Exhibit 10-228
AGREEMENT
This Agreement dated as of January 31, 2003 (the "Agreement"), among
Lexington Precision Corporation, a Delaware corporation (the "LPC"), Lexington
Rubber Group, Inc., a Delaware corporation formerly known as Lexington
Components, Inc. ("LRG"; LPC and LRG are referred to individually as "Borrower"
and collectively as the "Borrowers"), and Bank One, NA (formerly known as Bank
One, Akron, NA) ("Lender").
WHEREAS, Lender and each of the Borrowers have entered into a certain
Credit Facility and Security Agreement dated as of January 31, 1997, including
Rider A thereto, as amended, modified, and supplemented, and certain mortgages,
security agreements, deeds of trust and other documents, instruments, and
agreements in connection therewith, and the Borrowers have 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, until April 4, 2003, any Default or Event of Default under any of the
Loan Documents resulting solely from the failure of LPC to pay any principal or
interest due on (a) LPC's 12 3/4% Senior Subordinated Notes due February 1,
2000, or (b) LPC'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 foregoing waivers shall be
automatically rescinded, without notice to LPC or LRG, in the event that the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 of the maturities thereof.
3. EFFECTIVE DATE.
This Agreement shall be deemed effective as of January 31,
2003.
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, LPC and LRG 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 and LRG 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 and LRG acknowledge that Lender may decline to, grant any
other or further waivers with respect to the subject matter hereof or any other
matters regardless of whether or not there occurs any change in facts or
circumstances relating to LPC and/or LRG
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, each Borrower and Lender 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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LEXINGTON RUBBER GROUP, INC.
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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BANK ONE, NA
By: /s/ XXXXX XXXXXX
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Name: XXXXX XXXXXX
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Title: ASSOCIATE DIRECTOR
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