement dated as of October 31, 2002 (the "Agreement"), between
Lexington Precision Corporation, a Delaware corporation (the "Company"), and
Xxxxxxx X. Xxxxx ("Holder").
WHEREAS, Holder is the holder of certain 14% Junior Subordinated Notes
due November 1, 2000, of the Company in the aggregate original principal amount
of the U.S. $346,666.67 (individually, a "Note" and collectively, the "Notes");
WHEREAS, the Company and Holder desire to, among other things, extend
the maturity date of the Notes, defer the payment of certain interest on the
Notes, and provide for the waiver of certain events of default, all on and
subject to the terms hereof;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto intending to be legally
bound, hereby agree as follows:
1. Waiver. Subject to paragraph 2 hereof, the Holder hereby waives any
Event of Default under the Notes resulting solely from the failure of the
Company to pay any principal or interest due on (a) the Company's 12 3/4% Senior
Subordinated Notes due February 1, 2000, or (b) the Company's 10 1/2% Senior
Note due April 30, 2002 (the indebtedness referred to in clauses (a) and (b) is
referred to herein as the "Other Indebtedness").
2. Rescission of Waivers. The waivers in paragraph 1 hereof shall be
automatically rescinded, without notice to the Company, in the event that the
holders of the Other Indebtedness, or the trustee in respect thereof, seeks to
enforce or exercise any remedies in respect thereof.
3. Modification of Notes.
Notwithstanding anything to the contrary in the Notes, the Company
and the Holder hereby agree that (a) the maturity date of the Notes is extended
to February 1, 2003, and (b) the interest on the Notes that is due and payable
on November 1, 2002 (the "November 2002 Interest Payment"), will be deemed to be
Defaulted Interest but will be payable on February 1, 2003.
4. Effective Date; Applicability; Legend.
This Agreement shall be deemed effective as of October 31, 2002. This
Agreement shall modify each Note and any replacement note issued upon transfer
of, in exchange for, or in lieu of any Note or any replacement note. Holder
agrees that Holder will cause the following legend to be placed prominently on
each Note and that any replacement note or notes issued by the Company upon
transfer of, in exchange for, or in lieu of the Note or any replacement note
shall have such legend placed thereon:
THIS NOTE HAS BEEN MODIFIED PURSUANT TO THOSE CERTAIN AGREEMENTS
DATED AS OF JANUARY 31, 2000, APRIL 30, 2000, JULY 31, 2000, OCTOBER 31,
2000, JANUARY 31, 2001, APRIL 30, 2001, JULY 31, 2001, OCTOBER 31, 2001,
JANUARY 31, 2002, APRIL 30, 2002, JUNE 30, 2002, AND OCTOBER 31, 2002,
COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE OFFICES OF THE
COMPANY AT 000 XXXXX XXXXXX, 00XX XXXXX, XXX XXXX, XXX XXXX, AND
REFERENCE SHOULD BE MADE THERETO FOR THE TERMS THEREOF.
5. Representations and Warranties. Each of the parties represents and
warrants that: (a) the execution, delivery and performance of this Agreement
have been duly authorized by all requisite action on his or its part; and (b)
this Agreement has been duly executed and delivered by him or it and constitutes
his or its legal, valid, and binding agreement, enforceable against him or it in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting the enforceability of creditors' rights generally or general equitable
principles.
6. No Other Amendments.
Except as expressly amended, waived, modified, and supplemented
hereby, each Note shall remain in full force and effect in accordance with its
terms. Without limiting the generality of the foregoing, except as set forth in
Section 1, 2 or 3 of this Agreement, nothing herein shall constitute a waiver of
any rights or remedies of the Holder upon the occurrence of any Event of
Default.
7. General Provisions.
(a) Defined Terms. Capitalized terms used herein, unless otherwise
defined herein, shall have the meaning ascribed thereto in the Notes.
(b) Counterparts. This Agreement may be executed by the parties in
any number of counterparts and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. This Amendment may be signed
by facsimile transmission of the relevant signature pages hereof.
(c) Governing Law. This Agreement shall be governed by, and construed
and interpreted in accordance with, the internal laws of the State of New York.
(d) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the heirs, successors, and assigns of the parties hereto
and any and all transferees and holders of the Notes or any replacement note.
(e) Headings. The paragraph headings of this Agreement are for
convenience of reference only and are not to be considered in construing this
Agreement.
IN WITNESS WHEREOF, the Company and Holder have caused this Agreement
to be duly executed and delivered as of the date first written above.
LEXINGTON PRECISION CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Chairman of the Board
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/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
