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Exhibit 10-106
AGREEMENT
This Agreement dated as of January 31, 2000 (the "Agreement"), between
Lexington Precision Corporation, a Delaware corporation (the "LPC"), and The CIT
Group/Equipment Financing, Inc. ("Lender").
WHEREAS, Lender and LPC have entered into a certain Loan and Security
Agreement dated as of March 19, 1997, including Rider A thereto, as amended, and
certain supplements, documents, instruments, and agreements in connection
therewith and LPC has executed certain promissory notes in connection therewith
(all of the foregoing, as amended, modified, and supplemented, being referred to
collectively as the "Loan Documents").
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 Lender hereby waives, any
until May 1, 2000, or Default or an Event of Default under any of the Loan
Documents, resulting solely from the failure of LPC to pay any principal or
interest due on February 1, 2000 in respect of(a) LPC's 14% Junior Subordinated
Notes due May 1, 2000, (b) LPC's Junior Subordinated Convertible Increasing Rate
Notes due May 1, 2000, and/or (c) LPC's 12 3/4% Senior Subordinated Notes due
February 1, 2000 (the indebtedness referred to in clauses (a), (b) and (c) is
referred to herein as the "Other Indebtedness").
2. RESCISSION OF WAIVERS. The foregoing waivers shall be automatically
rescinded, without notice to LPC, in the event that the holder of any Other
Indebtedness or trustee in respect thereof seeks to accelerate the maturity of
any such Other Indebtedness or to enforce or exercise any remedies in respect
thereto.
3. EFFECTIVE DATE.
This Agreement shall be deemed effective as of January 31, 2000.
4. 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 its part; and (b) this
Agreement has been duly executed and delivered by it and constitutes its legal,
valid, and binding agreement, enforceable against 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 by general equitable
principles.
5. NO OTHER AMENDMENTS.
Except as set forth herein, all terms and provisions of the Loan Documents
among Lender and LPC shall remain in full force and effect. Except as expressly
set forth herein, no other or further amendment, waiver or consent is implied
by, and LPC shall not be entitled to, any other or further amendment, waiver or
consent by virtue of the provisions of this Agreement. In addition, without
limiting the foregoing, the waivers of Lender set forth herein do not
constitute an agreement to, and LPC acknowledges that Lender may decline to,
grant any other or further waivers with respect to the subject
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matter hereof or any other matters regardless of whether or not there occurs any
change in facts or circumstances relating to LPC.
6. GENERAL PROVISIONS.
(a) DEFINED TERMS. Capitalized terms used herein, unless otherwise defined
herein, shall have the meaning ascribed thereto in the Loan Documents.
(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 Agreement 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 successors and assigns of the parties hereto.
(e) HEADINGS. The paragraph headings of this Agreement are for convenience
of reference only and are not to be considered in construing this Agreement.
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IN WITNESS WHEREOF, LPC and Lender have caused this Agreement to be duly
executed and delivered as of the date first written above.
LEXINGTON PRECISION CORPORATION
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: President
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THE CIT GROUP/EQUIPMENT FINANCING, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: Vice President Credit
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